exv10w5






Exhibit 10.5




IDERA PHARMACEUTICALS, INC.




Restricted Stock Agreement




	 	 	 	 	 
	Name of Recipient:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Number of shares of restricted common stock awarded:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Grant Date:
	 	 	 	 
	 

	 	 

	 	 






     Idera Pharmaceuticals, Inc. (the “Company”) has selected you to receive the restricted stock
award described above, which is subject to the provisions of the Company’s 2008 Stock Incentive
Plan (the “Plan”) and the terms and conditions contained in this Restricted Stock Agreement.
Please confirm your acceptance of this restricted stock award and of the terms and conditions of
this Agreement by signing a copy of this Agreement where indicated below.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Idera Pharmaceuticals, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

[insert name and title]
	 	 
	 
	 	 	 	 	 	 	 	 
	Accepted and Agreed:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

[insert name of recipient]

	 	 	 	 	 	 	 	 






 









 





IDERA PHARMACEUTICALS, INC.




Restricted Stock Agreement




     The terms and conditions of the award of shares of restricted common stock of the Company (the
“Restricted Shares”) made to the Recipient, as set forth on the cover page of this Agreement, are
as follows:




	 	1.	 	Issuance of Restricted Shares.





          (a) The Restricted Shares are issued to the Recipient, effective as of the Grant Date (as set
forth on the cover page of this Agreement), in consideration of employment services rendered and to
be rendered by the Recipient to the Company.




          (b) As promptly as practicable following the Grant Date, the Company shall issue one or more
certificates in the name of the Recipient for the Restricted Shares. Such certificate(s) shall
initially be held on behalf of the Recipient by the Secretary of the Company. Following the vesting
of any Restricted Shares pursuant to Section 2 below, the Secretary shall, if requested by the
Recipient, deliver to the Recipient a certificate representing the vested Restricted Shares. The
Recipient agrees that the Restricted Shares shall be subject to the forfeiture provisions set forth
in Section 3 of this Agreement and the restrictions on transfer set forth in Section 4 of this
Agreement.





	 	2.	 	Vesting.





     Unless otherwise provided in this Agreement or the Plan, the Restricted Shares shall vest in
accordance with the following vesting schedule:                                                             . Any
fractional number of Restricted Shares resulting from the application of the foregoing percentages
shall be rounded down to the nearest whole number of Restricted Shares.




	 	3.	 	Forfeiture of Unvested Restricted Shares Upon Employment Termination.





     In the event that the Recipient ceases to be an Eligible Participant (as defined below) for
any reason or no reason, with or without cause, all of the Restricted Shares that are unvested as
of the time of such cessation of status as an Eligible Participant shall be forfeited immediately
and automatically to the Company, without the payment of any consideration to the Recipient,
effective as of such cessation of status as an Eligible Participant. The Recipient hereby
authorizes the Company to take any actions necessary or appropriate to cancel any certificate(s)
representing forfeited Restricted Shares and transfer ownership of such forfeited Restricted Shares
to the Company; and if the Company or its transfer agent requires an executed stock power or
similar confirmatory instrument in connection with such cancellation and transfer, the Recipient
shall promptly execute and deliver the same to the Company. The Recipient shall have no further
rights with respect to any Restricted Shares that are so forfeited. If the Recipient is employed
by a subsidiary of the Company, any references in this Agreement to employment with the Company
shall instead be deemed to refer to employment with such subsidiary. For purposes hereof, an
“Eligible Participant” means an employee, director or officer of, or a consultant or advisor to,
the Company.



 









 






	 	4.	 	Restrictions on Transfer.





     The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of,
by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest
therein, until such Restricted Shares have vested, except that the Recipient may transfer such
Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts,
siblings, grandchildren and any other relatives approved by the Compensation Committee
(collectively, “Approved Relatives”) or to a trust established solely for the benefit of the
Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain
subject to this Agreement (including without limitation the forfeiture provisions set forth in
Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted
transferee shall, as a condition to such transfer, deliver to the Company a written instrument
confirming that such transferee shall be bound by all of the terms and conditions of this
Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of
the Company (including pursuant to a merger or consolidation). The Company shall not be required
(i) to transfer on its books any of the Restricted Shares which have been transferred in violation
of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or
to pay dividends to any transferee to whom such Restricted Shares have been transferred in
violation of any of the provisions of this Agreement.




	 	5.	 	Restrictive Legends.





     All certificates representing Restricted Shares shall have affixed thereto a legend in
substantially the following form, in addition to any other legends that may be required under
applicable law:



     “These shares of stock are subject to forfeiture provisions and restrictions on transfer set
forth in a certain Restricted Stock Agreement between the corporation and the registered owner of
these shares (or his or her predecessor in interest), and such Agreement is available for
inspection without charge at the office of the Secretary of the corporation.”




	 	6.	 	Rights as a Shareholder.





     Except as otherwise provided in this Agreement, for so long as the Recipient is the registered
owner of the Restricted Shares, the Recipient shall have all rights as a shareholder with respect
to the Restricted Shares, whether vested or unvested, including, without limitation, any rights to
receive dividends and distributions with respect to the Restricted Shares and to vote the
Restricted Shares and act in respect of the Restricted Shares at any meeting of shareholders.




	 	7.	 	Provisions of the Plan.





     This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the
Recipient with this Agreement. As provided in the Plan, upon the occurrence of a Reorganization
Event (as defined in the Plan), the rights of the Company hereunder (including the right to receive
forfeited Restricted Shares) shall inure to the benefit of the Company’s successor and, unless the
Board determines otherwise, shall apply to the cash, securities or other property which the
Restricted Shares were converted into or exchanged for pursuant to such



-2-









 




Reorganization Event in the same manner and to the same extent as they applied to the
Restricted Shares under this Agreement.





	 	8.	 	Tax Matters.





          (a) Acknowledgments; Section 83(b) Election. The Recipient acknowledges that he or
she is responsible obtaining the advice of the Recipient’s own tax advisors with respect to the
acquisition of the Restricted Shares and the Recipient is relying solely on such advisors and not
on any statements or representations of the Company or any of its agents with respect to the tax
consequences relating to the Restricted Shares. The Recipient understands that the Recipient (and
not the Company) shall be responsible for the Recipient’s tax liability that may arise in
connection with the acquisition, vesting and/or disposition of the Restricted Shares. The
Recipient acknowledges that he or she has been informed of the availability of making an election
under Section 83(b) of the Internal Revenue Code, as amended, with respect to the issuance of the
Restricted Shares and that the Recipient has decided not to file a Section 83(b) election.




          (b) Withholding. The Recipient acknowledges and agrees that the Company has the right
to deduct from payments of any kind otherwise due to the Recipient any federal, state, local or
other taxes of any kind required by law to be withheld with respect to the vesting of the
Restricted Shares. On each date on which Restricted Shares vest, the Company shall deliver written
notice to the Recipient of the amount of withholding taxes due with respect to the vesting of the
Restricted Shares that vest on such date; provided, however, that the total tax withholding cannot
exceed the Company’s minimum statutory withholding obligations (based on minimum statutory
withholding rates for federal and state tax purposes, including payroll taxes, that are applicable
to such supplemental taxable income). The Recipient shall satisfy such tax withholding obligations
by making a cash payment to the Company on the date of vesting of the Restricted Shares, in the
amount of the Company’s withholding obligation in connection with the vesting of such Restricted
Shares. The Recipient may, at the option of the Recipient, satisfy such tax withholding
obligations by transferring to the Company, on each date on which Restricted Shares vest under this
Agreement, such number of Restricted Shares that vest on such date as have a fair market value
(calculated using the last reported sale price of the common stock of the Company on the NASDAQ
Global Market on the trading date immediately prior to such vesting date) equal to the amount of
the Company’s tax withholding obligation in connection with the vesting of such Restricted Shares.
To effect such delivery of Restricted Shares, the Recipient hereby authorizes the Company to take
any actions necessary or appropriate to cancel any certificate(s) representing such Restricted
Shares and transfer ownership of such Restricted Shares to the Company; and if the Company or its
transfer agent requires an executed stock power or similar confirmatory instrument in connection
with such cancellation and transfer, the Recipient shall promptly execute and deliver the same to
the Company.





	 	9.	 	Miscellaneous.





          (a) No Right to Continued Employment. The Recipient acknowledges and agrees that,
notwithstanding the fact that the vesting of the Restricted Shares is contingent upon his or her
continued employment by the Company, this Agreement does not constitute an express




-3-









 







or implied promise of continued employment or confer upon the Recipient any rights with
respect to continued employment by the Company.




          (b) Governing Law. This Agreement shall be construed, interpreted and enforced in
accordance with the internal laws of the State of Delaware without regard to any applicable
conflicts of laws provisions.




          (c) Recipient’s Acknowledgments. The Recipient acknowledges that he or she has read
this Agreement, has received and read the Plan, and understands the terms and conditions of this
Agreement and the Plan.





-4-