Exhibit 10.33


 


VERTEX
PHARMACEUTICALS INCORPORATED


2006 STOCK AND OPTION PLAN


 


Stock Option Grant


 


This
Agreement sets forth the terms and conditions of an Option granted pursuant to
the provisions of the 2006 Stock and Option Plan (the “Plan”) of Vertex
Pharmaceuticals Incorporated (the “Company”) to the Participant whose
name appears below, covering the number of Shares of Common Stock of the
Company set forth below, pursuant to the provisions of the Plan and on the
following express terms and conditions. 
Capitalized terms not otherwise defined herein shall have the same
meanings as set forth in the Plan.


 


1.             Name and
address of Participant to whom this Option is granted:


 


[name]


 


2.             Number of
Shares of Common Stock subject to this Option:


 


[         ] Shares


 


3.             Purchase
price of Shares subject to this Option:


 


$[         ] per Share


 


4.             Date of
grant of this Option:


 


[         ], 2009


 


5.             Expiration
date of this Option:


 


[         ], 2019, subject to earlier
termination in the event of any Termination of Service of the Participant or
otherwise in accordance with the provisions of the Plan. This Option may not be
exercised later than three (3) months after the Participant’s termination
of employment with the Company and its Affiliates except as provided in the
Plan in the event of death of the Participant.


 


6.             Vesting.


 


6.1          Vesting Schedule.  Subject to Section 6.2 below:


 


[Describe performance objectives and acceleration
of vesting for achievement of performance objectives.]


 


6.2          Absence.  This Option shall not vest during any period
of long-term disability or personal leave of absence of the Participant from
the Company or an Affiliate (as determined under applicable Company
policies).  If the Participant resumes
employment with the Company after a personal leave of absence or long-term
disability in accordance with applicable Company policies, vesting shall resume
upon the resumption of eligibility, and the Option will continue vesting as
provided in paragraph 6.1 above until the Option is fully exercisable.
Notwithstanding 


 

















 


the
foregoing, in no event shall the term of the Option be extended beyond the date
set forth in Section 5 above.


 


7.             Option type.  This Option
is NOT designated as an incentive stock option within the meaning of Section 422(b) of
the Internal Revenue Code of 1986.


 


8.             Plan.  The Participant hereby acknowledges receipt
of a copy of the Plan as presently in effect. 
The text and all of the terms and provisions of the Plan are
incorporated herein by reference, and this Agreement is subject to these terms
and provisions in all respects.


 


9.             Exercise.  The Participant may exercise this Option in
the manner set forth in Section 9 of the Plan.


 


10.          [                        ].  [Provide that acceleration
provisions in other agreements between the Participant and the Company do not
apply to this Agreement except in connection with change-of-control events.]


 


 


	
   

  	
   

  	
  VERTEX
  PHARMACEUTICALS INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Matthew W. Emmens

  
	
   

  	
   

  	
  Title:
  President, Chairman and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGREED
  AND ACCEPTED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Name]