exv10w3



 





Exhibit 10.3




RESTRICTED STOCK AGREEMENT




     THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into by and between
Encysive Pharmaceuticals Inc., a Delaware corporation (the “Company”) and __________________, an
individual (“Grantee”) on the ______day of _________, 20___, (the “Grant Date”), pursuant to
the Encysive Pharmaceuticals Inc. 2007 Incentive Plan (the “Plan”). The Plan is incorporated by
reference herein in its entirety. Capitalized terms not otherwise defined in this agreement shall
have the meaning given to such terms in the Plan.



     WHEREAS, Grantee is an employee of the Company, and in connection therewith, the Company
desires to grant to Grantee a Restricted Stock Award for
____________ shares of the Company’s common
stock, par value $.005 per share (the “Common Stock”), subject to the terms and conditions of this
Agreement, with a view to increasing Grantee’s interest in the Company’s welfare and growth; and



     WHEREAS, Grantee desires to have the opportunity to be a holder of shares of the Company’s
Common Stock subject to the terms and conditions of this Agreement.



     NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:



     1. Grant of Common Stock. Subject to the restrictions, forfeiture provisions and other terms
and conditions set forth herein (i) the Company grants to
Grantee ____________ (___) shares of
Common Stock (“Grant Shares”), and (ii) Grantee shall have and may exercise all rights and
privileges of ownership of such shares, including, without limitation, the voting rights of such
shares and the right to receive any dividends declared in respect thereof. This Agreement is
subject to, and the Company shall have the right to, require Grantee to reimburse the Company for,
or the Company may withhold from any amounts which it may owe Grantee, all amounts required by
applicable federal, state and local law in respect of the issuance or vesting of the Grant Shares.



     2. Transfer Restrictions.



          (a) Generally. Grantee shall not sell, assign, transfer, exchange, pledge, encumber, gift,
devise, hypothecate or otherwise dispose of (collectively, “Transfer”) any Grant Shares. The
transfer restrictions imposed by this Section 2 shall lapse as to approximately fifty
percent (50%) of the Grant Shares on _________, 20___, and _________, 20___, until all Grant
Shares are fully vested; provided, however, that, subject to Section 3, Grantee then is,
and continuously since the Grant Date has been, an employee of the Company. The Grant Shares as to
which such restrictions so lapse are referred to as “Vested Shares.”




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[Based on the Grant Date, transfer restrictions will vest 50% on the lapse day (“Lapse Day”) in
each applicable lapse year (“Lapse Year”):



	 	 	 	 	 
	Grant Date

	 	Lapse Day
	 	Lapse Year
	March 1 — August 31

	 	May 31
	 	Grant Year +2 yrs and +3 yrs
	September 1 — December meeting of

	 	November 30
	 	Grant Year +2 yrs and +3 yrs
	     compensation committee
	 	 	 	 
	After December meeting of compensation

	 	November 30
	 	Grant Year +1 yr and +2 yrs
	     committee — last day of February]
	 	 	 	 






          (b) Change in Control. If there is a Change in Control of the Company (as defined in the
Plan), the transfer restrictions of this Section 2 shall automatically cease as of the
effective date of such Change in Control, and all the Grant Shares shall thereafter be 100 percent
(100%) vested.




     3. Forfeiture.



          (a) Termination of Employment. Except as otherwise provided for herein, if Grantee’s
employment with the Company is terminated by the Company or Grantee for any reason, then Grantee
shall immediately forfeit all Grant Shares which are not Vested Shares unless the Committee, in its
discretion, determines that any or all of such Grant Shares shall not be so forfeited; provided,
however, that if the employment of the Grantee is terminated by the Company Without Cause (as
defined below) or by the Grantee for Good Reason (as defined below), then during the 12-month
period after the date of termination for Good Reason or Without Cause, all Grant Shares which are
not Vested Shares shall continue to vest in accordance with the terms hereof during said 12-month
period, and at the conclusion of said 12-month period, all Grant Shares which are not Vested Shares
will be fully vested and will become Vested Shares. For purposes hereof, “Good Reason” and
“Without Cause” shall have the meanings given to such terms in that certain Termination Agreement
dated _________, 20___, entered into by the Grantee and the Company, which definitions
are incorporated herein by this reference.




          (b) Forfeited Shares. All shares of Common Stock forfeited hereunder automatically shall
revert to the Company and become canceled. Any certificate(s) representing Grant Shares which
include forfeited shares shall only represent that number of Grant Shares which have not been
forfeited hereunder. Upon the Company’s request, Grantee agrees for himself and any other
holder(s) to tender to the Company any certificate(s) representing Grant Shares which include
forfeited shares for a new certificate representing the unforfeited number of Grant Shares.




     4. Issuance of Certificate.



          (a) The Grant Shares may not be transferred until they become Vested Shares. Further, the
Vested Shares may not be sold or otherwise disposed of in any manner which would constitute a
violation of any applicable federal or state securities laws in the opinion of counsel satisfactory
to the Company. The Company shall issue the shares in the name of the Grantee in




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“book-entry form” and held with the transfer agent that is responsible for issuance of
securities for the Company. The transferability of the shares shall be restricted pursuant to the
restrictions, terms and conditions (including forfeiture and restrictions against transfer)
contained herein and in the Plan. A copy of the Plan and Agreement are on file in the office of
the Secretary of Encysive Pharmaceuticals Inc., 4848 Loop Central Drive, Suite 700, Houston, Texas
77081. The transfer agent will be notified to place appropriate designations on the “book entry”
shares to reflect these restrictions on transfer.



          (b) The shares issued pursuant to this Section 4, held in “book-entry” form, together with the
stock powers relating to the Grant Shares, shall be held by the Company. The Company shall issue
to the Grantee a receipt evidencing the “book-entry” form of shares held by it.




     5. Miscellaneous.



          (a) Certain Transfers Void. Any purported Transfer of shares of Common Stock in breach of any
provision of this Agreement shall be void and ineffectual, and shall not operate to Transfer any
interest or title in the purported transferee.




          (b) No Fractional Shares. All provisions of this Agreement concern whole shares of Common
Stock. If the application of any provision hereunder would yield a fractional share, such
fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded
up to the next whole share if it is 0.5 or more.




          (c) Not an Employment or Service Agreement. This Agreement is not an employment agreement,
and this Agreement shall not be, and no provision of this Agreement shall be construed or
interpreted to create (i) any employment relationship between Grantee and the Company or (ii) any
agreement by the Company to continue the directorship of the Grantee for any time period.




          (d) Notices. Any notice, instruction, authorization, request or demand required hereunder
shall be in writing, and shall be delivered either by personal delivery, by telegram, telex,
telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or
by courier or delivery service, addressed to the Company at the address indicated beneath its
signature on the execution page of this Agreement, and to Grantee at his address indicated on the
Company’s stock records, or at such other address and number as a party shall have previously
designated by written notice given to the other party in the manner hereinabove set forth. Notices
shall be deemed given when received, if sent by facsimile means (confirmation of such receipt by
confirmed facsimile transmission being deemed receipt of communications sent by facsimile means);
and when delivered and receipted for (or upon the date of attempted delivery where delivery is
refused), if hand-delivered, sent by express courier or delivery service, or sent by certified or
registered mail, return receipt requested.




          (e) Amendment and Waiver. This Agreement may be amended, modified or superseded only by
written instrument executed by the Company and Grantee. Any waiver of the terms or conditions
hereof shall be made only by a written instrument executed and delivered




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by the party waiving compliance. Any waiver granted by the Company shall be effective only if
executed and delivered by a duly authorized executive officer of the Company other than Grantee.
The failure of any party at any time or times to require performance of any provisions hereof,
shall in no manner effect the right to enforce the same. No waiver by any party of any term or
condition, or the breach of any term or condition contained in this Agreement in one or more
instances shall be deemed to be, or construed as, a further or continuing waiver of any such
condition or breach or a waiver of any other condition or the breach of any other term or
condition.



          (f) Governing Law and Severability. This Agreement shall be governed by the internal laws,
and not the laws of conflict, of the State of Texas. The invalidity of any provision of this
Agreement shall not affect any other provision of this Agreement, which shall remain in full force
and effect.




          (g) Successors and Assigns. Subject to the limitations which this Agreement imposes upon
transferability of shares of Common Stock, this Agreement shall bind, be enforceable by and inure
to the benefit of the Company and its successors and assigns, and Grantee, and Grantee’s permitted
assigns and upon death, estate and beneficiaries thereof (whether by will or the laws of descent
and distribution), executors, administrators, agents, legal and personal representatives.




[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first
above written.



	 	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 
	 

	 	ENCYSIVE PHARMACEUTICALS INC.
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	Encysive Pharmaceuticals Inc.
	 

	 	 	 	4848 Loop Central Drive, Suite 700
	 

	 	 	 	Houston, Texas 77081
	 
	 	 	 	 
	 	 	Facsimile No.: (713) 796-8232
	 
	 	 	 	 
	 	 	Attention: Chief Executive Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	GRANTEE:
	 
	 	 	 	 
	 	 	
	 	 	 
	 	 	Signature
	 
	 	 	 	 
	 	 	 
	 	 	 
	 	 	Printed Name
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	GRANTEE’S SPOUSE:
	 
	 	 	 	 
	 	 	 
	 	 	 
	 	 	Signature
	 
	 	 	 	 
	 	 	 
	 	 	 
	 	 	Printed Name







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