exv10w2



 





Exhibit 10.2





Encysive Pharmaceuticals Inc.

ID: 13-3532643

4848 Loop Central Drive, Suite 700

Houston, Texas 77081



Notice of Grant of Stock Options

and Option Agreement




 





	 	 	 	 	 
	Individual

	 	Option Number:
	 	00xxxx
	Address

	 	Plan:
	 	2007 Incentive Plan
	City State Zip

	 	ID:
	 	xxxxx





 




Effective
                    ,
      (the “Grant Date”),
you have been granted a Nonstatutory Stock Option
(“Options”) to buy                  shares of Encysive Pharmaceuticals Inc. (the “Company”) Common Stock at
an Option Price of $           per share, which is the Fair Market Value per share of Common Stock on
the Grant Date, pursuant to the Encysive Pharmaceuticals Inc. 2007 Incentive Plan (the “Plan”).



The total Option Price of the shares granted is $                    .



Shares in each period will become fully vested on the date shown.




	 	 	 	 	 	 	 
	Shares

	 	Vest Type
	 	Full Vest
	 	Expiration





[This grant of Options will expire 10 years from the Grant Date and, based on the Grant Date, will
vest 50% on the vesting day (“Vesting Day”) in each applicable vesting year (“Vesting Year”):




	 	 	 	 	 
	Grant
Date

	 	Vesting Day
	 	Vesting Year
	March 1 — August 31

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

	 	November 30
	 	Grant Year +2 yrs and +3 yrs
	After December meeting of compensation
committee — last day of February]

	 	November 30
	 	Grant Year +1 yr and +2 yrs





 




By your signature and the Company’s signature below, you and the Company agree that these Options
are granted under and governed by this Notice of Grant of Stock Options and Option Agreement and
the terms and conditions of the Plan, all of which are attached and made a part of this document.
Also attached hereto is an Information Memorandum about the Company’s Prospectus covering the Plan.
Any capitalized term not otherwise defined herein shall have the meaning given such term in the
Plan.



[This grant of Options is subject to the terms and conditions of that certain Termination Agreement
executed between the Grantee and Encysive Pharmaceuticals Inc. on                     ,        , (the
“Termination Agreement”) and is granted pursuant to Section           of the Termination Agreement. To
the extent that there is a conflict between a term in this Notice of Grant of Stock Options and
Option Agreement and the Termination Agreement, the Termination Agreement shall control. However,
if there is a conflict between the Termination Agreement and the Plan, the Plan document shall
control. The terms of the Termination Agreement are hereby incorporated by reference.] [This
paragraph inserted only if the Company and the Grantee are a party to a Termination Agreement,
which must be dated on or prior to the Grant Date]



These Options are considered to be Nonstatutory Stock Options under Section 422 of the Internal
Revenue Code of 1986. This letter shall constitute a grant of Nonstatutory Stock Options and an
Incentive Agreement under the Plan.



This Notice of Grant of Stock Options and Option Agreement are also subject to the further
condition that you return to us within thirty (30) days from the date of this letter a signed copy
of this letter to indicate your receipt of the above referenced documents. Please retain this
original letter as your documentation of this grant of Nonstatutory Stock Options and Incentive
Agreement under the Plan.





[By execution of this document, you agree that this award fulfills all of the requirements of
Section       of the Termination Agreement.] [This paragraph inserted only if the Company and the
Grantee are a party to a Termination Agreement, which must be dated on or prior to the Grant Date]



 





	 	 	 
	 
	 	 
	 
	 	 
	 

Encysive Pharmaceuticals Inc.

	 	 

Date
	 
	 	 
	 
	 	 
	 

xxxxx

	 	 

Date