Exhibit 10.3


 


VERTEX PHARMACEUTICALS INCORPORATED


 


1996 STOCK AND OPTION PLAN


 


[Form of Restricted Stock Award (PARS)]


 


This Stock Agreement sets forth the terms and
conditions of shares of stock granted pursuant to the provisions of the 1996
Stock And Option Plan (the “Plan”) of Vertex Pharmaceuticals
Incorporated (the “Company”) to the Key Employee whose name appears
below, for 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 the
Shares are granted:


 


 


2.                                       Number of Shares of Common Stock (“Shares”):


 


3.                                       Purchase price of Shares:


 


$0.01 per Share


 


4.                                       Date of grant of the Shares:


 


5.                                       Vesting.


 


5.1                                 Vesting Schedule and Company’s
Repurchase Right.


 


(a) Except as otherwise provided in Sections 5.1(b)
and 5.2, the Shares shall vest on the fourth anniversary of the date of grant
of the Shares.  Upon any Termination of
Service of the Participant, vesting of the Shares shall immediately cease, and
the Company shall have a right to repurchase any unvested Shares from the
Participant at a price per Share equal to the purchase price per Share set
forth in Section 3 above.   The
Company’s right to so repurchase the Shares shall be valid for a period of one
year beginning on the date of any Termination of Service of the Participant,
or, if the Company is prohibited by law from such repurchase at the time of
Termination of Service, for thirty days after any such prohibition is
terminated.


 


(b) 
Notwithstanding the foregoing: [Describe Performance Objectives and
Acceleration of Vesting for Achievement of Performance Objectives]


 


5.2                                 Death of the Participant.   If,
at any time before all the Shares granted hereunder shall have vested as
provided in Section 5.1, the Participant shall die while an employee of
the Company or an


 





















 


Affiliate,
the Company’s repurchase rights with respect to the Pro-Rata Portion of Shares
shall lapse, and that number of Shares immediately shall vest.  For purposes of this Restricted Stock Award,
the “Pro-Rata Portion of Shares”
shall mean that portion of the unvested Shares calculated by multiplying the
number of unvested Shares by a fraction, the numerator of which is the sum of
the number of days that have passed from the date of grant until the date of
the Participant’s death, plus the number of days in one year, and the
denominator of which is the total number of days in four years.


 


5.3                                 Agreement with respect to Tax Payments and
Withholding.  The Participant acknowledges and agrees that
any income or other taxes due from the Participant with respect to the Shares
issued pursuant to this Restricted Stock Award, including on account of the
vesting of the Shares, shall be the Participant’s responsibility.  By accepting this Restricted Stock Award, the
Participant agrees and acknowledges that (i) the Company promptly will withhold
from the Participant’s pay the amount of taxes the Company is required to
withhold upon any vesting of Shares pursuant to this Restricted Stock Award,
and (ii) the Participant shall make immediate payment to the Company in the
amount of any tax required to be withheld by the Company in excess of the
Participant’s pay available for such withholding.


 


6.                                       Restrictions on Transfer.  The
Shares may not be sold, transferred, assigned, hypothecated, pledged,
encumbered or otherwise disposed of, whether voluntarily or by operation of law,
at any time before they become vested Shares pursuant to Section 5.  Any such purported transfer shall be null and
void, and shall not be recognized by the Company or recorded on its books.


 


7.                                       Escrow.  Any Shares that have not
vested pursuant to Section 5, together with any securities distributed in
respect thereof, such as through a stock split or other recapitalization, shall
be held by the Company in escrow until such Share shall have vested.  The Company promptly shall release vested
Shares from escrow.


 


8.                                       Plan.  The Participant hereby
acknowledges receipt of a copy of the Plan as presently in effect and the
Prospectus with respect thereto.  All of
the terms and provisions of the Plan are incorporated herein by reference, and
this Restricted Stock Award is subject to those terms and provisions in all
respects.


 


	
   

  	
  VERTEX PHARMACEUTICALS INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


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