Exhibit
10.2


 


VERTEX PHARMACEUTICALS
INCORPORATED


 


1996 STOCK AND OPTION PLAN


 


[Form of Restricted Stock Award]


 


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:


 


[name and address]


 


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


 


[          ]
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.  Except
as otherwise provided in section 5.2, the Shares shall vest in four (4)
equal annual installments, with the first such installment vesting on the first
anniversary of the date of grant of the Shares, and subsequent installments
vesting annually on subsequent anniversaries thereafter until all of the
granted Shares have vested.  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.


 


5.2                                 Death of the
Participant.  In the event of the
death of the Participant while an employee of the Company or an Affiliate, the
vesting of those installments of this Stock Agreement that would otherwise vest
during the one-year period following the date of death shall be accelerated.


 


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
Stock Agreement, including on account of the vesting of the Shares, shall


 





















 


be the Participant’s responsibility. 
By accepting this 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 Stock Agreement, 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.  All Shares which 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 time as the Shares 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 Stock Agreement is
subject to those terms and provisions in all respects.


 


	
   

  	
  VERTEX PHARMACEUTICALS INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


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