Exhibit 10.1


 


VERTEX PHARMACEUTICALS INCORPORATED


 


1996 STOCK AND OPTION PLAN


 


[Form of Stock Option Grant]


 


This Stock Option
Agreement sets forth the terms and conditions of an Option granted pursuant to
the provisions of the 1996 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
and address]


 


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:


 


[        ]


 


5.                                       Expiration
date of this Option:  [        ],
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 or disability of the Participant.


 


6.                                       Vesting.


 


6.1  Vesting Schedule.  This Option shall vest and become
exercisable, so long as the Participant continues to serve as an employee of
the Company or an Affiliate, in sixteen (16) equal quarterly installments, with
the first such installment vesting three (3) months after the date of grant and
subsequent installments vesting quarterly thereafter until fully vested, except
as otherwise provided in paragraphs 6.2 and 6.3 below. The amounts of such
installments are set forth on the attached schedule.


 


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 employment, and the Option will continue vesting at the
rate 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.


 





















 


6.3  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 Option that would otherwise vest during the one-year
period following the date of death shall be accelerated, and the Option shall
be exercisable as to such installments, together with any previously vested but
unexercised portion of the Option, effective as of the date of death.


 


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


 


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 Option is subject to these terms and
provisions in all respects.


 


9.                                       Exercise.  At any time when the Participant wishes to
exercise this Option, in whole or in part, the Participant shall submit a duly
executed Notice of Exercise, in a form reasonably satisfactory to the Company,
together with payment of the purchase price therefore (a) in U.S. dollars in
cash or by check, or (b) in accordance with a cashless exercise program established
with a securities brokerage firm and approved by the Company, or (c) as
otherwise permitted under the Plan. The Participant agrees to notify the
Company in writing immediately after the Participant makes any Disqualifying
Disposition of any Shares acquired pursuant to the exercise hereof.


 


	
   

  	
  VERTEX
  PHARMACEUTICALS INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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