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Exhibit 10.5    
    


35,000
Shares

Sign-on Grant 1 


RESTRICTED STOCK AGREEMENT  


 VERTEX PHARMACEUTICALS INCORPORATED  


        AGREEMENT made as of the 18th day of June, 2008 (the "Grant Date") between Vertex Pharmaceuticals
Incorporated (the "Company"), a Massachusetts corporation having its principal place of business in Cambridge, Massachusetts, and Freda
Lewis-Hall (the "Participant"). 



        WHEREAS,
the Company has adopted the Vertex Pharmaceuticals Incorporated 2006 Stock and Option Plan (the "Plan") to promote the interests
of the Company by providing an incentive for employees, directors and consultants of the Company or its Affiliates; 


        WHEREAS,
pursuant to the provisions of the Plan, the Company desires to offer for sale to the Participant shares of the Company's common stock, $0.01 par value per share
("Common Stock"), in accordance with the provisions of the Plan, all on the terms and conditions hereinafter set forth; 



WHEREAS,
Participant wishes to accept said offer; and 




        WHEREAS,
the parties agree that any terms used and not defined herein have the meanings ascribed to such terms in the Plan. 


        NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows: 



1.    Definitions.



        1.1   "Cause" shall mean: 




	(i)
	the
Participant is convicted of a crime involving moral turpitude;



	(ii)
	the
Participant's willful refusal or failure to follow a lawful directive or instruction of the Company's Board of Directors or the individual(s) to whom the
Participant reports, provided that the Company shall have given the Participant prior written notice of the directive(s) or instruction(s) that the Participant failed to follow, and  provided,
further, that the Company shall have given the Participant, in good faith, 30 days to
correct such failure and further provided that if the Participant corrects such failure, any termination of the Participant's employment on account of such failure shall not be treated for purposes of
this Agreement as a termination of employment for "Cause;"



	(iii)
	the
Participant violates any of the Company's policies made known to the Participant regarding confidentiality, securities trading or insider information; or



	(iv)
	the
Participant, in carrying out the Participant's duties, commits (A) willful gross negligence or (B) willful gross misconduct resulting, in either case,
in material harm to the Company unless such act, or failure to act, was believed by the Participant, in good faith, to be in the best interests of the Company. 





        1.2   a
"Change of Control" shall be deemed to have occurred if: 




	(a)
	any
"person" or "group" as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the "Act"), becomes a beneficial owner, as
such term is used in Rule 13d-3 promulgated under the Act, of securities of the Company representing more than 50% of the combined voting power of the outstanding securities of the
Company having the right to vote in the election of directors; or 










 





	(b)
	all
or substantially all the business or assets of the Company are sold or disposed of, or the Company or a subsidiary of the Company combines with another company
pursuant to a merger, consolidation, or other similar transaction, other than (i) a transaction solely for the purpose of reincorporating the Company or one of its subsidiaries in a different
jurisdiction or recapitalizing or reclassifying the Company's stock; or (ii) a merger or consolidation in which the shareholders of the Company immediately prior to such merger or consolidation
continue to own at least a majority of the outstanding voting securities of the Company or the surviving entity immediately after the merger or consolidation. 






        1.3   "Disability" shall mean a disability as determined under the Company's long-term disability plan or program
in effect at the time the disability first occurs, or if no such plan or program exists at the time of disability, then a "disability" as defined under Internal Revenue Code
("Code") Section 22(e)(3); provided that, solely for purposes of determining whether any amount
that is payable other than upon termination of employment can be made as a result of disability consistent with the provisions of Code Section 409A, the following definition of
"Disability" shall apply: an individual has a "Disability" if he is unable to engage in any substantial
gainful activity because of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of no less than 12 months.
Alternatively, an individual is considered disabled if he is, because of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous
period of at least 12 months, receiving income replacement benefits for a period of not less than three months under the Company's long-term disability plan. 



        1.4   "Employment Agreement" shall mean the Employment Agreement dated June 18, 2008 between the Company and the
Participant. 


        1.5   "Good Reason" shall mean that, without the Participant's consent, one or more of the following events occurs, and the
Participant, at the Participant's own initiative provides notice of termination within 30 days after such event: 



	(i)
	the
Participant's Base Salary is decreased or the target levels under the Company's target bonus program, or equity compensation program are reduced, unless each or any
such reduction is part of an across-the-board proportionate reduction in the salaries, target bonuses, or target equity compensation, as applicable, provided, however, that it
is expressly understood that payments or awards under any such program in amounts lower than the target amounts in accordance with any such program shall not constitute "Good Reason;"



	(ii)
	the
office to which the Participant is assigned is relocated to a place 35 or more miles away and such relocation is not at the Participant's request or with the
Participant's prior agreement (and other than, for Participants assigned to the Company's principal Executive offices, in connection with a change in location of the Company's principal Executive
offices); or



	(iii)
	the
Participant's duties are materially diminished to an extent that results in either (A) the Participant no longer being an "officer," as such term is defined
in Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934; or (B) the Participant ceases to be a member of the executive management team of the Company. 





2.    Terms of Purchase.    The Participant hereby accepts the offer of the Company to issue to the Participant, in accordance with
the terms of the Employment Agreement, the Plan and this Agreement, 35,000 shares of the Company's Common Stock (such shares, subject to adjustment pursuant to 


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Section 17
of the Plan and Subsection 3(g) hereof, the "Granted Shares") at a purchase price per share of $0.01 (the
"Purchase Price"), receipt of which is hereby acknowledged by the Company. 


3.    Company's Lapsing Repurchase Right.


        (a)    Lapsing Repurchase Right.    Except as set forth in Subsection 3(b) hereof, if for any reason the
Participant experiences a Termination of Service prior to June 18, 2012, the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant, and, in
the event the Company exercises such option, the Participant shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of
the Granted
Shares as set forth herein (the "Lapsing Repurchase Right"). The Company's Lapsing Repurchase Right shall lapse with respect to 2,188 of the Granted
Shares on a quarterly basis, beginning on September 18, 2008, unless the Participant shall have, prior to any such quarterly lapsing date, experienced a Termination of Service. The Company's
Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such termination of employment or service. Notwithstanding any other provision hereof, if the Company is
prohibited during such one year period from exercising its Lapsing Repurchase Right by applicable law, then the time period during which such Lapsing Repurchase Right may be exercised shall be
extended until the later of (a) the end of such one-year period or (b) 30 days after the Company is first not so prohibited. 


        (b)    Effect of Termination by the Company Without Cause, or by the Participant for Good Reason.    The Company's
Lapsing Repurchase Right shall terminate, and the Participant's ownership of all Granted Shares then owned by the Participant shall become vested, if the Company or an affiliate terminates the
Participant's employment or service other than for Cause or if the Participant terminates her employment for Good Reason. 



        (c)    Closing.    If the Company exercises the Lapsing Repurchase Right, the Company shall notify the Participant,
or, in the case of the Participant's death, his or her survivor, in writing of its intent to repurchase the Granted Shares that are subject to the Lapsing Repurchase Right. Such notice may be mailed
by the Company up to and including the last day of the time period provided for above for exercise of the Lapsing Repurchase Right. The notice shall specify the place, time and date for payment of the
repurchase price (the "Closing") and the number of Granted Shares with respect to which the Company is exercising the Lapsing Repurchase Right. The
Closing shall be not less than ten days nor more than 60 days from the date of mailing of the notice, and the Participant or the Participant's survivor with respect to the Granted Shares which
the Company elects to repurchase shall have no further rights as the owner thereof from and after the date specified in the notice. At the Closing, the repurchase price shall be delivered to the
Participant or the Participant's survivor and the Granted Shares being repurchased, duly endorsed for transfer, shall, to the extent that they are not then in the possession of the Company, be
delivered to the Company by the Participant or the Participant's survivor. 


        (d)    Escrow.    Each of the Granted Shares that is subject to the Lapsing Repurchase Right, 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 Company's Lapsing Repurchase Right with
respect to such Granted Share shall have lapsed. The Company promptly shall release Granted Shares from escrow upon termination of the Lapsing Repurchase Right with respect to those Granted Shares. 


        (e)    Prohibition on Transfer.    The Participant recognizes and agrees that all Granted Shares that are subject to
the Lapsing Repurchase Right may not be sold, transferred, assigned, hypothecated, pledged, encumbered or otherwise disposed of, whether voluntarily or by operation of law, other than to the Company
(or its designee). However, the Participant, with the approval of the Committee, may transfer the Granted Shares for no consideration to or for the benefit of the Participant's Immediate Family
(including, without limitation, to a trust for the benefit of the Participant's Immediate Family or 


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to
a partnership or limited liability company for one or more members of the Participant's Immediate Family), subject to such limits as the Committee may establish, and the transferee shall remain
subject to all the terms and conditions applicable to this Agreement prior to such transfer and each such transferee shall so acknowledge in writing as a condition precedent to the effectiveness of
such transfer. The term "Immediate Family" shall mean the Participant's spouse, former spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers, nieces and nephews and
grandchildren (and, for this purpose, shall also include the Participant). The Company shall not be required to transfer any Granted Shares on its books which shall have been sold, assigned or
otherwise transferred in violation of this Subsection 3(e), or to treat as the owner of such Granted Shares, or to accord the right to vote as such owner or to pay dividends to, any person or
organization to which any such Granted Shares shall have been so sold, assigned or otherwise transferred, in violation of this Subsection 3(e). 



        (f)    Failure to Deliver Granted Shares to be Repurchased.    If the Granted Shares to be repurchased by the Company
under this Agreement are not in the Company's possession pursuant to Subsection 3(c) above or otherwise and the Participant or the Participant's survivor fails to deliver such Granted Shares to
the Company (or its designee), the Company may elect (i) to establish a segregated account in the amount of the repurchase price, such account to be turned over to the Participant or the
Participant's survivor upon delivery of such Granted Shares, and (ii) immediately to take such action as is appropriate to transfer record title of such Granted Shares from the Participant to
the Company (or its designee) and to treat the Participant and such Granted Shares in all respects as if delivery of such Granted Shares had been made as required by this Agreement. The Participant
hereby irrevocably grants the Company a power of attorney which shall be coupled with an interest for the purpose of effectuating the preceding sentence, which power of attorney shall be terminated,
void and of no further force or effect with respect to those Granted Shares for which the Company's Lapsing Repurchase Right shall have lapsed. 


        (g)    Adjustments.    The Plan contains provisions covering the treatment of Granted Shares in a number of
contingencies such as stock splits and mergers. Provisions in the Plan for adjustment with respect to the Granted Shares and the related provisions with respect to successors to the business of the
Company are hereby made applicable hereunder and are incorporated herein by reference. 


4.    Legend.    In addition to any legend required pursuant to the Plan, all certificates representing the Granted Shares to be
issued to the Participant pursuant to this Agreement shall have endorsed thereon a legend substantially as follows: 



"The
shares represented by this certificate are subject to restrictions set forth in a Restricted Stock Agreement with the Company, a copy of which Agreement is available for inspection at the offices
of the Company or will be made available upon request." 




5.    Incorporation of the Plan.    The Participant specifically understands and agrees that the Granted Shares issued under the
Plan are being sold to the Participant pursuant to the Plan, a copy of which Plan the Participant acknowledges he or she has read and understands and by which Plan he or she agrees to be bound. The
provisions of the Plan are incorporated herein by reference. 


6.    Tax Liability of the Participant and Payment of Taxes.    The Participant acknowledges and agrees that any income or other
taxes due from the Participant with respect to the Granted Shares issued pursuant to this Agreement, including, without limitation, the Lapsing Repurchase Right, shall be the Participant's
responsibility. 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 the
lapsing of any Lapsing Repurchase Right on the part of the Company pursuant to this 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. 


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7.    Equitable Relief.    The Participant specifically acknowledges and agrees that in the event of a breach or threatened breach
of the provisions of this Agreement or the Plan, including the attempted transfer of the Granted Shares by the Participant in violation of this Agreement, monetary damages may not be adequate to
compensate the Company, and, therefore, in the event of such a breach or threatened breach, in addition to any right to damages, the Company shall be entitled to equitable relief in any court having
competent jurisdiction. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for any such breach or threatened breach. 


8.    No Obligation to Maintain Relationship.    The Company is not by the Plan or this Agreement obligated to continue the
Participant as an employee, director or consultant of the Company or an affiliate. The Participant acknowledges: (i) that the Plan is discretionary in nature and may be suspended or terminated
by the Company at any time; (ii) that the grant of the Granted Shares is a one-time benefit which does not create any contractual or other right to receive future grants of shares,
or benefits in lieu of shares; (iii) that all determinations with respect to any such future grants, including, but not limited to, the times when shares shall be granted, the number of shares
to be granted, the purchase price, and the time or times when each share shall be free from a lapsing repurchase right, will be at the sole discretion of the Company; (iv) that the
Participant's participation in the Plan is voluntary; and (v) that the Granted Shares are not part of normal or expected compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments other than as set forth in the Employment Agreement. 


9.    Notices.    Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier
service, facsimile, registered or certified mail, return receipt requested, addressed as follows: 


        If
to the Company: 




Vertex
Pharmaceuticals Incorporated

130 Waverly Street

Cambridge, MA 02139

Attention: Legal Department-Corporate 





        If
to the Participant: 




At
the Participant's home address then

listed in the Company's payroll records 





or
to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given on the earliest of receipt, one business day
following delivery by the sender to a recognized courier service, or three business days following mailing by registered or certified mail. 



10.    Benefit of Agreement.    Subject to the provisions of the Plan and the other provisions hereof, this Agreement shall be for
the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. 


11.    Governing Law.    This Agreement shall be construed and enforced in accordance with the laws of The Commonwealth of
Massachusetts, without giving effect to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, whether at law or in equity, the parties
hereby consent to exclusive jurisdiction in Massachusetts and agree that such litigation shall be conducted in the courts of Boston, Massachusetts or the federal courts of the United States for the
District of Massachusetts. 


12.    Severability.    If any provision of this Agreement is held to be invalid or unenforceable by a court of competent
jurisdiction, then such provision or provisions shall be modified to the extent necessary to 


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make
such provision valid and enforceable, and to the extent that this is impossible, then such provision shall be deemed to be excised from this Agreement, and the validity, legality and
enforceability of the rest of this Agreement shall not be affected thereby. 


13.    Entire Agreement.    This Agreement, together with the Plan and the Employment Agreement, constitutes the entire agreement
and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No
statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this
Agreement provided, however, in any event, this Agreement shall be subject to and governed by the Plan. 


14.    Modifications and Amendments; Waivers and Consents.    The terms and provisions of this Agreement may be modified or amended
as provided in the Plan. Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by
the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of
this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing
waiver or consent. 


15.    Consent of Spouse.    If the Participant is married as of the date of this Agreement, the Participant's spouse shall execute
a Consent of Spouse in the form of Exhibit A hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the
spouse any rights in the Granted Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Participant marries or remarries subsequent to the date hereof, the
Participant shall, not later than 60 days thereafter, obtain his or her new spouse's acknowledgement of and consent to the existence and binding effect of all restrictions contained in this
Agreement by such spouse's executing and delivering a Consent of Spouse in the form of Exhibit A.  


16.    Counterparts.    This Agreement may be executed in one or more counterparts, and by different parties
hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 


17.    Data Privacy.    By entering into this Agreement, the Participant: (i) authorizes the Company and each affiliate, and
any agent of the Company or any affiliate administering the Plan or providing Plan record keeping services, to disclose to the Company or any of its affiliates such information and data as the Company
or any such affiliate shall request in order to facilitate the grant of Granted Shares and the
administration of the Plan; (ii) waives any data privacy rights he or she may have with respect to such information; and (iii) authorizes the Company and each affiliate to store and
transmit such information in electronic form. 


[Signature
page follows] 


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        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. 



	 	 	VERTEX PHARMACEUTICALS
	

 	
 	

INCORPORATED
	

 	
 	

By:	
 	

/s/ Joshua S. Boger
	 	 	 	 	
 Joshua S. Boger

President and Chief Executive Officer
	

 	
 	

PARTICIPANT:
	

 	
 	

/s/ Freda Lewis-Hall
 Freda Lewis-Hall




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35,000 Shares

Sign-on Grant 1 


EXHIBIT
A 


CONSENT
OF SPOUSE 


        I,
                                    ,
spouse of Freda Lewis-Hall, acknowledge that I have read the RESTRICTED STOCK AGREEMENT dated as of June 18, 2008 (the "Agreement") to which this
Consent is attached as Exhibit A and that I know its contents. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Agreement. I am aware that by
its provisions the Granted Shares granted to my spouse pursuant to the Agreement are subject to a Lapsing Repurchase Right in favor of VERTEX PHARMACEUTICALS
INCORPORATED (the "Company") and that, accordingly, the Company has the right to repurchase up to all of the Granted Shares of
which I may become possessed as a result of a gift from my spouse or a court decree and/or any property settlement in any domestic litigation. 



        I
hereby agree that my interest, if any, in the Granted Shares subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community
property interest I may have in the Granted Shares shall be similarly bound by the Agreement. 


        I
agree to the Lapsing Repurchase Right described in the Agreement and I hereby consent to the repurchase of the Granted Shares by the Company and the sale of the Granted Shares by my
spouse or my spouse's legal representative in accordance with the provisions of the Agreement. Further, as part of the consideration for the Agreement, I agree that at my death, if I have not disposed
of any interest of mine in the Granted Shares by an outright bequest of the Granted Shares to my spouse, then the Company shall have the same rights against my legal representative to exercise its
rights of repurchase with respect to any interest of mine in the Granted Shares as it would have had pursuant to the Agreement if I had acquired the Granted Shares pursuant to a court decree in
domestic litigation. 


        I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR
COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT.



        Dated
as of the      day of                        , 2008. 



	 	 	

	 	 	Print name:













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Exhibit 10.5