Exhibit 10.31**RESTRICTED STOCK AGREEMENT****OXiGENE, INC.**     AGREEMENT made as of the                     day of                                         , 200                    (the “Grant Date”), betweenOXiGENE, Inc., a Delaware corporation having its principal place of business at 230 Third Avenue,Waltham, Massachusetts 02451 (the “Company”), and                                        (the “Participant”).     WHEREAS, the Company has adopted the 2005 Stock Plan (the “Plan”) to promote the interests ofthe Company by providing an incentive for employees, directors and consultants of the Company orits Affiliates;     WHEREAS, pursuant to the provisions of the Plan, the Company desires to offer for sale to theParticipant shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), inaccordance 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 hereto understand and agree that any terms used and not defined hereinhave the meanings ascribed to such terms in the Plan.     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein andfor other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto hereby agree as follows:     1. Terms of Purchase. The Participant hereby accepts the offer of the Company toissue to the Participant, in accordance with the terms of the Plan and this Agreement,                                        Shares of the Company’s Common Stock (such shares, subject to adjustment pursuantto Section 24 of the Plan and Subsection 2.1(h) hereof, the “Granted Shares”) at a purchase priceper share of $**[0**.**01]**(the “Purchase Price”), receipt of which is hereby acknowledged by theParticipant’s prior service to the Company and which amount will be reported as income on theParticipant’s W-2 for this calendar year.     2.1. Company’s Lapsing Repurchase Right.     (a) Lapsing Repurchase Right. In the event that for any reason the Participant is nolonger an employee, director or consultant of the Company or an Affiliate prior to                                        (the “Termination”), the Participant (or the Participant’s Survivor) shall, onthe date of Termination, immediately forfeit to the Company (or its designee) all of the GrantedShares which have not yet lapsed in accordance with the schedule set forth below (the “LapsingRepurchase Right”).
 

 
     The Company’s Lapsing Repurchase Right is as follows:          (i) If the Participant’s Termination is prior to **[the first anniversary of the GrantDate]**, all of the Granted Shares shall be forfeited to the Company.          (ii) If the Participant’s Termination is on or after **[the first anniversary of theGrant Date]**but prior to                                         ,                     %of the Granted Shares shall be forfeited tothe Company.     (b) Effect of Termination for Disability or upon Death. The following rules apply ifthe Participant’s Termination is by reason of Disability or death: to the extent the Company’sLapsing Repurchase Right has not lapsed as of the date of Disability or death, as case may be, theParticipant shall forfeit to the Company any or all of the Granted Shares subject to such LapsingRepurchase Right; provided, however, that the Company’s Lapsing Repurchase Right shall be deemed tohave lapsed to the extent of a pro rata portion of the Granted Shares through the date ofDisability or death, as would have lapsed had the Participant not become Disabled or died, as thecase may be. The proration shall be based upon the number of days accrued in such current vestingperiod prior to the Participant’s date of Disability or death, as the case may be.     (c) Effect of a For Cause Termination. Notwithstanding anything to the contrarycontained in this Agreement, in the event the Company or an Affiliate terminates the Participant’semployment or service for Cause (as defined in the Plan) or in the event the Administratordetermines, within one year after the Participant’s termination, that either prior or subsequent tothe Participant’s termination the Participant engaged in conduct that would constitute Cause, allof the Granted Shares then held by the Participant shall be forfeited to the Company immediately asof the time the Participant is notified that he or she has been terminated for Cause or that he orshe engaged in conduct which would constitute Cause.     **(d)****Effect of Change of Control****. Except as otherwise provided in Subsection 2.1(c)above, the Company’s Lapsing Repurchase Right shall terminate, and the Participant’s ownership ofall Granted Shares then owned by the Participant shall become vested immediately prior to a changeof control of the Company. See the Adjustments section B. Corporate Transactions of the Plan Description for a description of achange of control of the Company.**     (e) Escrow. The certificates representing all Granted Shares acquired by theParticipant hereunder which from time to time are subject to the Lapsing Repurchase Right shall bedelivered to the Company and the Company shall hold such Granted Shares in escrow as provided inthis Subsection 2.1(e). The Company shall promptly release from escrow and deliver to theParticipant a certificate for the whole number of Granted Shares, if any, as to which the Company’sLapsing Repurchase Right has lapsed. In the event of forfeiture to the Company of Granted Sharessubject to the Lapsing Repurchase Right, the Company shall release from escrow and cancel acertificate for the number of Granted Shares so forfeited. Any securities distributed in respectof the Granted Shares held in escrow, including, without limitation, shares issued as a result ofstock splits, stock dividends or other recapitalizations, shall also be held in escrow in the samemanner as the Granted Shares.
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     (f) Prohibition on Transfer. The Participant recognizes and agrees that all GrantedShares which 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 oflaw, other than to the Company (or its designee). However, the Participant, with the approval ofthe Administrator, may transfer the Granted Shares for no consideration to or for the benefit ofthe Participant’s Immediate Family (including, without limitation, to a trust for the benefit ofthe Participant’s Immediate Family or to a partnership or limited liability company for one or moremembers of the Participant’s Immediate Family), subject to such limits as the Administrator mayestablish, and the transferee shall remain subject to all the terms and conditions applicable tothis Agreement prior to such transfer and each such transferee shall so acknowledge in writing as acondition precedent to the effectiveness of such transfer. The term “Immediate Family” shall meanthe Participant’s spouse, former spouse, parents, children, stepchildren, adoptive relationships,sisters, brothers, nieces and nephews and grandchildren (and, for this purpose, shall also includethe Participant). The Company shall not be required to transfer any Granted Shares on its bookswhich shall have been sold, assigned or otherwise transferred in violation of this Subsection2.1(f), or to treat as the owner of such Granted Shares, or to accord the right to vote as suchowner or to pay dividends to, any person or organization to which any such Granted Shares shallhave been so sold, assigned or otherwise transferred, in violation of this Subsection 2.1(f).     (g) Failure to Deliver Granted Shares to be Repurchased. In the event that theGranted Shares to be forfeited to the Company under this Agreement are not in the Company’spossession pursuant to Subsection 2.1(e) above or otherwise and the Participant or theParticipant’s Survivor fails to deliver such Granted Shares to the Company (or its designee), theCompany may immediately take such action as is appropriate to transfer record title of such GrantedShares from the Participant to the Company (or its designee) and treat the Participant and suchGranted Shares in all respects as if delivery of such Granted Shares had been made as required bythis Agreement. The Participant hereby irrevocably grants the Company a power of attorney whichshall be coupled with an interest for the purpose of effectuating the preceding sentence.     (h) Adjustments. The Plan contains provisions covering the treatment of Shares in anumber of contingencies such as stock splits and mergers. Provisions in the Plan for adjustmentwith respect to the Granted Shares and the related provisions with respect to successors to thebusiness of the Company are hereby made applicable hereunder and are incorporated herein byreference.     2.2 General Restrictions on Transfer of Granted Shares.     (a) If in connection with a registration statement filed by the Company pursuant to theSecurities Act of 1933, as amended (the “1933 Act”), the Company or its underwriter so requests,the Participant will agree not to sell any of his or her Granted Shares whether or not the LapsingRepurchase Right has lapsed for a period not to exceed the lesser of: (i) 180 days following theeffectiveness of such registration statement or (ii) such period as the officers and directors ofthe Company agree not to sell their Common Stock of the Company.
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     (b) The Participant acknowledges and agrees that neither the Company nor, its shareholders norits directors and officers, has any duty or obligation to disclose to the Participant any materialinformation regarding the business of the Company or affecting the value of the Shares before, atthe time of, or following a Termination, including, without limitation, any information concerningplans for the Company to make a public offering of its securities or to be acquired by or mergedwith or into another firm or entity.     3. Securities Law Compliance. The Participant specifically acknowledges and agreesthat any sales of Granted Shares shall be made in accordance with the requirements of the 1933 Act.     4. Rights as a Stockholder. The Participant shall have all the rights of astockholder with respect to the Granted Shares, including voting and dividend rights, subject tothe transfer and other restrictions set forth herein and in the Plan.     5. Legend. In addition to any legend required pursuant to the Plan, all certificatesrepresenting the Granted Shares to be issued to the Participant pursuant to this Agreement shallhave endorsed thereon a legend substantially as follows:“The shares represented by this certificate are subject to restrictions set forth in aRestricted Stock Agreement dated as of                                         with this Company, a copy ofwhich Agreement is available for inspection at the offices of the Company or will bemade available upon request.”     6. Incorporation of the Plan. The Participant specifically understands and agreesthat the Granted Shares issued under the Plan are being sold to the Participant pursuant to thePlan, a copy of which Plan the Participant acknowledges he or she has read and understands and bywhich Plan he or she agrees to be bound. The provisions of the Plan are incorporated herein byreference.     7. Tax Liability of the Participant and Payment of Taxes. The Participant acknowledgesand agrees that any income or other taxes due from the Participant with respect to the GrantedShares issued pursuant to this Agreement, including, without limitation, the Lapsing RepurchaseRight, shall be the Participant’s responsibility. Without limiting the foregoing, the Participantagrees that, to the extent that the lapsing of restrictions on disposition of any of the GrantedShares or the declaration of dividends on any such shares before the lapse of such restrictions ondisposition results in the Participant’s being deemed to be in receipt of earned income under theprovisions of the Code, the Company shall be entitled to immediate payment from the Participant ofthe amount of any tax required to be withheld by the Company.     Upon execution of this Agreement, the Participant may file an election under Section 83 of theCode in substantially the form attached as Exhibit B. The Participant acknowledges that ifshe does not file such an election, as the Granted Shares are released from the Lapsing RepurchaseRight in accordance with Section 2.1, the Participant will have income for tax
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purposes equal tothe fair market value of the Granted Shares at such date, less the price paid for the GrantedShares by the Participant.1     **[**The Participant shall be required to deposit with the Company an amount of cash equal to theamount determined by the Company to be required with respect to the statutory minimum of theParticipant’s estimated total federal, state and local tax obligations associated with thetermination of the Lapsing Repurchase right with respect to the Granted Shares. In connection withthe foregoing, the Participant agrees that the Company shall authorize a registered broker(s) (the“Broker”) to sell on the date that the Granted Shares shall be released from the Lapsing RepurchaseRight such number of Granted Shares as the Company instructs the Broker to sell to satisfy theCompany’s withholding obligations, after deduction of the Broker’s commission, and the Broker shallremit to the Company the cash necessary in order for the Company to satisfy its withholdingobligation. The Company shall not deliver any of the Granted Shares until the deposit requiredherein for withholding has been made. In connection with such sale of Granted Shares, theParticipant shall execute any such documents requested by Broker in order to effectuate the sale ofthe Granted Shares and payment of the withholding obligation to the Company.**]**     8. Equitable Relief. The Participant specifically acknowledges and agrees that in theevent of a breach or threatened breach of the provisions of this Agreement or the Plan, includingthe 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 ofsuch a breach or threatened breach, in addition to any right to damages, the Company shall beentitled to equitable relief in any court having competent jurisdiction. Nothing herein shall beconstrued as prohibiting the Company from pursuing any other remedies available to it for any suchbreach or threatened breach.     9. No Obligation to Maintain Relationship. The Company is not by the Plan or thisAgreement obligated to continue the Participant as an employee, director or consultant of theCompany or an Affiliate. The Participant acknowledges: (i) that the Plan is discretionary innature and may be suspended or terminated by the Company at any time; (ii) that the grant of theShares is a one-time benefit which does not create any contractual or other right to receive futuregrants of shares, or benefits in lieu of shares; (iii) that all determinations with respect to anysuch 1 If the Shares are purchased at fair market value then the 83(b) election would be protective in natureand would not result in any additional tax on purchase of the Shares. If the Shares are being purchased at adiscount from fair market value, the 83(b) election accelerates the timing of the taxationto the time of the grant, and later dispositions aretaxed at capital gain rates. If the 83(b) election is not made thenthe tax is paid at the time the restrictionslapse (which could result in a higher possible taxable spread at that time).An 83(b) election must be made within 30 days of the grant.   If the Company pays cash dividends and an 83(b) election is filed, dividends receive dividend tax treatment.However, if no 83(b) election is made (as is the case with most public companies) the Employee will payordinary income tax rates on the cash dividend payments until the restrictions on the sharesunderlying those dividends lapse.   If no 83(b) election is filed consider adding the following to the Agreement: The Participanthas agreed not to file an election with respect to the Granted Shares under Section 83 of the Codeand has obtained the advice or has been given the opportunity to obtain the advice of his or her taxadvisors with respect to the tax consequences of the purchase of the Granted Shares and theprovisions of this Agreement.
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future grants, including, but not limited to, the times when shares shall be granted, thenumber of shares to be granted, the purchase price, and the time or times when each share shall befree from a lapsing repurchase right, will be at the sole discretion of the Company; (iv) that theParticipant’s participation in the Plan is voluntary; (v) that the value of the Shares is anextraordinary item of compensation which is outside the scope of the Participant’s employmentcontract, if any; and (vi) that the Shares are not part of normal or expected compensation forpurposes of calculating any severance, resignation, redundancy, end of service payments, bonuses,long-service awards, pension or retirement benefits or similar payments.     10. Notices. Any notices required or permitted by the terms of this Agreement or thePlan shall be given by recognized courier service, facsimile, registered or certified mail, returnreceipt requested, addressed as follows:     If to the Company at the principal business office listed on the first page of this Agreement.     If to the Participant:**EMPLOYEE NAME AND ADDRESS**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 dayfollowing delivery by the sender to a recognized courier service, or three business days followingmailing by registered or certified mail.     11. Benefit of Agreement. Subject to the provisions of the Plan and the otherprovisions 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.     12. Governing Law. This Agreement shall be construed and enforced in accordance withthe laws of the State of Delaware, 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 inequity, the parties hereby consent to exclusive jurisdiction in the Commonwealth of Massachusettsand agree that such litigation shall be conducted in the courts of the Commonwealth ofMassachusetts or the federal courts of the United States for the District of Massachusetts.     13. Severability. If any provision of this Agreement is held to be invalid orunenforceable by a court of competent jurisdiction, then such provision or provisions shall bemodified to the extent necessary to make such provision valid and enforceable, and to the extentthat this is impossible, then such provision shall be deemed to be excised from this Agreement, andthe validity, legality and enforceability of the rest of this Agreement shall not be affectedthereby.     14. Entire Agreement. This Agreement, together with the Plan, constitutes the entireagreement and understanding between the parties hereto with respect to the subject matter hereof
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and supersedes all prior oral or written agreements and understandings relating to the subjectmatter hereof. No statement, representation, warranty, covenant or agreement not expressly setforth in this Agreement shall affect or be used to interpret, change or restrict the express termsand provisions of this Agreement provided, however, in any event, this Agreement shall be subjectto and governed by the Plan.     15. Modifications and Amendments; Waivers and Consents. The terms and provisions ofthis 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 therefromgranted, only by written document executed by the party entitled to the benefits of such terms orprovisions. No such waiver or consent shall be deemed to be or shall constitute a waiver orconsent 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 purposefor which it was given, and shall not constitute a continuing waiver or consent.     16. Consent of Spouse/Domestic Partner. If the Participant has a spouse or domesticpartner as of the date of this Agreement, the Participant’s spouse or domestic partner shallexecute a Consent of Spouse/Domestic Partner in the form of Exhibit A hereto, effective asof the date hereof. Such consent shall not be deemed to confer or convey to the spouse or domesticpartner any rights in the Granted Shares that do not otherwise exist by operation of law or theagreement of the parties. If the Participant subsequent to the date hereof, marries, remarries orapplies to the Company for domestic partner benefits, the Participant shall, not later than 60 daysthereafter, obtain his or her new spouse/domestic partner’s acknowledgement of and consent to theexistence and binding effect of all restrictions contained in this Agreement by having suchspouse/domestic partner execute and deliver a Consent of Spouse/Domestic Partner in the form ofExhibit A.     17. Counterparts. This Agreement may be executed in one or more counterparts, and bydifferent parties hereto on separate counterparts, each of which shall be deemed an original, butall of which together shall constitute one and the same instrument.     18. Data Privacy. By entering into this Agreement, the Participant: (i) authorizesthe Company and each Affiliate, and any agent of the Company or any Affiliate administering thePlan or providing Plan record keeping services, to disclose to the Company or any of its Affiliatessuch information and data as the Company or any such Affiliate shall request in order to facilitatethe grant of Shares and the administration of the Plan; (ii) waives any data privacy rights he orshe may have with respect to such information; and (iii) authorizes the Company and each Affiliateto store and transmit such information in electronic form.[THE NEXT PAGE IS THE SIGNATURE PAGE]
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst above written.         **OXiGENE, INC.**           By:             Name: James Murphy    Title: Vice President and Chief Financial Officer           Participant:                       Print Name:           DateSigned:   
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EXHIBIT ACONSENT OF SPOUSE/DOMESTIC PARTNER     I,                                         , spouse or domestic partner of                                         , acknowledge that I have read the RESTRICTED STOCK AGREEMENT datedas of                      (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 theAgreement. I am aware that by its provisions the Granted Shares granted to my spouse/domesticpartner pursuant to the Agreement are subject to a Lapsing Repurchase Right in favor of OXiGENE,Inc. (the “Company”) and that, accordingly, I may be required to forfeit to the Company any or allof the Granted Shares of which I may become possessed as a result of a gift from my spouse/domesticpartner 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 shallbe irrevocably bound by the Agreement and further understand and agree that any community propertyinterest 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 theforfeiture of the Granted Shares to the Company by my spouse/domestic partner or my spouse/domesticpartner’s legal representative in accordance with the provisions of the Agreement. Further, aspart of the consideration for the Agreement, I agree that at my death, if I have not disposed ofany interest of mine in the Granted Shares by an outright bequest of the Granted Shares to myspouse or domestic partner, then the Company shall have the same rights against my legalrepresentative to exercise its rights to the Granted Shares with respect to any interest of mine inthe Granted Shares as it would have had pursuant to the Agreement if I had acquired the GrantedShares pursuant to a court decree in domestic litigation.     **I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARECOMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TOTHIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THEAGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT.**     Datedas of the                      day of                                         , 200_.        Print name:  
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EXHIBIT B**Election to Include Gross Income in Year**