Exhibit 10.1


 


GENAISSANCE
PHARMACEUTICALS, INC.


 


Restricted
Stock Agreement

Granted Under 2000 Amended and Restated Equity Incentive Plan


 


AGREEMENT made as of this 7th day of January, 2005,
between Genaissance Pharmaceuticals, Inc., a Delaware corporation
(the “Company”), and                                     
(the “Participant”).


 


For valuable consideration, receipt of which is
acknowledged, the parties hereto agree as follows:


 


1.                                       Purchase of Shares.


 


The Company shall issue and sell to the Participant,
and the Participant shall purchase from the Company, subject to the terms and
conditions set forth in this Agreement and in the Company’s 2000 Amended and
Restated Equity Incentive Plan, as amended (the “Plan”),             
shares (the “Shares”) of common stock, $0.001 par value, of the Company (“Common
Stock”), at a purchase price of $0.001 per
share.  The aggregate purchase price for
the Shares shall be paid by the Participant by check payable to the order of
the Company or such other method as may be acceptable to the Company.  Upon receipt by the Company of payment for
the Shares, the Company shall issue to the Participant one or more certificates
in the name of the Participant for that number of Shares purchased by the
Participant.  The Participant agrees that
the Shares shall be subject to the purchase option set forth in Section 2
of this Agreement and the restrictions on transfer set forth in Section 4
of this Agreement.


 


2.                                       Purchase Option.


 


(a)                                  In
the event that the Participant ceases to be employed as an employee, officer or
director of, or consultant or advisor to, the Company for any reason or no
reason, with or without cause, including, without limitation, upon the death,
disability, termination or retirement of the Participant, prior to February 17,
2006, the Company shall, upon the date of such termination (the “Termination
Date”), have the right and option (the “Purchase Option”) for a period of 60
days from such date to purchase from the Participant, for a sum of $0.001 per
share (the “Option Price”), some or all of the Unvested Shares (as defined
below).


 


“Unvested Shares” means the total number of Shares
multiplied by the Applicable Percentage at the time the Purchase Option becomes
exercisable by the Company.  The “Applicable
Percentage” shall be (i) 100% during the period ending February 16,
2006 and (ii) 0% after February 16, 2006. For purposes of this
Agreement, employment with the Company shall include employment with a parent
or subsidiary of the Company, if any.


 





















 


3.                                       Exercise of Purchase Option and Closing.


 


(a)                                  Unless
the Company notifies the Participant within 60 days from the Termination Date
that it does not intend to exercise its Purchase Option with respect to some or
all of the Unvested Shares, the Purchase Option shall be deemed automatically
exercised by the Company as of the 60th day following such
termination, provided that the Company may exercise the Purchase Option by
delivering or mailing to the Participant (or his estate), within 60 days after
the Termination Date, a written notice of exercise of the Purchase Option.  Such notice shall specify the number of
Shares to be purchased.  Unless the
Participant is otherwise notified by the Company pursuant to the preceding
sentences that the Company does not intend to exercise its Purchase Option as
to some or all of the Unvested Shares to which it applies at the time of
termination, execution of this Agreement by the Participant constitutes written
notice to the Participant of the Company’s intention to exercise its Purchase Option
with respect to all Unvested Shares to which such Purchase Option applies.


 


(b)                                 Within
10 days after (i) delivery to the Participant of the Company’s notice of
the exercise of the Purchase Option, which supplements the notice provided
herein, or (ii) the deemed exercise of the Purchase Option, each pursuant
to subsection (a) above, the Participant (or his estate) shall,
pursuant to the provisions of the Joint Escrow Instructions referred to in Section 6
below, tender to the Company at its principal offices the certificate or
certificates representing the Shares which the Company has elected to purchase
in accordance with the terms of this Agreement, duly endorsed in blank or with
duly endorsed stock powers attached thereto, all in form suitable for the
transfer of such Shares to the Company. 
Promptly following its receipt of such certificate or certificates, the
Company shall pay to the Participant the aggregate Option Price for such Shares
(provided that any delay in making such payment shall not invalidate the
Company’s exercise of the Purchase Option with respect to such Shares).


 


(c)                                  After
the time at which any Shares are required to be delivered to the Company for
transfer to the Company pursuant to subsection (b) above, the Company
shall not pay any dividend to the Participant on account of such Shares or
permit the Participant to exercise any of the privileges or rights of a
stockholder with respect to such Shares, but shall, in so far as permitted by
law, treat the Company as the owner of such Shares.


 


(d)                                 The
Option Price may be payable, at the option of the Company, in cancellation of
all or a portion of any outstanding indebtedness of the Participant to the
Company or in cash (by check) or both.


 


(e)                                  The
Company shall not purchase any fraction of a Share upon exercise of the
Purchase Option, and any fraction of a Share resulting from a computation made
pursuant to Section 2 of this Agreement shall be rounded to the nearest
whole Share (with any one-half Share being rounded upward).


 


(f)                                    The
Company may assign its Purchase Option to one or more persons or entities.


 


4.                                       Restrictions on Transfer.


 


(a)                                  The
Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise
dispose of or encumber, by operation of law or otherwise (collectively “transfer”)
any


 


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Shares, or any interest
therein, that are subject to the Purchase Option, except that the Participant
may transfer such Shares (i) to or for the benefit of any spouse,
children, parents, uncles, aunts, siblings, grandchildren and any other
relatives approved by the Board of Directors or a committee thereof
(collectively, “Approved Relatives”) or to a trust established solely for the
benefit of the Participant and/or Approved Relatives, provided that such
Shares shall remain subject to this Agreement (including without limitation the
restrictions on transfer set forth in this Section 4 and the Purchase
Option) and such permitted transferee shall, as a condition to such transfer,
deliver to the Company a written instrument confirming that such transferee
shall be bound by all of the terms and conditions of this Agreement or (ii) as
part of the sale of all or substantially all of the shares of capital stock of
the Company (including pursuant to a merger or consolidation), provided
that, in accordance with the Plan, the securities or other property received by
the Participant in connection with such transaction shall remain subject to
this Agreement.


 


5.                                       Agreement in Connection with Public Offering.


 


The Participant agrees, in connection with an
underwritten public offering of the Company’s securities pursuant to a
registration statement under the Securities Act, (i) not to sell, make
short sale of, loan, grant any options for the purchase of, or otherwise
dispose of any shares of Common Stock held by the Participant (other than those
shares included in the offering) without the prior written consent of the
Company or the underwriters managing such underwritten public offering of the
Company’s securities for a period of 180 days from the effective date of such
registration statement, and (ii) to execute any agreement reflecting
clause (i) above as may be requested by the Company or the managing
underwriters at the time of such offering.


 


6.                                       Escrow.


 


The Participant shall, upon the execution of this
Agreement, execute Joint Escrow Instructions in the form attached to this
Agreement as Exhibit A.  The
Joint Escrow Instructions shall be delivered to the Secretary of the Company,
as escrow agent thereunder.  The
Participant shall deliver to such escrow agent a stock assignment duly endorsed
in blank, in the form attached to this Agreement as Exhibit B, and
hereby instructs the Company to deliver to such escrow agent, on behalf of the
Participant, the certificate(s) evidencing the Shares issued hereunder.  Such materials shall be held by such escrow
agent pursuant to the terms of such Joint Escrow Instructions.


 


7.                                       Restrictive Legends.


 


All certificates representing Shares shall have
affixed thereto legends in substantially the following form, in addition to any
other legends that may be required under federal or state securities laws:


 


“The
shares of stock represented by this certificate are subject to the restrictions
on transfer and an option to purchase set forth in a certain Restricted Stock
Agreement between the corporation and the registered owner of these shares (or
his or her successor in


 


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interest),
and such Agreement is available for inspection without charge at the office of
the Secretary of the corporation.”


 


8.                                       Provisions of the Plan.


 


This Agreement is subject to the provisions of the
Plan, a copy of which is furnished to the Participant with this Agreement.


 


9.                                       Withholding Taxes; Section 83(b) Election.


 


(a)                                  The
Participant acknowledges and agrees that the Company has the right to deduct
from payments of any kind otherwise due to the Participant any federal, state
or local taxes of any kind required by law to be withheld with respect to the
purchase of the Shares by the Participant or the lapse of the Purchase Option.


 


(b)                                 The
Participant acknowledges and agrees that the Company has the right in its sole
discretion, in addition to the right granted to the Company pursuant to Section 9(a) hereof
and the other rights of the Company herein, to cause certain of the Shares
otherwise due to the Participant to be surrendered by the Participant to the
Company in order to satisfy any federal, state or local taxes of any kind
required by law to be withheld by the Company with respect to the purchase of
the Shares by the Participant or the lapse of the Purchase Option.


 


(c)                                  The
Participant has reviewed with the Participant’s own tax advisors the federal,
state, local and foreign tax consequences of this investment and the
transactions contemplated by this Agreement. 
The Participant is relying solely on such advisors and not on any
statements or representations of the Company or any of its agents.  The Participant understands that the
Participant (and not the Company) shall be responsible for the Participant’s
own tax liability that may arise as a result of this investment or the
transactions contemplated by this Agreement. 
The Participant understands that it may be beneficial in many
circumstances to elect to be taxed at the time the Shares are purchased rather
than when and as the Company’s Purchase Option expires by filing an election
under Section 83(b) of the Code with the I.R.S. within 30 days from
the date of purchase.


 


THE PARTICIPANT
ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE
COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE
PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON
THE PARTICIPANT’S BEHALF.


 


10.                                 Miscellaneous.


 


(a)                                  No
Rights to Employment.  The
Participant acknowledges and agrees that the vesting of the Shares pursuant to Section 2
hereof is earned only by continuing service as an employee at the will of the
Company (not through the act of being hired or purchasing Shares
hereunder).  The Participant further
acknowledges and agrees that the transactions contemplated hereunder and the
vesting schedule set forth herein do not constitute an express or implied
promise of continued engagement as an employee or consultant for the vesting
period, for any period, or at all.


 


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(b)                                 Severability.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, and each other
provision of this Agreement shall be severable and enforceable to the extent
permitted by law.


 


(c)                                  Waiver.  Any provision for the benefit of the Company
contained in this Agreement may be waived, either generally or in any
particular instance, by the Board of Directors of the Company or a committee
thereof.


 


(d)                                 Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of the Company and the Participant and
their respective heirs, executors, administrators, legal representatives,
successors and assigns, subject to the restrictions on transfer set forth in Section 4
of this Agreement.


 


(e)                                  Notice.   All notices required or permitted hereunder
shall be in writing and deemed effectively given upon personal delivery or five
days after deposit in the United States Post Office, by registered or certified
mail, postage prepaid, addressed to the other party hereto at the address shown
beneath his or its respective signature to this Agreement, or at such other
address or addresses as either party shall designate to the other in accordance
with this Section 10(e).


 


(f)                                    Pronouns.  Whenever the context may require, any
pronouns used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and pronouns shall
include the plural, and vice versa.


 


(g)                                 Entire
Agreement.  This Agreement and the
Plan constitute the entire agreement between the parties, and supersedes all
prior agreements and understandings, relating to the subject matter of this
Agreement.


 


(h)                                 Amendment.  This Agreement may be amended or modified
only by a written instrument executed by both the Company and the Participant.


 


(i)                                     Governing
Law.  This Agreement shall be
construed, interpreted and enforced in accordance with the internal laws of the
State of Delaware without regard to any applicable conflicts of laws.


 


(j)                                     Participant’s
Acknowledgments.  The Participant
acknowledges that he or she: (i) has read this Agreement; (ii) has been
represented in the preparation, negotiation, and execution of this Agreement by
legal counsel of the Participant’s own choice or has voluntarily declined to
seek such counsel; (iii) understands the terms and consequences of this
Agreement; (iv) is fully aware of the legal and binding effect of this
Agreement; and (v) understands that the law firm of Wilmer Cutler
Pickering Hale and Dorr LLP, is acting as counsel to the Company in connection
with the transactions contemplated by the Agreement, and is not acting as
counsel for the Participant.


 


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


 


	
   

  	
  GENAISSANCE
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ben
  D. Kaplan

  
	
   

  	
  Title:

  	
  Senior
  Vice President and Chief Financial

  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Participant

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


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Exhibit A


 


Genaissance
Pharmaceuticals, Inc.


 


Joint Escrow Instructions


 


January 7,
2005


 


Secretary

Genaissance Pharmaceuticals, Inc.

Five Science Park

New Haven, CT  06511


 


Dear Sir:


 


As Escrow Agent for Genaissance Pharmaceuticals, Inc.,
a Delaware corporation, and its successors in interest under the Restricted
Stock Agreement (the “Agreement”) of even date herewith, to which a copy of
these Joint Escrow Instructions is attached (the “Company”), and the
undersigned person (“Holder”), you are hereby authorized and directed to hold
the documents delivered to you pursuant to the terms of the Agreement in
accordance with the following instructions:


 


1.                                       Appointment.  Holder irrevocably authorizes the Company to
deposit with you any certificates evidencing Shares (as defined in the
Agreement) to be held by you hereunder and any additions and substitutions to
said Shares.  For purposes of these Joint
Escrow Instructions, “Shares” shall be deemed to include any additional or
substitute property.  Holder does hereby
irrevocably constitute and appoint you as his attorney-in-fact and agent for
the term of this escrow to execute with respect to such Shares all documents
necessary or appropriate to make such Shares negotiable and to complete any
transaction herein contemplated.  Subject
to the provisions of this paragraph 1 and the terms of the Agreement,
Holder shall exercise all rights and privileges of a stockholder of the Company
while the Shares are held by you.


 


2.                                       Closing
of Purchase.


 


(a)                                  Upon
any purchase by the Company of the Shares in connection with (i) the
Company’s notice of the exercise of the Purchase Option or (ii) the deemed
exercise of the Purchase Option, each in accordance with the terms of the
Agreement, the Company shall give to Holder and you a written notice specifying
the purchase price for the Shares, as determined pursuant to the Agreement, and
the time for a closing hereunder (the “Closing”) at the principal office of the
Company.  Holder and the Company hereby
irrevocably authorize and direct you to close the transaction contemplated by
such notice in accordance with the terms of said notice.


 


(b)                                 At
the Closing, you are directed (i) to date the stock assignment form or
forms necessary for the transfer of the Shares, (ii) to fill in on such
form or forms the number of Shares being transferred, and (iii) to deliver
same, together with the certificate or certificates


 


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evidencing
the Shares to be transferred, to the Company against the simultaneous delivery
to you of the purchase price for the Shares being purchased pursuant to the
Agreement.


 


3.                                       Withdrawal.  The Holder shall have the right to withdraw
from this escrow any Shares as to which the Purchase Option (as defined in the
Agreement) has terminated or expired.


 


4.                                       Duties
of Escrow Agent.


 


(a)                                  Your
duties hereunder may be altered, amended, modified or revoked only by a writing
signed by all of the parties hereto.


 


(b)                                 You
shall be obligated only for the performance of such duties as are specifically
set forth herein and may rely and shall be protected in relying or refraining
from acting on any instrument reasonably believed by you to be genuine and to
have been signed or presented by the proper party or parties.  You shall not be personally liable for any
act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact
of Holder while acting in good faith and in the exercise of your own good
judgment, and any act done or omitted by you pursuant to the advice of your own
attorneys shall be conclusive evidence of such good faith.


 


(c)                                  You
are hereby expressly authorized to disregard any and all warnings given by any
of the parties hereto or by any other person or Company, excepting only orders
or process of courts of law, and are hereby expressly authorized to comply with
and obey orders, judgments or decrees of any court.  In case you obey or comply with any such
order, judgment or decree of any court, you shall not be liable to any of the
parties hereto or to any other person, firm or Company by reason of such
compliance, notwithstanding any such order, judgment or decree being
subsequently reversed, modified, annulled, set aside, vacated or found to have
been entered without jurisdiction.


 


(d)                                 You
shall not be liable in any respect on account of the identity, authority or
rights of the parties executing or delivering or purporting to execute or
deliver the Agreement or any documents or papers deposited or called for
hereunder.


 


(e)                                  You
shall be entitled to employ such legal counsel and other experts as you may
deem necessary properly to advise you in connection with your obligations
hereunder and may rely upon the advice of such counsel.


 


(f)                                    Your
rights and responsibilities as Escrow Agent hereunder shall terminate if (i) you
cease to be Secretary of the Company or (ii) you resign by written notice
to each party.  In the event of a
termination under clause (i), your successor as Secretary shall become
Escrow Agent hereunder; in the event of a termination under clause (ii),
the Company shall appoint a successor Escrow Agent hereunder.


 


(g)                                 If
you reasonably require other or further instruments in connection with these
Joint Escrow Instructions or obligations in respect hereto, the necessary
parties hereto shall join in furnishing such instruments.


 


(h)                                 It
is understood and agreed that should any dispute arise with respect to the
delivery and/or ownership or right of possession of the securities held by you
hereunder, you


 


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are authorized and
directed to retain in your possession without liability to anyone all or any
part of said securities until such dispute shall have been settled either by
mutual written agreement of the parties concerned or by a final order, decree
or judgment of a court of competent jurisdiction after the time for appeal has
expired and no appeal has been perfected, but you shall be under no duty
whatsoever to institute or defend any such proceedings.


 


(i)                                     These
Joint Escrow Instructions set forth your sole duties with respect to any and
all matters pertinent hereto and no implied duties or obligations shall be read
into these Joint Escrow Instructions against you.


 


(j)                                     The
Company shall indemnify you and hold you harmless against any and all damages,
losses, liabilities, costs, and expenses, including attorneys’ fees and
disbursements, for anything done or omitted to be done by you as Escrow Agent
in connection with this Agreement or the performance of your duties hereunder,
except such as shall result from your gross negligence or willful misconduct.


 


5.                                       Notice.  Any notice required or permitted hereunder
shall be given in writing and shall be deemed effectively given upon personal
delivery or upon deposit in the United States Post Office, by registered or
certified mail with postage and fees prepaid, addressed to each of the other
parties thereunto entitled at the following addresses, or at such other
addresses as a party may designate by ten days’ advance written notice to each
of the other parties hereto.


 


	
  COMPANY:

  	
   

  	
  Notices to the
  Company shall be sent to the address set forth in the salutation hereto,
  Attn: President

  
	
   

  	
   

  	
   

  
	
  HOLDER:

  	
   

  	
  Notices to
  Holder shall be sent to the address set forth below Holder’s signature below.

  
	
   

  	
   

  	
   

  
	
  ESCROW AGENT:

  	
   

  	
  Notices to the
  Escrow Agent shall be sent to the address set forth in the salutation hereto.

  



 


6.                                       Miscellaneous.


 


(a)                                  By
signing these Joint Escrow Instructions, you become a party hereto only for the
purpose of said Joint Escrow Instructions, and you do not become a party to the
Agreement.


 


(b)                                 This
instrument shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.


 


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  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  Genaissance
  Pharmaceuticals, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ben
  D. Kaplan

  
	
   

  	
  Title:

  	
  Senior
  Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOLDER:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date Signed:

  	
   

  	
   

  
	
  ESCROW AGENT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Ben D. Kaplan

  	
   

  	
   

  
	
  Title:

  	
  Secretary

  	
   

  	
   

  
												



 


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Exhibit B


 


(STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE)


 


FOR VALUE RECEIVED, I hereby sell, assign and transfer unto                                     
(                  )
shares of Common Stock, $0.001 par value per share, of Genaissance
Pharmaceuticals, Inc. (the “Corporation”) standing in my name on the books
of the Corporation represented by Certificate(s) Number                     
herewith, and do hereby irrevocably constitute and appoint                                             
attorney to transfer the said stock on the books of the Corporation with full
power of substitution in the premises.


 


	
   

  	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  IN PRESENCE OF

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


NOTICE: The signature(s) to this assignment must
correspond with the name as written upon the face of the certificate, in every
particular, without alteration, enlargement, or any change whatever and must be
guaranteed by a commercial bank, trust company or member firm of the Boston,
New York or Midwest Stock Exchange.


 


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