Exhibit
10.2


 


DISCOVERY
PARTNERS INTERNATIONAL, INC.


 


Stock Issuance


Grant Notice

(2000 Stock Incentive Plan)


 


This Stock Issuance Grant
Notice (the “Grant
Notice”) sets forth the terms and conditions under which
Discovery Partners International, Inc. (the “Company”),
pursuant to its 2000 Stock Incentive Plan (the “Plan”),
hereby awards to Participant as a stock issuance (a “Stock Issuance Award”)
or as a right (a “Share
Right”) to receive shares of the Company’s common stock in the
future (a “Deferred Stock
Issuance Award”) as set forth below (individually, an “Award”), covering the
number of shares set forth below.  This
Award is subject to all of the terms and conditions as set forth herein and in
the Stock Issuance Agreement (the “Stock Issuance Agreement”) and the Plan, and all attachments
thereto, each of which is attached hereto and incorporated herein in its
entirety.


 


	
  Participant:

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
   

  
	
  Vesting Commencement
  Date:

  	
   

  	
   

  
	
  Number of Shares
  Subject to Award:

  	
   

  	
   

  
	
  Consideration:

  	
   

  	
  Participant’s Services

  



 


	
  Type of Award:(1)

  	
   

  	
   ̈
  Stock Issuance Award 

  (default if none chosen)

  	
   ̈  Deferred Stock Issuance Award

  
	
  Distribution Date

  For Deferred Stock

  Issuance Award

  (check only one box):

  	
   

  	
  If the Award is a
  Deferred Stock Issuance Award, then, with respect to a Share Right 

  
	
   

  	
   

  	
  that has vested, shares
  of Common Stock shall be distributed upon the earliest of the following
  dates:  (complete only one selection
  below)*

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   ̈

  	
                 ,
  20    (2)

  
	
   

  	
   

  	
   ̈

  	
  Earlier of (i)                ,
  20    (3) and (ii) cessation of Service

  
	
   

  	
   

  	
  o

  	
  Cessation of
  Service  (default if no distribution
  option chosen)

  
	
   

  	
   

  	
  o

  	
                   years
  after cessation of Service

  
	
   

  	
   

  	
   

  	
   

  
	
  
  

  

  

  
	
   

  	
   

  	
  * Notwithstanding the
  selection above, shares of Common Stock will be issued immediately, in a
  single payment, upon either (i) a cessation of Service due to death or
  permanent and total disability, or (ii) a Corporate Transaction (as defined
  in the Plan) in which the Award is not assumed by the successor corporation
  (or parent thereof).

  
	
   

  	
   

  	
   

  
	
  Form of Payment under

  Deferred Stock Issuance Award

  (complete only one selection): 

  	
   

  	
   ̈

  	
  “Lump Sum” payment  (default if no payment option chosen)

  
	
   

  	
   

  	
   ̈

  	
  Annual payments over              
  years

  
	
   

  	
   

  	
   

  	
   

  
	
  Form of Tax Withholding:(4)

  	
   

  	
   

  	
   

  
	
  (check only one box):

  	
   

  	
  o

  	
  Payment with cash or
  check  (default if no form of
  withholding chosen)

  
	
   

  	
   

  	
   ̈

  	
  Withholding of shares
  (only for the minimum statutory withholding)

  
						



 










(1)  The Type of Award, and, in the case of a Deferred Stock
Issuance Award, the Distribution Date and the Form of Payment must be completed
in order for the Award to be effective.


(2)  Date must be subsequent to the date all shares become
fully vested


(3)  Date must be subsequent to the date all shares become
fully vested


(4)  Income tax only.


 





















 


 


Vesting Schedule:                                           The
stock grant shall vest in the following manner:


 


a.               25% of
such stock grant shall vest upon the completion of 5 years of service (“Vesting
Period”) following         , provided,
however, that in the event the closing stock price exceeds $     
per share for any 30 consecutive calendar days during the Vesting Period, such
portion of the stock grant shall vest upon the later of: i)          ,
or ii) the first such time that the closing stock price has exceeded $       
per share for 30 consecutive calendar days during the Vesting Period.


 


b.              25% of
such stock grant shall vest upon the completion of the Vesting Period,
provided, however, that in the event the closing stock price exceeds $       
per share for any 30 consecutive calendar days during the Vesting Period, such
portion of the stock grant shall vest upon the later of: i)        ,
or ii) the first such time that the closing stock price has exceeded $         per share for 30 consecutive calendar days
during the Vesting Period.


 


c.               25% of
such stock grant shall vest upon the completion of the Vesting Period,
provided, however, that in the event the closing stock price exceeds $          
per share for any 30 consecutive calendar days during the Vesting Period, such
portion of the stock grant shall vest upon the later of: i)            ,
or ii) the first such time that the closing stock price has exceeded $            per share for 30 consecutive calendar days
during the Vesting Period.


 


d.              25% of
such stock grant shall vest upon the completion of the Vesting Period,
provided, however, that in the event the closing stock price exceeds $        
per share for any 30 consecutive calendar days during the Vesting Period, such
portion of the stock grant shall vest upon the later of: i)         ,
or ii) the first such time that the closing stock price has exceeded $           per share for 30 consecutive calendar days
during the Vesting Period.


 


Additional
Terms/Acknowledgements: 
The undersigned Participant acknowledges receipt of, and understands and
agrees to, this Grant Notice, the Stock Issuance Agreement and the Plan, and
all attachments thereto.  Participant
further acknowledges that as of the Grant Date, this Grant Notice, the Stock
Issuance Agreement and the Plan, and all attachments thereto, set forth the
entire understanding between Participant and the Company regarding the
acquisition of stock in the Company and supersede all prior oral and written
agreements on that subject with the exception of (i) Awards previously granted
and delivered to Participant under the Plan, and (ii) employment contracts,
including employment offer letters, or change in control agreements.


 


 


	
  Discovery
  Partners International, Inc.

  	
   

  	
  Participant:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
						



 


	
  Attachments:

  	
   

  	
  I.

  	
   

  	
  Stock Issuance
  Agreement

  
	
   

  	
   

  	
  II.

  	
   

  	
  Discovery Partners
  International, Inc. 2000 Stock Incentive Plan

  
	
   

  	
   

  	
  III.

  	
   

  	
  Form of Assignment
  Separate From Certificate (for Stock Issuance Awards only)

  
	
   

  	
   

  	
  IV.

  	
   

  	
  Form of Joint Escrow
  Instructions (for Stock Issuance Awards only)

  



 





















 


Attachment I


 


STOCK
ISSUANCE AGREEMENT


 





















 


Attachment II


 


DISCOVERY
PARTNERS INTERNATIONAL, INC.


2000
STOCK INCENTIVE PLAN


 





















 


Attachment III


 


FORM OF
ASSIGNMENT SEPARATE FROM CERTIFICATE 


 





















 


Attachment IV


 


FORM OF
JOINT ESCROW INSTRUCTIONS