Exhibit 10.4**RESTRICTED STOCK AGREEMENT**     THIS RESTRICTED STOCK AGREEMENT (this **“Agreement"**) is made and entered into by and betweenEncysive Pharmaceuticals Inc., a Delaware corporation (the **“Company"**) and                                         , anindividual (**“Grantee"**) on the day of                     , 20     , (the **“Grant Date"**), pursuant tothe Encysive Pharmaceuticals Inc. 2007 Incentive Plan (the **“Plan"**). The Plan is incorporated byreference herein in its entirety. Capitalized terms not otherwise defined in this agreement shallhave the meaning given to such terms in the Plan.     WHEREAS, Grantee is an employee of the Company, and in connection therewith, the Companydesires to grant to Grantee a Restricted Stock Award for                       shares of the Company’s commonstock, par value $.005 per share (the **“Common Stock"**), subject to the terms and conditions of thisAgreement, with a view to increasing Grantee’s interest in the Company’s welfare and growth; and     WHEREAS, Grantee desires to have the opportunity to be a holder of shares of the Company’sCommon Stock subject to the terms and conditions of this Agreement.     NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements containedherein, and other good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:     **1. Grant of Common Stock**. Subject to the restrictions, forfeiture provisions and other termsand conditions set forth herein (i) the Company grants to Grantee                      (          ) shares ofCommon Stock (**“Grant Shares"**), and (ii) Grantee shall have and may exercise all rights andprivileges of ownership of such shares, including, without limitation, the voting rights of suchshares and the right to receive any dividends declared in respect thereof. This Agreement issubject to, and the Company shall have the right to, require Grantee to reimburse the Company for,or the Company may withhold from any amounts which it may owe Grantee, all amounts required byapplicable federal, state and local law in respect of the issuance or vesting of the Grant Shares.     **2. Transfer Restrictions**.     (a) *Generally*. Grantee shall not sell, assign, transfer, exchange, pledge, encumber, gift,devise, hypothecate or otherwise dispose of (collectively, **“Transfer"**) any Grant Shares. Thetransfer restrictions imposed by this Section 2 shall lapse as to approximately fiftypercent (50%) of the Grant Shares on                     , 20     , and                                         ,20     , until all GrantShares are fully vested; *provided, however*, that, subject to Section 3, Grantee then is,and continuously since the Grant Date has been, an employee of the Company. The Grant Shares as towhich such restrictions so lapse are referred to as **“Vested Shares.”**
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     [Based on the Grant Date, transfer restrictions will vest 50% on the lapse day (“Lapse Day”) ineach applicable lapse year (“Lapse Year”):     Grant Date Lapse Day Lapse YearMarch 1 — August 31 May 31 Grant Year +2 yrs and +3 yrsSeptember 1 — December meeting of          compensation committee November 30 Grant Year +2 yrs and +3 yrsAfter December meeting of compensation          committee — last day of February] November 30 Grant Year +1 yr and +2 yrs          (b) *Change in Control*. If there is a Change in Control of the Company (as defined in thePlan), the transfer restrictions of this Section 2 shall automatically cease as of theeffective date of such Change in Control, and all the Grant Shares shall thereafter be 100 percent(100%) vested.     **3. Forfeiture**.          (a) *Termination of Employment*. If Grantee’s employment with the Company is terminated by theCompany or Grantee for any reason, then Grantee shall immediately forfeit all Grant Shares whichare not Vested Shares unless the Committee, in its discretion, determines that any or all of suchGrant Shares shall not be so forfeited.          (b) *Forfeited Shares*. All shares of Common Stock forfeited hereunder automatically shallrevert to the Company and become canceled. Any certificate(s) representing Grant Shares whichinclude forfeited shares shall only represent that number of Grant Shares which have not beenforfeited hereunder. Upon the Company’s request, Grantee agrees for himself and any otherholder(s) to tender to the Company any certificate(s) representing Grant Shares which includeforfeited shares for a new certificate representing the unforfeited number of Grant Shares.     **4. Issuance of Certificate.**          (a) The Grant Shares may not be transferred until they become Vested Shares. Further, theVested Shares may not be sold or otherwise disposed of in any manner which would constitute aviolation of any applicable federal or state securities laws in the opinion of counsel satisfactoryto the Company. The Company shall issue the shares in the name of the Grantee in “book-entry form”and held with the transfer agent that is responsible for issuance of securities for the Company.The transferability of the shares shall be restricted pursuant to the restrictions, terms andconditions (including forfeiture and restrictions against transfer) contained herein and in thePlan. A copy of the Plan and Agreement are on file in the office of the Secretary of EncysivePharmaceuticals Inc., 4848 Loop Central Drive, Suite 700, Houston, Texas 77081. The transferagent will be notified to place appropriate designations on the “book entry” shares to reflectthese restrictions on transfer.          (b) The shares issued pursuant to this Section 4, held in “book-entry” form, together with thestock powers relating to the Grant Shares, shall be held by the Company. TheCompany shall issue to the Grantee a receipt evidencing the “book-entry” form of shares heldby it.
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     **5. Miscellaneous.**          (a) *Certain Transfers Void*. Any purported Transfer of shares of Common Stock in breach of anyprovision of this Agreement shall be void and ineffectual, and shall not operate to Transfer anyinterest or title in the purported transferee.          (b) *No Fractional Shares*. All provisions of this Agreement concern whole shares of CommonStock. If the application of any provision hereunder would yield a fractional share, suchfractional share shall be rounded down to the next whole share if it is less than 0.5 and roundedup to the next whole share if it is 0.5 or more.          (c) *Not an Employment or Service Agreement*. This Agreement is not an employment agreement,and this Agreement shall not be, and no provision of this Agreement shall be construed orinterpreted to create (i) any employment relationship between Grantee and the Company or (ii) anyagreement by the Company to continue the directorship of the Grantee for any time period.          (d) *Notices*. Any notice, instruction, authorization, request or demand required hereundershall be in writing, and shall be delivered either by personal delivery, by telegram, telex,telecopy or similar facsimile means, by certified or registered mail, return receipt requested, orby courier or delivery service, addressed to the Company at the address indicated beneath itssignature on the execution page of this Agreement, and to Grantee at his address indicated on theCompany’s stock records, or at such other address and number as a party shall have previouslydesignated by written notice given to the other party in the manner hereinabove set forth. Noticesshall be deemed given when received, if sent by facsimile means (confirmation of such receipt byconfirmed facsimile transmission being deemed receipt of communications sent by facsimile means);and when delivered and receipted for (or upon the date of attempted delivery where delivery isrefused), if hand-delivered, sent by express courier or delivery service, or sent by certified orregistered mail, return receipt requested.          (e) *Amendment and Waiver*. This Agreement may be amended, modified or superseded only bywritten instrument executed by the Company and Grantee. Any waiver of the terms or conditionshereof shall be made only by a written instrument executed and delivered by the party waivingcompliance. Any waiver granted by the Company shall be effective only if executed and delivered bya duly authorized executive officer of the Company other than Grantee. The failure of any party atany time or times to require performance of any provisions hereof, shall in no manner effect theright to enforce the same. No waiver by any party of any term or condition, or the breach of anyterm or condition contained in this Agreement in one or more instances shall be deemed to be, orconstrued as, a further or continuing waiver of any such condition or breach or a waiver of anyother condition or the breach of any other term or condition.
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          (f) *Governing Law and Severability*. This Agreement shall be governed by the internal laws,and not the laws of conflict, of the State of Texas. The invalidity of any provision of thisAgreement shall not affect any other provision of this Agreement, which shall remain in full forceand effect.          (g) *Successors and Assigns*. Subject to the limitations which this Agreement imposes upontransferability of shares of Common Stock, this Agreement shall bind, be enforceable by and inureto the benefit of the Company and its successors and assigns, and Grantee, and Grantee’s permittedassigns and upon death, estate and beneficiaries thereof (whether by will or the laws of descentand distribution), executors, administrators, agents, legal and personal representatives.[SIGNATURE PAGE FOLLOWS]
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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date firstabove written.       **COMPANY**:       ENCYSIVE PHARMACEUTICALS INC.       By:              Name:              Title:             Address: Encysive Pharmaceuticals Inc.    4848 Loop Central Drive, Suite 700    Houston, Texas 77081       Facsimile No.: (713) 796-8232       Attention: Chief Executive Officer            **GRANTEE**:            Signature             Printed Name            **GRANTEE’S SPOUSE**:             Signature             Printed Name
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