Exhibit   10.4


BioSphere Medical, Inc.


Restricted Stock Agreement

Granted Under 2006 Stock Incentive Plan


AGREEMENT made this ____ day of _____________, 200[ ],
between BioSphere Medical, 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 2006 Stock
Incentive Plan (the “Plan”), ______ shares (the “Shares”) of common stock,
$0.01 par value, of the Company (“Common Stock”), at a purchase price of
$[  ] 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 options set forth in Sections 2 and 5 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 by the Company for any reason or no
reason, with or without cause, prior to 
_______, [    ], the Company shall
have the right and option (the “Purchase Option”) to purchase from the
Participant, for a sum of $[ ] 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 [restrictions
will generally lapse based upon time and/or performance metrics].


(b)           In the event that
the Participant’s employment with the Company is terminated by reason of death
or disability, the number of the Shares for which the Purchase Option becomes
exercisable shall be __________ percent (__%) of the number of Unvested Shares
for which the Purchase Option would otherwise become exercisable. For this
purpose, “disability” shall mean the inability of the Participant, due to a
medical reason, to carry out his duties as an employee of the Company for a
period of six consecutive months.









 



(c)           If
the Participant is employed by a parent or subsidiary of the Company, any
references in this Agreement to employment with the Company or termination of
employment by or with the Company shall instead be deemed to refer to such
parent or subsidiary.


3.             Exercise of Purchase Option and Closing.


(a)           The Company may
exercise the Purchase Option by delivering or mailing to the Participant (or
his estate), within 90 days after the termination of the employment of the
Participant with the Company, a written notice of exercise of the Purchase
Option. Such notice shall specify the number of Shares to be purchased. If and
to the extent the Purchase Option is not so exercised by the giving of such a
notice within such 90-day period, the Purchase Option shall automatically
expire and terminate effective upon the expiration of such 90-day period.


(b)           Within 10 days after
delivery to the Participant of the Company’s notice of the exercise of the
Purchase Option pursuant to subsection (a) above, the Participant (or
his estate) shall, pursuant to the provisions of the Joint Escrow Instructions
referred to in Section 7 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.



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       4.             Restrictions on Transfer.


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


(b)           The Participant
shall not transfer any Shares, or any interest therein, that are no longer
subject to the Purchase Option.


5.             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.


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


7.             Provisions of the Plan.


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



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(b)           As
provided in the Plan, upon the occurrence of a Reorganization Event (as defined
in the Plan), the repurchase and other rights of the Company hereunder shall
inure to the benefit of the Company’s successor and shall apply to the cash,
securities or other property which the Shares were converted into or exchanged
for pursuant to such Reorganization Event in the same manner and to the same
extent as they applied to the Shares under this Agreement. If, in connection
with a Reorganization Event, a portion of the cash, securities and/or other
property received upon the conversion or exchange of the Shares is to be placed
into escrow to secure indemnification or similar obligations, the mix between
the vested and unvested portion of such cash, securities and/or other property
that is placed into escrow shall be the same as the mix between the vested and
unvested portion of such cash, securities and/or other property that is not
subject to escrow.


8.             Investment Representations.


The Participant represents, warrants and covenants as
follows:


(a)           The Participant is
purchasing the Shares for his own account for investment only, and not with a
view to, or for sale in connection with, any distribution of the Shares in
violation of the Securities Act, or any rule or regulation under the
Securities Act.


(b)           The Participant has
had such opportunity as he has deemed adequate to obtain from representatives
of the Company such information as is necessary to permit him to evaluate the
merits and risks of his investment in the Company.


(c)           The Participant has
sufficient experience in business, financial and investment matters to be able
to evaluate the risks involved in the purchase of the Shares and to make an
informed investment decision with respect to such purchase.


(d)           The Participant can
afford a complete loss of the value of the Shares and is able to bear the
economic risk of holding such Shares for an indefinite period.


(e)           The Participant
understands that (i) the Shares have not been registered under the
Securities Act and are “restricted securities” within the meaning of Rule 144
under the Securities Act; (ii) the Shares cannot be sold, transferred or
otherwise disposed of unless they are subsequently registered under the
Securities Act or an exemption from registration is then available; (iii) in
any event, the exemption from registration under Rule 144 will not be
available for at least one year and even then will not be available unless a
public market then exists for the Common Stock, adequate information concerning
the Company is then available to the public, and other terms and conditions of Rule 144
are complied with; and (iv) there is now no registration statement on file
with the Securities and Exchange Commission with respect to any stock of the
Company and the Company has no obligation or current intention to register the
Shares under the Securities Act.



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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 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 Internal Revenue Code of 1986 with the I.R.S. within 30 days from the date
of purchase.


THE PARTICIPANT
ACKNOWLEDGES THAT IT IS SOLELY THE PARTICIPANT’S 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.


(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.


(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 Sections 4 and 5 of this Agreement.



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(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 12(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 WilmerHale, 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.


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


	
  

  	
   

  	
  BioSphere Medical, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  

  	
   

  	
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  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [Name of Participant]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



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Exhibit A


BioSphere Medical, Inc.


Joint Escrow Instructions


, [    ]


 


___________________

[Secretary]

BioSphere Medical, Inc.






Dear Sir:


As Escrow Agent for BioSphere Medical, 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 Section 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 pursuant to the Agreement, the Company shall give to
Holder and you a written notice specifying the number of Shares to be
purchased, 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 



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Shares being
transferred, and (iii) to deliver the same, together with the certificate
or certificates 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 entity, 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. If you are uncertain of any
actions to be taken or instructions to be followed, you may refuse to act in
the absence of an order, judgment or decrees of a 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 or entity, 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.



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(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 if you believe a dispute has arisen with respect to the delivery
and/or ownership or right of possession of the securities held by you
hereunder, you 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,
(including without limitation the fees of counsel retained pursuant to Section 4(e) above,
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.



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


	
  

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  BioSphere Medical, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HOLDER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:                

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date Signed:

  	
   

  
	
   

  	
   

  	
   

  
	
  ESCROW AGENT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 



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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, $[0.01] par value per share, of                     (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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