Exhibit 10.2


VERTEX
PHARMACEUTICALS INCORPORATED

2006 STOCK AND OPTION PLAN


Form
of Stock Option Grant


This Agreement
sets forth the terms and conditions of an Option granted pursuant to the
provisions of the 2006 Stock and Option Plan (the “Plan”) of Vertex
Pharmaceuticals Incorporated (the “Company”) to the Participant whose
name appears below, covering the number of Shares of Common Stock of the
Company set forth below, pursuant to the provisions of the Plan and on the
following express terms and conditions. Capitalized terms not otherwise defined
herein shall have the same meanings as set forth in the Plan.


1.             Name and address of Participant to
whom this Option is granted:


[name and address]


2.             Number of Shares of Common Stock
subject to this Option:


[        ] Shares


3.             Purchase price of Shares subject to
this Option:


[        ] per Share


4.             Date of grant of this Option:


[        ]


5.             Expiration date of this Option:


[        ], subject to earlier termination
in the event of any Termination of Service of the Participant or otherwise in
accordance with the provisions of the Plan. This Option may not be exercised
later than three (3) months after the Participant’s termination of
employment with the Company and its Affiliates except as provided in the Plan in
the event of death of the Participant.


6.             Vesting.


6.1          Vesting Schedule. This
Option shall vest and become exercisable, so long as the Participant continues
to serve as an Employee, Non-Employee Director, consulant or advisor of the
Company or an Affiliate, in sixteen (16) equal quarterly installments, with the
first such installment vesting three (3) months after the date of grant
and subsequent installments vesting every three months thereafter until fully
vested, except as otherwise provided in paragraphs 6.2 and 6.3 below.


6.2          Absence. This Option
shall not vest during any period of long-term disability or personal leave of
absence of the Participant from the Company or an Affiliate (as determined
under applicable Company policies). If the Participant resumes employment with
the Company after a personal leave of absence or long-term disability in
accordance with applicable Company policies, vesting shall resume upon the
resumption of eligibility, and the Option will continue vesting at the rate
provided in paragraph 6.1 above until the Option is fully exercisable.









 



Notwithstanding the foregoing, in no event shall the
term of the Option be extended beyond the date set forth in Section 5
above.


6.3          Death of the Participant. In
the event of the death of the Participant while serving as an Employee,
Non-Employee Director, consultant or advisor of the Company or an Affiliate,
the vesting of those installments of this Option that would otherwise vest
during the one-year period following the date of death shall be accelerated,
and the Option shall be exercisable as to such installments, together with any
previously vested but unexercised portion of the Option, effective as of the
date of death for the period set forth in the Plan.


7.            [Option type]. This Option is [NOT] designated as an incentive
stock option within the meaning of Section 422(b) of the Internal
Revenue Code of 1986.


8.             Plan. The
Participant hereby acknowledges receipt of a copy of the Plan as presently in
effect. The text and all of the terms and provisions of the Plan are
incorporated herein by reference, and this Agreement is subject to these terms
and provisions in all respects.


9.             Exercise. The Participant may exercise
this Option in the manner set forth in Section 9 of the Plan.


	
  

  	
  VERTEX PHARMACEUTICALS INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 



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