Exhibit 10.3


VERTEX
PHARMACEUTICALS INCORPORATED

2006 STOCK AND OPTION PLAN


Form
of Restricted Stock Award


This Agreement
sets forth the terms and conditions of shares of a stock grant 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, for 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 the Shares are granted:


[name and address]


2.             Number of Shares in Stock Grant:


[        ] Shares


3.             Purchase price of Shares:


$0.01 per Share


4.             Date of grant of the Shares:


[        ]


5.             Vesting.


5.1          Vesting Schedule and Company’s
Repurchase Right. Except as otherwise provided in section
5.2, the Shares shall vest in four (4) equal annual installments, with the
first such installment vesting on the first anniversary of the date of grant of
the Shares, and subsequent installments vesting annually on subsequent
anniversaries thereafter until all of the granted Shares have vested. Upon any
Termination of Service of the Participant, vesting of the Shares shall
immediately cease, and the Company shall have a right to repurchase any
unvested Shares from the Participant at a price per Share equal to the purchase
price per Share set forth in section 3 above. The Company’s right to so
repurchase the Shares shall be valid for a period of one year beginning on the
date of any Termination of Service of the Participant, or, if the Company is
prohibited by law from such repurchase at the time of Termination of Service,
for thirty days after any such prohibition is terminated.


5.2          Death of the Participant. In
the event of the death of the Participant while an employee of the Company or
an Affiliate, the vesting of those installments of this Agreement that would
otherwise vest during the one-year period following the date of death shall be
accelerated.


5.3          Agreement with respect to Tax Payments
and Withholding. The Participant acknowledges and agrees that
any income or other taxes due from the Participant with respect to the Shares
issued pursuant to this Agreement, including on account of the vesting of the
Shares, shall be the Participant’s responsibility. By accepting this Stock
Award, the Participant agrees and acknowledges that (i) the Company promptly will withhold from the
Participant’s pay the amount of taxes the









 



Company is required to withhold upon any vesting of
Shares pursuant to this Agreement, and (ii) the
Participant shall make immediate payment to the Company in the amount of any
tax required to be withheld by the Company in excess of the Participant’s pay
available for such withholding.


6.             Restrictions on Transfer. The
Shares may not be sold, transferred, assigned, hypothecated, pledged,
encumbered or otherwise disposed of, whether voluntarily or by operation of
law, at any time before they become vested Shares pursuant to Section 5. Any
such purported transfer shall be null and void, and shall not be recognized by
the Company or recorded on its books.


7.             Escrow. All
Shares which have not vested pursuant to Section 5, together with any
securities distributed in respect thereof such as through a stock split or
other recapitalization, shall be held by the Company in escrow until such time
as the Shares have vested. The Company promptly shall release vested Shares
from escrow.


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


	
  

  	
  VERTEX PHARMACEUTICALS INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 



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