Exhibit
10.29


RESTRICTED
STOCK AWARD AGREEMENT

UNDER THE EXACT SCIENCES CORPORATION

2000 STOCK OPTION AND INCENTIVE PLAN


 


	
  Name of Grantee:

  	
   

  
	
   

  	
   

  	
   

  
	
  No. of Shares:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
   

  



 


Pursuant to the EXACT Sciences Corporation 2000 Stock Option and
Incentive Plan (the “Plan”) as amended through the date hereof, EXACT Sciences
Corporation (the “Company”) hereby grants a Restricted Stock Award (an “Award”)
to the Grantee named above.  Upon
acceptance of this Award, the Grantee shall receive the number of shares of
Common Stock, par value $.01 per share (the “Stock”) of the Company specified
above, subject to the restrictions and conditions set forth herein and in the
Plan.  The Company acknowledges the
receipt from the Grantee of consideration with respect to the par value of the
Stock in the form of cash, past or future services rendered to the Company by
the Grantee or such other form of consideration as is acceptable to the Board.


 


1.             Acceptance of Award. 
The Grantee shall have no rights with respect to this Award unless he or
she shall have accepted this Award by (i) signing and delivering to the
Company a copy of this Award Agreement, and (ii) delivering to the Company
a stock power endorsed in blank.  Upon
acceptance of this Award by the Grantee, the shares of Restricted Stock so
accepted shall be issued and held by the Company’s transfer agent in book entry
form, and the Grantee’s name shall be entered as the stockholder of record on
the books of the Company.  Thereupon, the
Grantee shall have all the rights of a stockholder with respect to such shares,
including voting and dividend rights, subject, however, to the restrictions and
conditions specified in Paragraph 2 below.


 


2.             Restrictions and Conditions.


 


(a)           Any
book entries for the shares of Restricted Stock granted herein shall bear an
appropriate legend, as determined by the Board in its sole discretion, to the
effect that such shares are subject to restrictions as set forth herein and in
the Plan.


 


(b)           Shares
of Restricted Stock granted herein may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of by the Grantee prior to vesting.


 


(c)           If the Grantee’s
employment with the Company and its Subsidiaries is voluntarily or
involuntarily terminated for any reason (including death) prior to vesting of
shares of Restricted Stock granted herein, all shares of Restricted Stock shall
immediately and automatically be forfeited and returned to the Company.


 


3.             Vesting of Restricted Stock. 
The restrictions and conditions in Paragraph 2 of this Agreement
shall lapse on the Vesting Date or Dates specified in the following schedule so
long 


 





















 


 


as the Grantee
remains an employee of the Company or a Subsidiary on such Dates.  If a series of Vesting Dates is specified,
then the restrictions and conditions in Paragraph 2 shall lapse only with
respect to the number of shares of Restricted Stock specified as vested on such
date.


 


	
   

  	
  Number
  of

  Shares Vested

  	
   

  	
   

  	
  Vesting Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (    %)

  	
   

  	
   

  
	
   

  	
   

  	
  (    %)

  	
   

  	
   

  
	
   

  	
   

  	
  (    %)

  	
   

  	
   

  
	
   

  	
   

  	
  (    %)

  	
   

  	
   

  
	
   

  	
   

  	
  (    %)

  	
   

  	
   

  



 


Subsequent to such Vesting Date or Dates, the shares of Stock on which
all restrictions and conditions have lapsed shall no longer be deemed
Restricted Stock.  The Board may at any
time accelerate the vesting schedule specified in this Paragraph 3.


 


4.             Dividends.  Dividends on
Shares of Restricted Stock shall be paid currently to the Grantee.


 


5.             Incorporation of Plan. 
Notwithstanding anything herein to the contrary, this Agreement shall be
subject to and governed by all the terms and conditions of the Plan, including
the powers of the Board set forth in Section 2 of the Plan.  Capitalized terms in this Agreement shall
have the meaning specified in the Plan, unless a different meaning is specified
herein.


 


6.             Transferability. 
This Agreement is personal to the Grantee, is non-assignable and is not
transferable in any manner, by operation of law or otherwise, other than by
will or the laws of descent and distribution.


 


7.             Tax Withholding. 
The Grantee shall, not later than the date as of which the receipt of this
Award becomes a taxable event for Federal income tax purposes, pay to the
Company or make arrangements satisfactory to the Board for payment of any
Federal, state, and local taxes required by law to be withheld on account of
such taxable event.  Except in the case
where an election is made pursuant to Paragraph 8 below, the Grantee may elect
to have the required minimum tax withholding obligation satisfied, in whole or
in part, by authorizing the Company to withhold from shares of Stock to be
issued or released by the transfer agent a number of shares of Stock with an
aggregate Fair Market Value that would satisfy the withholding amount due.


 


8.             Election Under Section 83(b). 
The Grantee and the Company hereby agree that the Grantee may, within 30
days following the acceptance of this Award as provided in Paragraph 1 hereof,
file with the Internal Revenue Service and the Company an election under Section 83(b) of
the Internal Revenue Code.  In the event
the Grantee makes such an election, he or she agrees to provide a copy of the
election to the Company.  The Grantee
acknowledges that he or she is responsible for obtaining the advice of his or
her tax advisors with regard to the Section 83(b) election and that
her or she is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents with regard to such
election.


 


 


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9.             No Obligation to Continue Employment. 
Neither the Company nor any Subsidiary is obligated by or as a result of
the Plan or this Agreement to continue the Grantee in employment and neither
the Plan nor this Agreement shall interfere in any way with the right of the
Company or any Subsidiary to terminate the employment of the Grantee at any time.


 


10.           Notices.  Notices hereunder shall be mailed or
delivered to the Company at its principal place of business and shall be mailed
or delivered to the Grantee at the address on file with the Company or, in
either case, at such other address as one party may subsequently furnish to the
other party in writing.


 


	
   

  	
  EXACT SCIENCES CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 


The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned.


 


 


	
   

  	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Grantee’s Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Grantee’s name and address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


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