form8k_exhibit10-2.htm


    Exhibit
10.2

     

     

    
      RESTRICTED
STOCK BONUS AGREEMENT

      


      This
Restricted Stock Bonus Agreement (this “Agreement”), effective as of «GrantDate»
(the “Grant Date”), is by and between Lexicon Pharmaceuticals, Inc., a Delaware
corporation (the “Company”), and «Name» (“Employee”).

      


      To carry
out the purposes of the Company’s 2000 Equity Incentive Plan (the “Plan”), and
the determination of the compensation committee (the “Compensation Committee”)
of the Company’s board of directors (the “Board”) to award Employee a stock
bonus under the Plan, subject to the terms and conditions of this Agreement, of
shares of the Company’s Common Stock, par value $0.001 per share (“Stock”), and
in consideration of the mutual agreements and other matters set forth herein and
in the Plan, the Company and Employee hereby agree as follows:

      


      1.           Grant of
Shares.  The Company hereby grants to Employee a stock bonus,
on the terms and conditions set forth in this Agreement and in
the Plan, consisting of an aggregate of «Shares» shares of Stock (the
“Shares”).

      


      2.           Vesting.  (a)
Subject to the terms and conditions set forth in this Agreement and the Plan,
the interest of Employee in the Shares shall vest with respect to (i) 50% of the
total number of Shares on «VestingDate» and (ii) the remaining Shares on the
first anniversary of the Grant Date; provided that the interest of
Employee in the Shares
shall become fully vested upon (x) a Change in Control (as defined below) or (y)
the termination of Employee’s Continuous Service (as defined in the Plan) by the
Company without Cause (as defined below), by Employee for Good Reason (as
defined below), or as a result of Employee’s death or Disability (as defined in
the Plan).

      


      (b)           For
purposes of the foregoing, the following terms shall have the meanings indicated
below:

       

      
        
          (i)           A
“Change in Control” shall be deemed to have occurred if any of the following
shall have taken place: (A) any “person” (as such term is used in Sections 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) other
than Invus, L.P. and its affiliates (collectively, “Invus”) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, or any
successor provisions thereto), directly or indirectly, of securities of the
Company representing 35% or more of the combined voting power of the Company’s
then-outstanding voting securities; (B) Invus becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act, or any successor provisions
thereto), directly or indirectly, of securities of the Company representing 50%
or more of the combined voting power of the Company’s then-outstanding voting
securities; (C) the consummation of a reorganization, merger, or consolidation,
in each case with respect to which persons who were stockholders of the Company
immediately prior to such reorganization, merger or consolidation do not,
immediately thereafter, own or control more than 50% of the combined voting
power of the reorganized, merged or consolidated Company’s then-outstanding
securities entitled to vote generally in the election of directors in
substantially the same proportions as their ownership of the Company’s
outstanding voting securities prior to such reorganization, merger or
consolidation; (D) a liquidation or dissolution of the Company or the sale of
all or substantially all of the Company’s assets; or (E) following the election
or removal of directors, a majority of the Board consists of individuals who
were not members of the Board two years before such election or removal, unless
the election of each director who is not a director at the beginning of such
two-year period has been approved in advance by directors representing at least
a majority of the directors then in office who were directors at the beginning
of the two-year period.  The Compensation Committee, in its
discretion, may deem any other corporate event affecting the Company to be a
“Change in Control” hereunder.

          


          (ii)           “Cause”
means a termination of Employee’s employment directly resulting from (A)
Employee having engaged in intentional misconduct causing a material violation
by the Company of any state or federal laws, (B) Employee having engaged in a
theft of Company funds or Company assets or in a material act of fraud upon the
Company, (C) an act of personal dishonesty taken by Employee that was
intended to result in personal enrichment of Employee at the expense of the
Company, (D) Employee’s final conviction (or the entry of any plea other than
not guilty) in a court of competent jurisdiction of a felony, or (E) a breach by
Employee of any contractual or fiduciary obligation to the Company, if such
breach results in a material injury to the Company.

          


          (iii)           “Good
Reason” means the occurrence of any of the following events without Employee’s
express written consent: (A) a material diminution in Employee’s base salary,
(B) a material diminution in Employee’s authority, duties, or responsibilities,
or (C) any other action or inaction that constitutes a material breach by the
Company of any contractual obligation to Employee.

        

         

      

      3.           Forfeiture of Unvested
Shares upon Termination of Service.  Simultaneously with
termination of Employee’s Continuous Service, Employee shall automatically
forfeit, and the Company shall reacquire, for no consideration, all of the
Shares as to which the interest of Employee has not vested in accordance with
Section 2 of this Agreement, unless the Company, in its sole discretion, agrees
to waive such right as to some or all of such unvested Shares.

      


      4.           Escrow.  The
certificate or certificates evidencing the Shares shall be delivered to and
deposited with the Secretary of the Company as escrow agent (the “Escrow
Agent”). The Shares may also be held in a restricted book entry account in the
name of Employee.  Such certificates or such book entry shares shall
be held by the Escrow Agent until the interest of Employee in the Shares
represented thereby vests in accordance with Section 2 of this Agreement,
at which time such certificates or book entry shares shall be released by said
Escrow Agent to Employee. Pending such release, all certificates representing
Shares subject to the provisions of this Agreement shall have endorsed thereon
the following legend: “The shares represented by this certificate are subject to
an agreement between the Corporation and the registered holder, a copy of which
is on file at the principal office of this Corporation.” Employee shall have all
the rights of a stockholder with respect to the Shares held in escrow, including
the right to vote such Shares and to receive any cash dividends paid to or made
with respect to such Shares, except for the right to transfer such Shares as
provided in Section 5.

      


      5.           Non-Transferability.  Employee’s
rights under this Agreement, including with respect to any Shares as to which
the interest of Employee has not vested in accordance with Section 2 of this
Agreement, may not be transferred by Employee otherwise than by will or the laws
of descent and distribution or pursuant to a qualified domestic relations order
(as defined in Title I of the Employee Retirement Income Security Act of 1974,
as amended, or the rules thereunder).

      


      6.           Withholding of
Tax.   Employee shall be liable for any and all taxes,
including withholding taxes, arising out of the grant or vesting of Shares
hereunder. Employee may elect to satisfy such withholding tax obligation by
having the Company retain Shares having a Fair Market Value (as defined in the
Plan) equal to the Company’s minimum withholding obligation.  No
Shares shall be released from escrow unless Employee shall have paid or
otherwise satisfied the withholding tax obligations with respect
thereto.

      


      7.           No Right to Continued
Employment. Nothing in this Agreement or the Plan shall confer upon
Employee any right to continue in the employ of the Company or shall interfere
with or restrict in any way the right of the Company, which is hereby expressly
reserved, to terminate Employee’s employment at any time for any reason
whatsoever, with or without Cause and with or without advance
notice.

      


      8.           Equity Incentive
Plan.  The Plan, a copy of which is available for inspection by
Employee at the Company’s principal executive office during business hours, is
incorporated by reference in this Agreement.  This Agreement is
subject to, and the Company and Employee agree to be bound by, all of the terms
and conditions of the Plan. In the event of a conflict between this Agreement
and the Plan, the terms of the Plan shall control.  Subject to the
terms of the Plan, the administrator of the Plan shall have authority to
construe the terms of this Agreement, and the determinations of the
administrator of the Plan shall be final and binding on Employee and the
Company.

      


      9.           Binding
Agreement.  This Agreement shall be binding upon and inure to
the benefit of any successors to the Company and all persons lawfully claiming
under Employee.

      


      10.           Governing
Law.  This Agreement and all actions taken hereunder shall be
governed by and construed in accordance with the laws of the State of
Delaware.

      


      IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and
Employee has executed this Agreement effective for all purposes as of the Grant
Date.

      


      
        
          	 
      	
                  Lexicon
      Pharmaceuticals, Inc.

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Arthur
      T. Sands, M.D., Ph.D.

                
	 
      	 
      	
                  President
      and Chief Executive Officer

                
	 
      	 
      	 
      


        

      

      


      


      
        
          	 
      	
                  Employee

                
	 
      	 
      
	 
      	 
      
	 
      	
                  Name