Form of Deferred Stock Unit Award Grant Notice



 Exhibit 10.2 
 RENOVIS, INC. 
 2003 STOCK PLAN, AS AMENDED 
 DEFERRED STOCK UNIT AWARD GRANT NOTICE AND 
 DEFERRED STOCK AWARD AGREEMENT 
 Renovis, Inc., a Delaware corporation, (the “Company”), pursuant to its 2003 Stock
Plan, as amended, (the “Plan”), hereby grants to the individual listed below (“Participant”), an award of units of Deferred Stock (“Deferred Stock Units” or
“DSUs”) with respect to the number of shares of Stock set forth below (the “Shares”). This Deferred Stock Unit Award is subject to all of the terms and conditions as set forth herein and in the
Deferred Stock Unit Award Agreement attached hereto as Exhibit A (the “Deferred Stock Unit Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Grant Notice and the Deferred Stock Unit Agreement. 
  

			
	Participant:	  	John Walker
		
	Grant Date:	  	October 2, 2007
		
	Vesting Commencement Date:	  	October 2, 2007
		
	Total Number of DSUs:	  	100,000
		
	Vesting Schedule:	  	 1/36 of the Deferred Stock Units shall vest for each calendar month of service after the Vesting Commencement Date, such that all of the Deferred
Stock Units are vested on October 1, 2010, subject to Participant’s continued employment or service with the Company or it successor through the applicable vesting date. Pursuant to the terms of the Deferred Stock Unit Agreement, immediately
prior to the consummation of a Change in Control, twenty-five percent (25%) of the Deferred Stock Units shall vest, such that the total Deferred Stock Units vested as of the consummation of a Change in Control would equal the sum of (i) 25,000 and
(ii) (a) 1/36th of the total shares subject to the Deferred Stock Units multiplied by (b) the number of full months of continued service provided by
Participant from the Vesting Commencement Date through the consummation of a Change in Control. Following any such Change in Control, the Deferred Stock Units shall continue to vest at a rate of 1/36th of the total number of Deferred Stock Units initially granted hereunder on each monthly anniversary of the Vesting Commencement Date thereafter, subject to Participant’s
continued service to the Company.
  
 In no event shall any Deferred Stock
Units vest following Participant’s termination of service with the Company or its Subsidiaries (a “Separation from Service”).









 By Participant’s signature and the Company’s signature below, Participant agrees to be bound by the terms and
conditions of the Plan, the Deferred Stock Unit Agreement and this Grant Notice. Participant has reviewed the Deferred Stock Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Deferred Stock Unit Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of
the Company upon any questions arising under the Plan, this Grant Notice or the Deferred Stock Unit Agreement. 
  

									
	RENOVIS, INC.:	 		 	PARTICIPANT:
					
	By:	 	  
	 		 	By:	 	  

	Print Name:	 	Marlene Perry	 		 	Print Name:	 	  

	Title:	 	 SVP Human Resources
 and Facilities
	 		 		 	
	Address:	 	Two Corporate Drive	 		 	Address:	 	  

		 	So. San Francisco, CA 94080	 		 		 	  









 EXHIBIT A 
 TO DEFERRED STOCK UNIT AWARD GRANT NOTICE 
 RENOVIS, INC. DEFERRED STOCK UNIT AWARD AGREEMENT 

 Pursuant to the Deferred Stock Unit Award Grant Notice (the “Grant Notice”) to which this Deferred Stock Unit Award Agreement (the
“Agreement”) is attached, Renovis, Inc., a Delaware corporation (the “Company”) has granted to Participant the right to receive the number of Deferred Stock Units under the 2003 Stock Plan, as amended
from time to time (the “Plan”), as set forth in the Grant Notice. The Award is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and
this Agreement, the terms of the Plan shall control. 
 1. Grant of the DSUs. As set forth in the Grant Notice, the Company hereby
grants the Participant DSUs in exchange for past and future services to the Company subject to all the terms and conditions in this Agreement, the Grant Notice and the Plan. However, no Shares shall be issued to the Participant until the time set
forth in Section 4. Prior to actual payment of any Shares, such DSUs will represent an unsecured obligation of the Company, payable only from the general assets of the Company. 
 2. Definitions. All capitalized terms used in this Agreement without definition shall have the meanings ascribed to them in the Plan and the Grant
Notice. Whenever used herein, “Change in Control” shall mean the consummation of any of the following transactions: 
 (a) the closing of a business combination (such as a merger or consolidation) of the Company with any other corporation or other type of business entity (such as a limited liability company), other than a business combination which would
result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of
the total voting power represented by the voting securities of the Company or such controlling surviving entity outstanding immediately after such business combination; or 
 (b) the sale, lease, exchange or other transfer or disposition by the Company of all or substantially all (more than seventy percent (70%)) of the
Company’s assets by value; or 
 (c) an acquisition of any voting securities of the Company by any “person” (as the term
“person” is used for purposes of Section 13(d) or Section 14(d) of the Exchange Act) immediately after which such person has “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of more than fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities. 
 Acceleration of Vesting. Immediately prior to the consummation of a Change in Control,
twenty-five percent (25%) of the Deferred Stock Units shall vest, such that the total Deferred Stock Units vested as of the consummation of a Change in Control would equal the sum of (i) 25,000 and (ii) (a) 1/36th of the total shares subject to the Deferred Stock Units multiplied by (b) the number of full months of continued service provided by Participant from the
Vesting Commencement Date through the consummation of such Change in Control. Following any such Change in Control, the Deferred Stock Units shall continue to vest at a rate of 1/36th of the total number of Deferred Stock Units initially subject to this Agreement on each monthly anniversary of the Vesting Commencement Date thereafter, subject to Participant’s continued service to the Company.

 3. Issuance of Stock. 







 (a) Timing of Distribution. Shares shall be issued to the Participant with respect to vested DSUs
as soon as administratively practicable after the earliest to occur of the following: (i) a date specified by the Company that is between January 1 and March 15 of the calendar year following the calendar year of the vesting date,
(ii) the Participant’s Separation from Service, (iii) the Participant’s Disability, (iv) the Participant’s death, or (v) a Change in Control. 
 (b) General. Shares issued pursuant to this Section 4 shall be issued (either in book-entry form or otherwise) to the Participant or the
Participant’s beneficiaries, as the case may be. No fractional Shares shall be issued under this Agreement. In the event Participant ceases to be an Employee, consultant to the Company or member of the Board the DSUs shall cease vesting
immediately upon such cessation of service and any unvested DSUs awarded by this Agreement shall be forfeited. 
 4. Taxes.
Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to require payment to the Company or any of its Subsidiaries any sums required by federal, state or local tax law to be withheld with respect to the issuance
of the Deferred Stock Units, the distribution of shares of Stock with respect thereto, or any other taxable event related to the Deferred Stock Units. The Company may permit the Participant to make such payment in one or more of the forms specified
below: 
 (a) by cash or check made payable to the Company; 
 (b) by the deduction of such amount from other compensation payable to Participant; 
 (c) in the sole
discretion of the Company, by requesting that the Company withhold a net number of vested Shares otherwise issuable having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and
its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; or 
 (d) in any combination of the foregoing. 
 In the event Participant fails to provide timely payment of all sums required by
the Company pursuant to this Section 5, the Company shall have the right and option, but not obligation, to treat such failure as an election by Participant to satisfy all or any portion of his or her required payment obligation by means of
requesting the Company to withhold vested Shares otherwise issuable in accordance with clause (c) above. The Company shall not be obligated to deliver any new certificate representing Shares issuable with respect to the Deferred Stock Units to
Participant or Participant’s legal representative unless and until Participant or Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable to the
taxable income of Participant resulting from the grant of the Deferred Stock Units, the distribution of the Shares issuable with respect thereto, or any other taxable event related to the Deferred Stock Units. 
 5. Rights as Stockholder. Neither the Participant nor any person claiming under or through the Participant will have any of the rights or
privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book entry form) will have been issued and recorded on the records of the Company or
its transfer agents or registrars, and delivered to the Participant (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, the Participant will have all the rights of a stockholder of the
Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. 







 6. Conditions to Issuance of Certificates. Notwithstanding any other provision of this Agreement,
the Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of the Shares to listing on all stock exchanges on which such
Shares are then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body,
which the Company shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Company shall, in its absolute discretion,
determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the DSUs vest as the Company may from time to time establish for reasons of administrative convenience. 
 7. Award Not Transferable. This grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or
privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void. 
 8. Not a Contract of Employment. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as a
service provider of the Company or any of its subsidiaries. 
 9. Governing Law. The laws of the State of Delaware shall govern the
interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. 
 10. Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary
with all provisions of the Securities Act of 1933, as amended, and the Exchange Act, and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission, including without limitation Rule 16b-3 under the Exchange
Act. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Awards are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this
Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. 
 11. Amendment, Suspension and
Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board, provided, that, except as
may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely effect the Award in any material way without the prior written consent of the Participant. 
 12. Notices. Notices 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 mail by certified mail, with postage and fees prepaid, addressed to the Participant to his address shown in the Company records, and to the Company at its principal executive office. 
 13. Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement
shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and
assigns. 







 14. Compliance in Form and Operation. This Agreement and the Deferred Stock Units are intended to
comply with Section 409A of the Code and the Treasury Regulations thereunder and shall be interpreted in a manner consistent with that intention.