0001104659-05-004679 Sample Contracts

Form of Restricted Stock Award (PARS)]
Restricted Stock Award Agreement • February 9th, 2005 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations

This Stock Agreement sets forth the terms and conditions of shares of stock granted pursuant to the provisions of the 1996 Stock And Option Plan (the “Plan”) of Vertex Pharmaceuticals Incorporated (the “Company”) to the Key Employee 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.

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VERTEX PHARMACEUTICALS INCORPORATED [Form of Stock Option Grant]
Stock Option Agreement • February 9th, 2005 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations

This Stock Option Agreement sets forth the terms and conditions of an Option granted pursuant to the provisions of the 1996 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.

Form of Restricted Stock Award]
Restricted Stock Award Agreement • February 9th, 2005 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations

This Stock Agreement sets forth the terms and conditions of shares of stock granted pursuant to the provisions of the 1996 Stock And Option Plan (the “Plan”) of Vertex Pharmaceuticals Incorporated (the “Company”) to the Key Employee 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.

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