INDEMNIFICATION AGREEMENTIndemnification Agreement • December 18th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Agreement made and entered into this ____ day of ______, (the “Agreement”), by and between Elixir Pharmaceuticals, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and ____________ (the “Indemnitee”):
INCENTIVE STOCK OPTION AGREEMENT UNDER THE ELIXIR PHARMACEUTICALS, INC.Incentive Stock Option Agreement • December 18th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations
Pursuant to the Elixir Pharmaceuticals, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Elixir Pharmaceuticals, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE ELIXIR PHARMACEUTICALS, INC.Non-Qualified Stock Option Agreement • December 18th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations
Pursuant to the Elixir Pharmaceuticals, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Elixir Pharmaceuticals, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE ELIXIR PHARMACEUTICALS, INC.Non-Qualified Stock Option Agreement • December 18th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations
Pursuant to the Elixir Pharmaceuticals, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Elixir Pharmaceuticals, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • December 18th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement is made between Elixir Pharmaceuticals, Inc., a Delaware corporation (hereinafter referred to collectively with its subsidiaries as the “Company”), and [NAME] (the “Employee”).
RESTRICTED STOCK AWARD AGREEMENT UNDER THE ELIXIR PHARMACEUTICALS, INC.Restricted Stock Award Agreement • December 18th, 2007 • Elixir Pharmaceuticals, Inc. • Pharmaceutical preparations
Pursuant to the Elixir Pharmaceuticals, Inc. 2007 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Elixir Pharmaceuticals, Inc. (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 $0.001 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 Administrator.
December 17, 2007 William K. Heiden Wellesley, MA 02482 Dear Mr. Heiden:Elixir Pharmaceuticals, Inc. • December 18th, 2007 • Pharmaceutical preparations
Reference is made to that letter from Elixir Pharmaceuticals, Inc. (“Elixir” or the “Company”) to you, dated as of September 2, 2004, in which Elixir offered you the full-time position of President and Chief Executive Officer (“Prior Letter Agreement”). As you are aware, Elixir has filed a registration statement with the Securities and Exchange Commission for an initial public offering (“IPO”). In anticipation of our becoming a public company, Elixir is pleased to offer you the opportunity to amend and restate the terms of your employment agreement with Elixir, as set forth below. If you accept this offer, this letter agreement will supersede the Prior Letter Agreement in its entirety.
