Form of Restricted Stock Award Agreement For Executive Officers (form A)

Exhibit 10.1


[Form of Restricted Stock Award Agreement for Executive Officers (Form A)]


ALEXION PHARMACEUTICALS, INC.

2004 INCENTIVE PLAN


RESTRICTED STOCK AWARD AGREEMENT


AGREEMENT , made as of this day of , (the " Grant Date" ), by and between Alexion Pharmaceuticals, Inc., a Delaware corporation (the " Company" ), and (" Participant" ).


W I T N E S S E T H:


WHEREAS , pursuant to the Alexion Pharmaceuticals, Inc. 2004 Incentive Plan (the " Plan" ), the Company desires to grant Participant, and Participant desires to accept, an Award of Restricted Stock, upon the terms and conditions set forth in this Agreement and the Plan. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan.


NOW, THEREFORE , the parties hereto agree as follows:


1. Grant . The Company hereby grants to Participant shares of Stock (the " Shares" ), subject to the terms and conditions of the Plan and this Agreement. To the extent required by law, the purchase price per Share shall be the par value ($0.0001) of each Share. The Shares are subject to certain transfer and forfeiture restrictions pursuant to this Agreement, which shall expire, if at all, in accordance with Section 2 below. While such restrictions are in effect, the Shares subject to such restrictions shall be referred to as " Restricted Stock."


2. Vesting . Except as otherwise provided in an employment or other agreement between Participant and the Company or its affiliates, the Restricted Stock shall become vested, and cease to be Restricted Stock, in the amounts and on the dates specified in Exhibit A (each, a " Vesting Date" ), provided that Participant remains in the continuous employment or other service of the Company or its affiliates through each applicable Vesting Date.

3. Restrictions on Transfer . Shares of Restricted Stock shall not be sold, assigned, transferred, disposed of, pledged or otherwise hypothecated by Participant (other than to the Company) unless and until they become vested and cease to be Restricted Stock pursuant to Section 2 above. Any attempted sale, assignment, transfer, disposition, pledge or hypothecation of shares of Restricted Stock in violation of this Agreement shall be void and of no effect and the Company shall have the right to disregard the same on its books and records and issue " stop transfer" instructions to its transfer agent. [Notwithstanding the foregoing provisions of this Section 3, Participant may transfer shares of Restricted Stock to: (i) any of Participant' s " fa ...