CRITICAL THERAPEUTICS INC
EX-10.28 FORM OF RESTRICTED STOCK AGREEMENT
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<TYPE>EX-10.28
<SEQUENCE>5
<FILENAME>b53319ctexv10w28.txt
<DESCRIPTION>EX-10.28 FORM OF RESTRICTED STOCK AGREEMENT
<TEXT>
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                                                                   Exhibit 10.28

                           CRITICAL THERAPEUTICS, INC.

                           RESTRICTED STOCK AGREEMENT
                     GRANTED UNDER 2004 STOCK INCENTIVE PLAN

      AGREEMENT made this ____ day of _____________, 200[ ], between Critical
Therapeutics, Inc., a Delaware corporation (the "Company"), and
________________________ (the "Participant").

      For valuable consideration, receipt of which is acknowledged, the parties
hereto agree as follows:

      1.    Purchase of Shares.

      The Company shall issue and sell to the Participant, and the Participant
shall purchase from the Company, subject to the terms and conditions set forth
in this Agreement and in the Company's 2004 Stock Incentive Plan (the "Plan"),
______ shares (the "Shares") of common stock, $0.001 par value, of the Company
("Common Stock"), at a purchase price of $[_____] per share. The aggregate
purchase price for the Shares shall be paid by the Participant by check payable
to the order of the Company or such other method as may be acceptable to the
Company. Upon receipt by the Company of payment for the Shares, the Shares will
be held in book entry by the Company's transfer agent in the name of the
Participant for that number of Shares held by the Participant. The Participant
agrees that the Shares shall be subject to the purchase options set forth in
Section 2 of this Agreement and the restrictions on transfer set forth in
Section 4 of this Agreement.

      2.    Purchase Option.

            (a)   In the event that the Participant ceases to be employed by the
Company for any reason or no reason, with or without cause, prior to _______,
the Company shall have the right and option (the "Purchase Option") to purchase
from the Participant, for a sum of $[_____] per share (the "Option Price"), some
or all of the Unvested Shares (as defined below).

      "Unvested Shares" means the total number of Shares multiplied by the
Applicable Percentage at the time the Purchase Option becomes exercisable by the
Company. The "Applicable Percentage" shall be (1)

            (b)   In the event that the Participant's employment with the
Company is terminated by reason of death or disability, the number of the Shares
for which the Purchase Option becomes exercisable shall be ___ percent (__%) of
the number of Unvested Shares for which the Purchase Option would otherwise
become exercisable. For this purpose, "disability" shall mean the inability of
the Participant, due to a medical reason, to carry out his duties as an employee
of the Company for a period of six consecutive months.

            (c)   For purposes of this Agreement, employment with the Company
shall include employment with a parent or subsidiary of the Company.

----------
1. Insert appropriate time-based or performance-based vesting schedule.
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      3.    Exercise of Purchase Option and Closing.

            (a)   The Company may exercise the Purchase Option by delivering or
mailing to the Participant (or his estate), within 60 days after the termination
of the employment of the Participant with the Company, a written notice of
exercise of the Purchase Option. Such notice shall specify the number of Shares
to be purchased. If and to the extent the Purchase Option is not so exercised by
the giving of such a notice within such 60-day period, the Purchase Option shall
automatically expire and terminate effective upon the expiration of such 60-day
period.

            (b)   Within 10 days after delivery to the Participant of the
Company's notice of the exercise of the Purchase Option pursuant to subsection
(a) above, the Company shall direct its transfer agent to reduce the number of
Shares held in book entry on behalf of the Participant by the number of Shares
being purchased by the Company under the Purchase Option. Promptly following
notice from the transfer agent of such reduction, the Company shall pay to the
Participant the aggregate Option Price for such Shares (provided that any delay
in making such payment shall not invalidate the Company's exercise of the
Purchase Option with respect to such Shares).

            (c)   After the Company provides the notice under subsection (a) of
its exercise of the Purchase Option, the Company shall not pay any dividend to
the Participant on account of such Shares or permit the Participant to exercise
any of the privileges or rights of a stockholder with respect to such Shares,
but shall, in so far as permitted by law, treat the Company as the owner of such
Shares.

            (d)   The Option Price may be payable, at the option of the Company,
in cancellation of all or a portion of any outstanding indebtedness of the
Participant to the Company or in cash (by check) or both.

            (e)   The Company shall not purchase any fraction of a Share upon
exercise of the Purchase Option, and any fraction of a Share resulting from a
computation made pursuant to Section 2 of this Agreement shall be rounded to the
nearest whole Share (with any one-half Share being rounded upward).

            (f)   The Company may assign its Purchase Option to one or more
persons or entities.

      4.    Restrictions on Transfer.

      The Participant shall not sell, assign, transfer, pledge, hypothecate or
otherwise dispose of, by operation of law or otherwise (collectively "transfer")
any Shares, or any interest therein, that are subject to the Purchase Option,
except that the Participant may transfer such Shares (i) to or for the benefit
of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any
other relatives approved by the Board of Directors (collectively, "Approved
Relatives") or to a trust established solely for the benefit of the Participant
and/or Approved Relatives, provided that such Shares shall remain subject to
this Agreement (including without limitation the restrictions on transfer set
forth in this Section 4 and the Purchase Option) and such permitted transferee
shall, as a condition to such transfer, deliver to the Company a written
instrument confirming that such transferee shall be bound by all of the terms
and conditions of this Agreement or (ii) as
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part of the sale of all or substantially all of the shares of capital stock of
the Company (including pursuant to a merger or consolidation), provided that, in
accordance with the Plan, the securities or other property received by the
Participant in connection with such transaction shall remain subject to this
Agreement.

      5.    Restrictive Legends.

      All certificates representing Shares shall have affixed thereto legends in
substantially the following form, in addition to any other legends that may be
required under federal or state securities laws:

            "The shares of stock represented by this certificate are subject to
            restrictions on transfer and an option to purchase set forth in a
            certain Restricted Stock Agreement between the corporation and the
            registered owner of these shares (or his predecessor in interest),
            and such Agreement is available for inspection without charge at the
            office of the Secretary of the corporation."

            ["The shares represented by this certificate have not been
            registered under the Securities Act of 1933, as amended, and may not
            be sold, transferred or otherwise disposed of in the absence of an
            effective registration statement under such Act or an opinion of
            counsel satisfactory to the corporation to the effect that such
            registration is not required."]

      6.    Provisions of the Plan.

            (a)   This Agreement is subject to the provisions of the Plan, a
copy of which is furnished to the Participant with this Agreement.

            (b)   As provided in the Plan, upon the occurrence of a
Reorganization Event (as defined in the Plan), the repurchase and other rights
of the Company hereunder shall inure to the benefit of the Company's successor
and shall apply to the cash, securities or other property which the Shares were
converted into or exchanged for pursuant to such Reorganization Event in the
same manner and to the same extent as they applied to the Shares under this
Agreement. If, in connection with a Reorganization Event, a portion of the cash,
securities and/or other property received upon the conversion or exchange of the
Shares is to be placed into escrow to secure indemnification or similar
obligations, the mix between the vested and unvested portion of such cash,
securities and/or other property that is placed into escrow shall be the same as
the mix between the vested and unvested portion of such cash, securities and/or
other property that is not subject to escrow.

      7.    [Investment Representations.

      The Participant represents, warrants and covenants as follows:
<PAGE>
            (a)   The Participant is purchasing the Shares for his own account
for investment only, and not with a view to, or for sale in connection with, any
distribution of the Shares in violation of the Securities Act, or any rule or
regulation under the Securities Act.

            (b)   The Participant has had such opportunity as he has deemed
adequate to obtain from representatives of the Company such information as is
necessary to permit him to evaluate the merits and risks of his investment in
the Company.

            (c)   The Participant has sufficient experience in business,
financial and investment matters to be able to evaluate the risks involved in
the purchase of the Shares and to make an informed investment decision with
respect to such purchase.

            (d)   The Participant can afford a complete loss of the value of the
Shares and is able to bear the economic risk of holding such Shares for an
indefinite period.

            (e)   The Participant understands that (i) the Shares have not been
registered under the Securities Act and are "restricted securities" within the
meaning of Rule 144 under the Securities Act; (ii) the Shares cannot be sold,
transferred or otherwise disposed of unless they are subsequently registered
under the Securities Act or an exemption from registration is then available;
(iii) in any event, the exemption from registration under Rule 144 will not be
available for at least one year and even then will not be available unless a
public market then exists for the Common Stock, adequate information concerning
the Company is then available to the public, and other terms and conditions of
Rule 144 are complied with; and (iv) there is now no registration statement on
file with the Securities and Exchange Commission with respect to any stock of
the Company and the Company has no obligation or current intention to register
the Shares under the Securities Act.]

      8.    Withholding Taxes; Section 83(b) Election.

            (a)   The Participant acknowledges and agrees that the Company has
the right to deduct from payments of any kind otherwise due to the Participant
any federal, state or local taxes of any kind required by law to be withheld
with respect to the purchase of the Shares by the Participant or the lapse of
the Purchase Option.

            (b)   The Participant has reviewed with the Participant's own tax
advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. The Participant
is relying solely on such advisors and not on any statements or representations
of the Company or any of its agents. The Participant understands that the
Participant (and not the Company) shall be responsible for the Participant's own
tax liability that may arise as a result of this investment or the transactions
contemplated by this Agreement. The Participant understands that it may be
beneficial in many circumstances to elect to be taxed at the time the Shares are
purchased rather than when and as the Company's Purchase Option expires by
filing an election under Section 83(b) of the Code with the I.R.S. within 30
days from the date of purchase.

            THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT'S SOLE
RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION
83(b), EVEN IF THE PARTICIPANT REQUESTS THE
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COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT'S BEHALF.

      9.    Miscellaneous.

            (a)   No Rights to Employment. The Participant acknowledges and
agrees that the vesting of the Shares pursuant to Section 2 hereof is earned
only by continuing service as an employee at the will of the Company (not
through the act of being hired or purchasing shares hereunder). The Participant
further acknowledges and agrees that the transactions contemplated hereunder and
the vesting schedule set forth herein do not constitute an express or implied
promise of continued engagement as an employee or consultant for the vesting
period, for any period, or at all.

            (b) Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, and each other provision of this
Agreement shall be severable and enforceable to the extent permitted by law.

            (c)   Waiver. Any provision for the benefit of the Company contained
in this Agreement may be waived, either generally or in any particular instance,
by the Board of Directors of the Company.

            (d)   Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the Company and the Participant and their respective heirs,
executors, administrators, legal representatives, successors and assigns,
subject to the restrictions on transfer set forth in Section 4 of this
Agreement.

            (e)   Notice. All notices required or permitted hereunder shall be
in writing and deemed effectively given upon personal delivery or five days
after deposit in the United States Post Office, by registered or certified mail,
postage prepaid, addressed to the other party hereto at the address shown
beneath his or its respective signature to this Agreement, or at such other
address or addresses as either party shall designate to the other in accordance
with this Section 9(e).

            (f)   Pronouns. Whenever the context may require, any pronouns used
in this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular form of nouns and pronouns shall include the plural, and
vice versa.

            (g)   Entire Agreement. This Agreement and the Plan constitute the
entire agreement between the parties, and supersedes all prior agreements and
understandings, relating to the subject matter of this Agreement.

            (h)   Amendment. This Agreement may be amended or modified only by a
written instrument executed by both the Company and the Participant.

            (i)   Governing Law. This Agreement shall be construed, interpreted
and enforced in accordance with the internal laws of the State of Delaware
without regard to any applicable conflicts of laws.
<PAGE>
            (j)   Participant's Acknowledgments. The Participant acknowledges
that he or she: (i) has read this Agreement; (ii) has been represented in the
preparation, negotiation, and execution of this Agreement by legal counsel of
the Participant's own choice or has voluntarily declined to seek such counsel;
(iii) understands the terms and consequences of this Agreement; (iv) is fully
aware of the legal and binding effect of this Agreement; and (v) understands
that the law firm of Wilmer Cutler Pickering Hale and Dorr LLP, is acting as
counsel to the Company in connection with the transactions contemplated by the
Agreement, and is not acting as counsel for the Participant.

            (k)   Certificated Shares. After the Shares vest, the Participant
may request that the Company deliver the Shares in certificated form.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                        CRITICAL THERAPEUTICS, INC.

                                        By:
                                           -------------------------------------
                                           Title:
                                                 -------------------------------
                                           Address:
                                                   -----------------------------

                                                   -----------------------------

                                        -----------------------------
                                        [Name of Participant]

                                        Address:
                                                --------------------------------

                                                --------------------------------
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