QuickLinks -- Click here to rapidly navigate through this document
VERTEX PHARMACEUTICALS INCORPORATED
AMENDED AND RESTATED 2006 STOCK and OPTION PLAN
Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Vertex
Pharmaceuticals Incorporated Amended and Restated 2006 Stock and Option Plan, have the following meanings:
Administrator means the Board of Directors and/or a committee of the Board of Directors to which the Board of Directors has
delegated power to act on its behalf in administering this Plan in whole or in part.
Affiliate means a corporation that, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or
Board of Directors means the Board of Directors of the Company.
Code means the United States Internal Revenue Code of 1986, as amended.
Common Stock means shares of the Company's common stock, $.01 par value.
Company means Vertex Pharmaceuticals Incorporated, a Massachusetts corporation.
Employee means an employee of the Company or of an Affiliate (including, without limitation, an employee who is also serving
as an officer or director of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or
more Stock Rights under the Plan.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Fair Market Value of a Share of Common Stock on a particular date shall be the mean between the highest and lowest quoted
selling prices on such date (the "valuation date") on the securities market where the Common Stock is traded, or if there were no
sales on the valuation date, on the next preceding date within a reasonable period (as determined in the sole discretion of the
Administrator) on which there were sales. If there were no sales in such a market within a reasonable period, the fair market
value shall be as determined in good faith by the Administrator in its sole discretion. The Fair