CURIS INC (Form: 8-K, Received: 06/04/2010 17:01:12)

Curis, Inc.

Date: June 4, 2010

/s/ MICHAEL P. GRAY

Michael P. Gray

Chief Operating Officer and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 3, 2010

Curis, Inc.

(Exact name of registrant as specified in charter)

Delaware

000-30347

04-3505116

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


45 Moulton Street, Cambridge, MA		02138
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 503-6500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

On June 3, 2010, Curis, Inc. (the “Company”) held its 2010 Annual Meeting of Stockholders (the “Annual Meeting”), at which its stockholders approved the Company’s 2010 Stock Incentive Plan (the “2010 Plan”) and the Company’s 2010 Employee Stock Purchase Plan (the “2010 ESPP”). The Board of Directors of the Company (the “Board”) adopted the 2010 Plan and the 2010 ESPP on April 6, 2010, subject to stockholder approval.

The summaries of the 2010 Plan and the 2010 ESPP below do not purport to be complete and are qualified in their entirety by reference to the full text of the 2010 Plan and 2010 ESPP, both of which are incorporated herein by reference to Exhibits A and B, respectively, to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2010.

2010 Stock Incentive Plan

Number of Shares Available for Award

Up to 6,000,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) may be issued pursuant to awards granted under the 2010 Plan.

The 2010 Plan uses a “fungible share” concept under which each share of stock subject to awards granted as options and stock appreciation rights (“SARs”), cause one share per share under the award to be removed from the available share pool, while each share of stock subject to awards granted as restricted stock, restricted stock units, other stock-based awards or performance awards where the price charged for the award is less than 100% of the fair market value of the Company’s Common Stock will cause 1.22 shares per share under the award to be removed from the available share pool. Shares covered by awards under the 2010 Plan that are forfeited, cancelled or otherwise expire without having been exercised or settled, or that are settled by cash or other non-share consideration, become available for issuance pursuant to a new award and will be credited back to the pool at the same rates described above. Shares that are tendered or withheld to pay the exercise price of an award or to satisfy tax withholding obligations are not available for issuance pursuant to new awards. Shares are subtracted for exercises of SARs using the proportion of the total SAR that is exercised, rather than the number of shares actually issued.

Types of Awards

The 2010 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), non-statutory stock options, SARs, restricted stock, restricted stock units, other stock-based awards, and cash-based awards as described below (collectively, the “Awards”).

Incentive Stock Options and Non-statutory Stock Options

Optionees receive the right to purchase a specified number of shares of Common Stock at a specified option price and subject to such other terms and conditions as are specified in connection with the option grant. Options may be granted only with an exercise price that is equal to or greater than the fair market value of the Common Stock on the date of grant. Under present law, incentive stock options granted to optionees holding more than 10% of the voting power of the Company may not have an exercise price that is less than 110% of the fair market on the date of grant. Options may not be granted for a term in excess of ten years (five years in the

case of incentive stock options granted to optionees holding more than 10% of the voting power of the Company). The 2010 Plan permits the following forms of payment of the exercise price of options:

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cash or check;

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subject to certain conditions, delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or delivery by the participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding;

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subject to certain conditions, delivery of shares of Common Stock owned by the participant valued at their fair market value;

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to the extent provided for in the applicable nonstatutory stock option agreement or approved by the Board in its sole discretion, by delivery of a notice of “net exercise” to the Company;

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any other lawful means; or

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any combination of these forms of payment.

An option that vests solely based on the passage of time will not vest earlier than the first anniversary of its date of grant, unless the option is granted in lieu of salary, bonus or other compensation otherwise earned by or payable to the participant. Notwithstanding the foregoing, the Board, either at the time the option is granted or at any time thereafter, may allow an option to accelerate and become vested, in whole or in part, prior to the first anniversary of its date of grant, if the participant dies or becomes disabled, the participant’s employment by or service to the Company is terminated under specified circumstances, or in the event of a merger, consolidation, sale, reorganization, recapitalization, or change in control of the Company.

Stock Appreciation Rights

An SAR is an award entitling the holder, upon exercise, to receive an amount in Common Stock or cash or a combination thereof determined by reference to appreciation, from and after the date of grant, in the fair market value of a share of Common Stock over the measurement price specified in the applicable SAR agreement. The measurement price may not be less than 100% of the fair market value on the date the SAR is granted; provided that if the Board approves the grant of an SAR effective as of a future date, the measurement price may be not less than 100% of the fair market value on such future date. SARs may be granted independently or in tandem with an option.

Restricted Stock Awards

Restricted stock Awards entitle recipients to acquire shares of Common Stock, subject to the Company’s right to repurchase all or part of such shares from the recipient in the event that the conditions specified in the applicable Award are not satisfied prior to the end of the applicable restriction period established for such Award.

Restricted Stock Unit Awards

Restricted stock unit Awards entitle the recipient to receive shares of Common Stock to be delivered at the time such shares vest, or on a deferred basis, pursuant to the terms and conditions established by the Board.

Other Stock-Based Awards

Under the 2010 Plan, the Board has the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including the grant of shares based upon certain conditions, the grant of Awards that are valued in whole or in part by reference to, or otherwise based on, shares of Common Stock, and the grant of Awards entitling recipients to receive shares of Common Stock to be delivered in the future. The Board may also grant performance awards or cash-based awards.

Performance Conditions

The compensation committee may determine, at the time of grant, that a restricted stock Award or other stock-based Award granted to an officer will vest solely upon the achievement of specified performance criteria designed to qualify for deduction under Section 162(m) of the Code. Performance Awards can also provide for cash payments of up to $1,000,000 per calendar year per individual. The performance criteria for each such Award will be based on one or more of the following measures:

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the entry into an arrangement or agreement with a third party for the development, commercialization, marketing or distribution of products, services or technologies, or for conducting a research program to discover and develop a product, service or technology, and/or the achievement of milestones under such arrangement or agreement, including events that trigger an obligation or payment right;

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the achievement of domestic and international regulatory milestones, including the submission of filings required to advance products, services and technologies in clinical development and the achievement of approvals by regulatory authorities relating to the commercialization of products, services and technologies;

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the achievement of discovery, preclinical and clinical stage scientific objectives, discoveries or inventions for products, services and technologies under research and development;

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the entry into or completion of a phase of clinical development for any product, service or technology, such as the entry into or completion of phase 1, 2 and/or 3 clinical trials;

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the consummation of debt or equity financing transactions, or acquisitions of business, technologies and assets;

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new product or service releases;

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the achievement of qualitative or quantitative performance measures set forth in operating plans approved by the Board from time to time;

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specified levels of product sales, net income, earnings before or after discontinued operations, interest, taxes, depreciation and/or amortization, operating profit before or after discontinued operations and/or taxes, sales, sales growth, earnings growth, cash flow or cash position, gross margins, stock price, market share, return on sales, assets, equity or investment, improvement of financial ratings; and

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achievement of balance sheet or income statement objectives or total stockholder return.

Such performance goals may be adjusted to exclude any one or more of:

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extraordinary items,

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gains or losses on the dispositions of discontinued operations,

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the cumulative effects of changes in accounting principles,

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the writedown of any asset, and

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charges for restructuring and rationalization programs.

Such performance goals may vary by participant and may be different for different Awards; may be particular to a participant or the department, branch, line of business, subsidiary or other unit in which the participant works and may cover such period as may be specified by the compensation committee; and

will be set by the compensation committee within the time period prescribed by, and will otherwise comply with the requirements of, Section 162(m). The compensation committee may adjust downwards, but not upwards, the cash or number of shares payable pursuant to such Award, and may not waive the achievement of the applicable performance measures except in the case of the participant’s death or disability or a change in control.

Transferability of Awards

Except as the Board may otherwise determine or provide in an Award, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an incentive stock option, pursuant to a qualified domestic relations order. During the life of the participant, Awards are exercisable only by the participant.

Eligibility to Receive Awards

The Company’s employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted Awards under the 2010 Plan. Under present law, however, incentive stock options may only be granted to the Company’s employees or those of its present or future parent or subsidiary corporations.

The maximum number of shares with respect to which Awards may be granted to any participant under the 2010 Plan may not exceed 1,000,000 shares per calendar year. For purposes of this limit, the combination of an option in tandem with an SAR is treated as a single award.

Administration

The 2010 Plan is administered by the Board. The Board has the authority to adopt, amend and repeal the administrative rules, guidelines and practices relating to the 2010 Plan and to interpret the provisions of the 2010 Plan. The Board may construe and interpret the terms of the 2010 Plan and any Award agreements entered into under the 2010 Plan. Pursuant to the terms of the 2010 Plan, the Board may, subject to certain limitations, delegate authority under the 2010 Plan to one or more committees or subcommittees of the Board. Discretionary Awards to non-employee directors may be granted and administered only by the Board or a committee, all of the members of which are independent directors as defined by Section 5605(a)(2) of the NASDAQ Marketplace Rules. Subject to certain limitations, the Board may delegate to one or more officers the power to grant options and other Awards that are treated as rights under Delaware law and to exercise such other powers under the 2010 Plan as the Board may determine.

Subject to any applicable limitations contained in the 2010 Plan, the Board or any committee to whom the Board delegates authority, as the case may be, selects the recipients of Awards and determines:

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the number of shares of Common Stock covered by options and the dates upon which such options become exercisable;

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the exercise price of options (which may not be less than 100% of fair market value of the Common Stock);

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the duration of options (which may not exceed 10 years); and

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the number of shares of Common Stock subject to any SAR, restricted stock award, restricted stock unit award or other stock-based Awards and the terms and conditions of such Awards, including conditions for repurchase, issue price and repurchase price.

Adjustments for Changes in Common Stock and Certain Other Events

The Board is required to make appropriate adjustments in connection with the 2010 Plan and any outstanding Awards to reflect stock splits, stock dividends, recapitalizations, spin-offs and other similar changes in capitalization. The 2010 Plan also contains provisions addressing the consequences of any Reorganization Event, which is defined as:

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any merger or consolidation of the Company with or into another entity as a result of which all of the Company’s Common Stock is converted into or exchanged for the right to receive cash, securities or other property, or is cancelled;

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any transfer or disposition of all of the Company’s Common Stock for cash, securities or other property pursuant to a share exchange or other transaction; or

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the Company’s liquidation or dissolution.

In connection with a Reorganization Event, the Board or the compensation committee may take any one or more of the following actions as to all or any outstanding Awards (other than restricted stock) on such terms as the Board or compensation committee determines:

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provide that awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof);

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upon written notice, provide that all unexercised stock options or other unexercised awards will become exercisable in full and will terminate immediately prior to the consummation of such Reorganization Event unless exercised within a specified period following the date of such notice;

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provide that outstanding awards will become realizable or deliverable, or restrictions applicable to an award will lapse, in whole or in part prior to or upon such Reorganization Event;

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in the event of a Reorganization Event under the terms of which holders of the Company’s Common Stock will receive, upon consummation thereof, a cash payment for each share surrendered in the Reorganization Event, or “Acquisition Price”, make or provide for a cash payment to an award holder equal to (i) the Acquisition Price times the number of shares of the Company’s Common Stock subject to the holder’s awards (to the extent the exercise price does not exceed the Acquisition Price) minus (ii) the aggregate exercise price of all the holder’s outstanding awards, in exchange for the termination of such awards;

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provide that, in connection with a liquidation or dissolution of the Company, awards will convert into the right to receive liquidation proceeds (if applicable, net of the exercise price thereof); and

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any combination of the foregoing.

Upon the occurrence of a Reorganization Event other than a liquidation or dissolution, the Company’s repurchase and other rights with respect to outstanding restricted stock shall inure to the benefit of its successor and shall, unless the Board determines otherwise, apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to such restricted stock; provided , however , that the Board may provide for termination or deemed satisfaction of such repurchase or other rights under the instrument evidencing any restricted stock or any other agreement between the Company and a 2010 Plan participant, either initially or by amendment. Upon the occurrence of a Reorganization Event involving a liquidation or dissolution, except to the extent specifically provided to the contrary in the instrument evidencing any restricted stock, all restrictions and conditions on all restricted stock then outstanding shall automatically be deemed terminated or satisfied.

Unless otherwise provided for in the instrument evidencing any stock option or any other agreement between the Company and a 2010 Plan participant, effective immediately prior to a “Change in Control Event” (as defined in the 2010 Plan), the vesting schedule of all options and restricted stock

Awards then outstanding shall be accelerated in part so that one-half of the number of shares that would otherwise have first become vested and/or free from restrictions and conditions on any date after the date of the Change in Control Event shall immediately become exercisable. The remaining one-half of such number of shares shall continue to become vested in accordance with the original vesting schedule set forth in such option or restricted stock Award, with one-half of the number of shares that would otherwise have become vested and/or free from restrictions and conditions on each subsequent vesting date in accordance with the original schedule becoming vested on each such subsequent vesting date; provided, however , that each such option and restricted stock Award shall be immediately exercisable in full and/or free from restrictions and conditions if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the participant’s employment with the Company or the Acquiring Corporation (as defined in the 2010 Plan) is terminated for Good Reason (as defined in the 2010 Plan) by the participant or is terminated without Cause (as defined in the 2010 Plan) by the Company or the Acquiring Corporation.

The Board may specify in an award at the time of grant the effect of a Change in Control Event on an SAR or other stock-based Award.

Except as described above, the Board or the compensation committee may at any time provide that any Award will become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.

If any award expires or is terminated, surrendered, canceled or forfeited, the unused shares of the Company’s Common Stock covered by such award will again be available for grant under the 2010 Plan, subject, in the case of incentive stock options, to any limitations under the Code.

Substitute Awards

In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the 2010 Plan. Substitute Awards will not count against the overall share limit or any sublimits under the 2010 Plan, except as may be required by the Code.

Restrictions on Repricing

Unless the Company’s stockholders approve such action (or it is appropriate under a change in capitalization, a reorganization event, or a Change in Control Event), the 2010 Plan provides that the Company may not:

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amend any outstanding stock option or SAR granted under the 2010 Plan to provide an exercise price per share that is lower than the then-current exercise price per share of such outstanding award;

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cancel any outstanding option or SAR (whether or not granted under the 2010 Plan) and grant in substitution therefor new awards under the 2010 Plan (other than as substitute awards as described above) covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current exercise price per share of the cancelled award;

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cancel for cash any options or SARs that then have exercise prices per share below the fair market value of the Company’s Common Stock; or

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take any other action that constitutes a “repricing” within the meaning of the rules of the NASDAQ Stock Market.

Amendment or Termination

No Award may be made under the 2010 Plan after June 3, 2020 but awards previously granted may extend beyond that date. The Board may at any time amend, suspend or terminate the 2010 Plan; provided that, to the extent determined by the Board, no amendment requiring stockholder approval under any applicable legal, regulatory or listing requirement will become effective until such stockholder approval is obtained.

Subject to certain limitations, the Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an incentive stock option to a nonstatutory stock option.

2010 Employee Stock Purchase Plan

Administration

The 2010 ESPP will be administered by the Board or by a committee appointed by the Board. The Board or such committee is authorized to make rules and regulations for the administration of the 2010 ESPP.

Eligibility

All of the Company’s employees are eligible to participate in the 2010 ESPP provided that they:

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are customarily employed by the Company or a designated subsidiary for more than five months in a calendar year and for more than 20 hours a week;

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have been employed by the Company or a designated subsidiary for at least six months prior to enrolling in the 2010 ESPP; and

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are an employee of the Company’s or a designated subsidiary on the first day of the applicable offering period.

No employee will be eligible to participate in the 2010 ESPP if he or she owns five percent or more of the total combined voting power or value of the Company’s stock or that of any subsidiary immediately after the grant of an option under the 2010 ESPP. No employee may be granted an option under the 2010 ESPP which permits his or her rights to purchase Common Stock under the 2010 ESPP and any other employee stock purchase plan (as defined in Section 423(b) of the Code) of the Company’s and its subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of the Common Stock (determined at the date the option is granted) for each calendar year in which the option is outstanding at any time. The Company retains the discretion to determine which eligible employees may participate in an offering.

Offerings; Number and Purchase Price of Shares

The 2010 ESPP consists of semi-annual offerings, which commence on June 15 and December 15 (unless the Board or the committee provides for a different offering period, not to exceed 12 months). Each offering commencement period will begin a six-month offering period during which payroll deductions will be made and held for the purchase of shares at the end of that period.

Prior to each offering commencement date, an eligible employee may participate in the offering by completing and forwarding a payroll deduction authorization form to the employee’s appropriate

payroll office. The form will authorize a regular payroll deduction from the employee’s compensation during the offering period. Unless an employee files a new form or withdraws from the 2010 ESPP, his or her deductions and purchases will continue at the same rate for future offerings as long as the 2010 ESPP remains in effect.

A total of up to 500,000 shares may be purchased under the 2010 ESPP. An employee may elect to have up to 15% deducted from his or her compensation for the purpose of purchasing stock under the 2010 ESPP (unless the Board or the committee, at its discretion, designates a lower maximum contribution rate) and the Company will maintain payroll deduction accounts for each employee based on his or her election. At the beginning of each offering period, each employee will be granted an option to purchase, on the last day of the offering period (the “Exercise Date”), at the applicable option price, the number of shares of Common Stock determined by dividing $2,083 by the number of full months in the offering period and dividing the result by the closing price of the Common Stock on the first day of the offering period. The Board or the committee will determine the option price for each offering period, which may be based on the lesser of the closing price of the Common Stock on the first business day of the offering period or the Exercise Date, or based solely on the closing price of the Common Stock on the Exercise Date; provided, however, that the option price must be at least 85% of the applicable closing price. In the absence of an alternative determination by the Board or the committee, the option price will be 85% of the lesser of the closing price of the Common Stock on the first business day of the offering period or the Exercise Date. Each employee’s option will automatically be exercised on the Exercise Date using his or her payroll contributions, subject to the maximum share limit described above. Any balance remaining in an employee’s payroll deduction account at the end of an offering period will be automatically refunded to the employee, except that any balance that is less than the purchase price of one share of Common Stock will be carried forward into the employee’s payroll deduction account for the next offering period. If the Company receives requests from employees to purchase more than the number of shares available during any offering period, the available shares will be allocated on a pro rata basis to subscribing employees.

An employee may decrease or discontinue his or her payroll deduction once during an offering period; however an employee may not increase his or her payroll deduction during an offering period. An employee may withdraw the entire balance in his or her account at any time prior to the close of business on the last business day in an offering period, but may not begin participation again for the remainder of the offering period. Partial withdrawals are not permitted. An employee may participate in any subsequent offering in accordance with the terms and conditions established by the Board or the committee. If an employee discontinues his or her payroll deductions but does not withdraw his or her funds, funds deducted prior to such election to discontinue will be applied to the purchase of Common Stock on the Exercise Date.

Termination of Employment or Death

If an employee’s employment terminates, including by death, prior to the last business day of an offering period, no payroll deduction will be taken from any pay due to the employee and the balance of the employee’s account will be paid to the employee or, in the event of the employee’s death, to the executor or administrator of the employee’s estate, or if no executor or administrator has been appointed, to such person as the Company may designate.

Adjustments for Changes in Capitalization

In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than an ordinary cash dividend:

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the number and class of securities available under the 2010 ESPP;

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the share purchase limitations; and

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the option price will be equitably adjusted to the extent determined by the Board or the committee.

Adjustments Upon Reorganization Event

The 2010 ESPP defines a “reorganization event” as:

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any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock converts into or is exchanged for the right to receive cash, securities or other property or is cancelled;

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any transfer or disposition of all of the Company’s Common Stock for cash, securities or other property pursuant to a share exchange transaction or other transaction; or

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any liquidation or dissolution of the Company.

If a reorganization event occurs, the Board or the committee may take any one or more, or any combination, of the following actions as to outstanding options on such terms as the Board or the committee determines:

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provide that options will be assumed, or substantially equivalent options will be substituted, by the acquiring or succeeding corporation;

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upon written notice to employees, provide that all outstanding options will be terminated immediately prior to the consummation of the reorganization event and will become exercisable to the extent of accumulated payroll deductions as of a date specified by the Board or the committee in such notice (which date may not be less than 10 days preceding the effective date of the reorganization event);

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upon written notice to employees, provide that all outstanding options will be cancelled as of a date prior to the effective date of the reorganization event and that all accumulated payroll deductions will be returned to employees on such date;

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in the event of a reorganization event under the terms of which holders of Common Stock will receive upon consummation of the event a cash payment for each share surrendered in the reorganization event (the “Acquisition Price”), designate the date of the consummation of the reorganization event as the last day of the offering period and make or provide for a cash payment to an employee equal to:

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the Acquisition Price times the number of shares of Common Stock that the employee’s accumulated payroll deductions as of immediately prior to the reorganization event could purchase at the option price, where the Acquisition Price is treated as the fair market value of the Common Stock on the last day of the applicable offering period for purposes of determining the option price, and where the number of shares that could be purchased is subject to the share purchase limitations described above, minus

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the result of multiplying such number of shares by such option price;

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provide that, in connection with the Company’s liquidation or dissolution, options will convert into the right to receive liquidation proceeds (net of the option price thereof); and

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any combination of the foregoing.

Termination and Amendment of Plan

The Board may at any time terminate, amend or suspend the 2010 ESPP. However, no amendment may be made to the 2010 ESPP without approval of the Company’s stockholders if approval of such amendment is required by Section 423 of the Code and no amendment may be made that would cause the 2010 ESPP to fail to comply with Section 423 of the Code. Upon termination of the 2010 ESPP, all amounts in the accounts of employees will be promptly refunded.

Forms of Equity Award Agreements under 2010 Plan

On June 3, 2010, the Board adopted the forms of incentive stock option agreement (the “Form ISO Agreement”), nonstatutory stock option agreement (the “Form NSO Agreement”) and restricted stock agreement (the “Form RSA”), pursuant to which Awards will be issued to directors, officers and employees of the Company under the 2010 Plan.

The Form ISO Agreement provides, among other things, that:

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any portion of an option that is unvested at the time of an employee’s termination of service with the Company will be forfeited to the Company; and

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any portion of an option that is vested but unexercised at the time of an employee’s termination of service with the Company may not be exercised after the first to occur of the following:

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the expiration date of the option, which will be no later than ten years from the date of grant;

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three months following the date of the termination of service for any reason other than cause, death or disability;

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the date of the termination of service for cause; and

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one year following the termination of service by reason of the employee’s death or disability.

The Form NSO Agreement provides, among other things, that:

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any portion of an option that is unvested at the time of an employee’s termination of service with the Company will be forfeited to the Company; and

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any portion of an option that is vested but unexercised at the time of an employee’s termination of service with the Company may not be exercised after the first to occur of the following:

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the expiration date of the option, which will be no later than ten years from the date of grant;

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three months following the date of the termination of service for any reason other than cause, death or disability;

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the date of the termination of service for cause; and

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one year following the termination of service by reason of the employee’s death or disability.

The Form RSA provides, among other things, that:

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the Company will issue shares of the Company’s Common Stock to the recipient of the restricted stock award; and

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any shares that are unvested at the time of the recipient’s termination of employment with the Company, unless such termination is due to the recipient’s death, disability or retirement, will be forfeited to the Company.

The foregoing descriptions of the Form ISO Agreement, Form NSO Agreement and Form RSA are qualified in their entirety by reference to the actual forms of incentive stock option agreement, nonstatutory stock option agreement and restricted stock agreement, which are attached hereto as exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of New Director

On June 4, 2010, the Company announced that on June 3, 2010, the Board elected Dr. Marc Rubin as a Class II Director. Dr. Rubin was elected to serve until the 2013 Annual Meeting of Stockholders and thereafter until his successor is duly elected and qualified. Dr. Rubin was elected upon the recommendation of the Nominating and Corporate Governance Committee, and has been elected to serve as a member of the Nominating and Corporate Governance Committee. Dr. Rubin was not selected pursuant to any arrangement or understanding between Dr. Rubin and any other person. In addition, Dr. Rubin is not a party to any transaction, or series of transactions, involving the Company required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Dr. Rubin will receive compensation for his board service as a non-employee director consistent with the Company’s director compensation program. On the date of his election to the Board, Dr. Rubin was granted a nonqualified stock option under the 2010 Plan to purchase 25,000 shares of the Company’s Common Stock with an exercise price of $3.33 per share, the closing price of the Company’s Common Stock on the Nasdaq Global Market on the grant date. The option will vest as to 25% of the shares underlying the option on the first anniversary of the grant date and as to an additional 6.25% of the shares underlying the option at the end of each three-month period thereafter, until the option is fully vested on the fourth anniversary of the grant date. Vesting is subject to Dr. Rubin’s continued service on the Board.

In addition, on June 3, 2010, Dr. Rubin entered into an indemnification agreement (the “Indemnification Agreement”) with the Company. The Indemnification Agreement is substantially identical to the form of indemnification agreement that the Company has entered into with its other directors and provides that Dr. Rubin:

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shall be indemnified by the Company against all expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement incurred in connection with any litigation or other legal proceeding, other than an action by or in the right of the Company, brought against him by virtue of his position as a director if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the Company’s best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

•

shall be indemnified by the Company against all expenses, including attorneys’ fees, and, to the extent permitted by law, amounts paid in settlement incurred in connection with any action by or in the right of the Company brought against him by virtue of his position as a director of the Company if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the Company’s best interests, except that no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the Company, unless a court determines that, despite such adjudication but in view of all of the circumstances, he is entitled to indemnification of such expenses.

Notwithstanding the foregoing, to the extent that Dr. Rubin has been successful, on the merits or otherwise, he is required to be indemnified by the Company against all expenses, including attorneys’ fees, incurred in connection with defending any proceeding to the extent that the Company does not assume the defense of such proceeding. Expenses shall be advanced to Dr. Rubin, provided that he undertakes to repay the amount advanced if it is ultimately determined that he is not entitled to indemnification for such expenses.

Indemnification is required to be made unless the Company determines that the applicable standard of conduct required for indemnification has not been met. As a condition precedent to the right of indemnification, Dr. Rubin must give notice to the Company of the action for which indemnity is sought and the Company has the right to participate in such action or assume the defense thereof.

The foregoing description of the Indemnification Agreement is qualified in its entirety by the full text of the Indemnification Agreement, which is incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2005.

The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference as though fully set forth herein.

Amendment to Offer Letter of Executive Officer

On March 21, 2008, the Company entered into an offer letter agreement (the “Offer Letter”) with Dr. Mitchell Keegan, under which he served as Executive Director, Drug Development at an initial base salary of $225,000, subject to review as part of the Company’s performance review program. Under the terms of the Offer Letter, Dr. Keegan is entitled to receive four months severance benefits in the event of his termination without cause. The foregoing summary of the Offer Letter is qualified in its entirety by reference to the full text of such Offer Letter, a copy of which is attached hereto as Exhibit 10.4.

On September 2, 2009, Dr. Keegan was promoted to Vice President, Development. On June 3, 2010, the Company entered into an amendment to the offer letter by and between the Company and Dr. Mitchell Keegan, an executive officer of the Company (the “Amendment”).

The Amendment provides that in the event the Company terminates Dr. Keegan’s employment without Cause or if Dr. Keegan resigns for Good Reason (each as defined in the Amendment), Dr. Keegan will receive: (1) his base salary accrued through the last day of employment; (2) continuation of his then base salary or a portion thereof for a period of six months; and (3) reimbursement from the Company for a portion of any COBRA premiums paid by Dr. Keegan for medical/dental insurance (collectively, the “Severance”) for a period of six months. In the event of a termination without Cause or a resignation by Dr. Keegan for Good Reason within twelve months after a change in control of the Company, Dr. Keegan will also be entitled to receive the Severance for a period of six months.

In addition, the Amendment provides that the Company will indemnify Dr. Keegan for claims arising in his capacity as the Company’s director or officer, or, at the request of the Company, as a director, officer, partner, trustee, member, employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise, provided that he acted in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. If the claim is brought by the Company or on its behalf, the Company will not be obligated to indemnify Dr. Keegan if he is found liable to the Company, unless the court determines that, despite the adjudication of liability, in view of all the circumstances of the case Dr. Keegan is fairly and reasonably entitled to be indemnified. In the event that the Company does not assume the defense of a claim against Dr. Keegan, the Company is required to advance his expenses in connection with his defense, provided that he undertakes to repay all amounts advanced if it is ultimately determined that he is not entitled to be indemnified by the Company.

Pursuant to the terms of the Amendment, the Company will require that any successor to its business assumes and agrees to perform the obligations of the Company under such Amendment.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such Amendment, a copy of which is attached hereto as Exhibit 10.5 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Company’s Annual Meeting, the Company’s stockholders elected all of the director nominees, approved the 2010 Plan, approved the 2010 ESPP and ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2010.

The number of shares of the Company’s Common Stock present or represented by proxy and entitled to vote at the Annual Meeting was 63,512,694. The results of the votes on each of the matters presented to the stockholders at the Annual Meeting are set forth below:

Proposal 1 : To elect two Class II directors, each for a term of three years:


Nominee	Votes for	Votes Withheld	Votes Against	Abstentions	Broker Non-Votes
Joseph M. Davie	37,817,359	317,437	—	—	25,377,898
Daniel R. Passeri	37,817,119	317,677	—	—	25,377,898

Proposal 2 : To approve the Company’s 2010 Stock Incentive Plan:

Votes for

Votes

Withheld

Votes Against

Abstentions

Broker Non-Votes

32,466,420

—

5,548,969

119,407

25,377,898

Proposal 3 : To approve the Company’s 2010 Employee Stock Purchase Plan:

Votes for

Votes

Withheld

Votes Against

Abstentions

Broker Non-Votes

37,298,151

—

735,957

100,688

25,377,898

Proposal 4 : To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2010:

Votes for

Votes

Withheld

Votes Against

Abstentions

Broker Non-Votes

63,320,062

—

137,756

54,876

—

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

The Exhibits to this Current Report on Form 8-K are listed in the Exhibit Index attached hereto.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description

10.1		Form of Incentive Stock Option Agreement

10.2		Form of Nonstatutory Stock Option Agreement

10.3		Form of Restricted Stock Agreement

10.4		Offer Letter, dated March 21, 2008, between the Company and Mitchell Keegan

10.5		Amendment to Offer Letter, dated June 3, 2010, to the offer letter dated March 21, 2008, between the Company and Mitchell Keegan

99.1		Press Release dated June 4, 2010

Exhibit 10.1

CURIS, INC.

Incentive Stock Option Agreement

Granted Under 2010 Stock Incentive Plan

This Incentive Stock Option Agreement certifies that, pursuant to the Curis, Inc. 2010 Stock Incentive Plan (the “Plan”), the Board has granted an option to purchase shares of Common Stock of Curis, Inc., as stated below. Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the Plan.

Summary of Terms:


Participant:		[Employee Name]

Participant’s address:		[Employee Address]

Tax Identification No.:		[Employee Social Security #]

Shares:		shares of Common Stock

Per Share Exercise Price:		$ per share

Vesting Date:

Grant Date:

Expiration Date:

Summary Vesting Schedule:		See Section 2(a) for details.

CURIS, INC.

Date:

By:

[ ], Vice President

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2010 Stock Incentive Plan.

Date:

[Employee Name and Address]

Terms and Conditions of Incentive Stock Option Agreement

1. Grant of Option .

This agreement evidences the grant by Curis, Inc., a Delaware corporation (the “Company”), on , 201[ ] (the “Grant Date”) to [ ], an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2010 Stock Incentive Plan (the “Plan”), a total of [ ] shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”) at $ [ ] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on [ ] (the “Final Exercise Date”).

It is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

2. Vesting Schedule .

This option will become exercisable (“vest”) as to % of the original number of Shares on the [ ] anniversary of the Grant Date and as to an additional % of the original number of Shares at the end of each successive [ ] period following the [ ] anniversary of the Grant Date until the [ ] anniversary of the Grant Date.

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.

3. Exercise of Option .

(a) Form of Exercise . Each election to exercise this option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

(b) Continuous Relationship with the Company Required . Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”).

(c) Termination of Relationship with the Company . If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the

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right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon written notice to the Participant from the Company describing such violation.

(d) Exercise Period Upon Death or Disability . If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.

(e) Termination for Cause . If, prior to the Final Exercise Date, the Participant’s employment is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment. If the Participant is party to an employment, consulting or severance agreement with the Company that contains a definition of “cause” for termination of employment or other relationship, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean any (i) willful failure by the Participant, which failure is not cured within 30 days of written notice to the Participant from the Company, to perform his or her material responsibilities to the Company or (ii) willful misconduct by the Participant which affects the business reputation of the Company. The Participant’s employment shall be considered to have been terminated for Cause if the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted.

4. Tax Matters .

(a) Withholding . No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.

(b) Disqualifying Disposition . If the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition.

5. Transfer Restrictions . This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

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6. Provisions of the Plan . This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option.

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Exhibit 10.2

CURIS, INC.

Nonstatutory Stock Option Agreement

Granted Under 2010 Stock Incentive Plan

This Nonstatutory Stock Option Agreement certifies that, pursuant to the Curis, Inc. 2010 Stock Incentive Plan (the “Plan”), the Board has granted an option to purchase shares of Common Stock of Curis, Inc., as stated below. Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the Plan.

Summary of Terms:


Participant:		[Employee Name]

Circle One:		Employee Consultant Director

Participant’s address:		[Employee Address]

Tax Identification No.:		[Employee Social Security #]

Shares:		shares of Common Stock

Per Share Exercise Price:		$ per share

Vesting Date:

Grant Date:

Expiration Date:

Summary Vesting Schedule:		See Section 2(a) for details.

CURIS, INC.

Date:

By:

[ ], Vice President

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2010 Stock Incentive Plan.

Date:

[Employee Name and Address]

Terms and Conditions of Nonstatutory Stock Option Agreement

1. Grant of Option .

This agreement evidences the grant by Curis, Inc., a Delaware corporation (the “Company”), on , 201[ ] (the “Grant Date”) to [ ], an [employee], [consultant], [director] of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2010 Stock Incentive Plan (the “Plan”), a total of [ ] shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”) at $ [ ] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on [ ] (the “Final Exercise Date”).

It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

2. Vesting Schedule .

3. Exercise of Option .

(b) Continuous Relationship with the Company Required . Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an [employee, officer or director of], or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive option grants under the Plan (an “Eligible Participant”).

(c) Termination of Relationship with the Company . If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event

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after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon written notice to the Participant from the Company describing such violation.

(e) Termination for Cause . If, prior to the Final Exercise Date, the Participant’s employment or other relationship with the Company is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment or other relationship. If the Participant is party to an employment, consulting or severance agreement with the Company that contains a definition of “cause” for termination of employment or other relationship, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean any (i) willful failure by the Participant, which failure is not cured within 30 days of written notice to the Participant from the Company, to perform his or her material responsibilities to the Company or (ii) willful misconduct by the Participant which affects the business reputation of the Company. The Participant’s employment or other relationship shall be considered to have been terminated for “Cause” if the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted.

4. Withholding .

No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.

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Exhibit 10.3

CURIS, INC.

Restricted Stock Agreement


Name of Recipient:

Number of shares of restricted common stock awarded:

Grant Date:

Curis, Inc. (the “Company”) has selected you to receive the restricted stock award described above, which is subject to the provisions of the Company’s 2010 Stock Incentive Plan (the “Plan”) and the terms and conditions contained in this Restricted Stock Agreement. Please confirm your acceptance of this restricted stock award and of the terms and conditions of this Agreement by signing a copy of this Agreement where indicated below.


Curis, Inc.

By:
		[insert name and title]

Accepted and Agreed:

[insert name of recipient ]

CURIS, INC.

Restricted Stock Agreement

The terms and conditions of the award of shares of restricted common stock of the Company (the “Restricted Shares”) made to the Recipient, as set forth on the cover page of this Agreement, are as follows:

1. Issuance of Restricted Shares .

(a) The Restricted Shares are issued to the Recipient, effective as of the Grant Date (as set forth on the cover page of this Agreement), in consideration of employment services rendered and to be rendered by the Recipient to the Company.

(b) The Restricted Shares will initially be issued by the Company in book entry form only, in the name of the Recipient. Following the vesting of any Restricted Shares pursuant to Section 2 below, the Company shall, if requested by the Recipient, issue and deliver to the Recipient a certificate representing the vested Restricted Shares. The Recipient agrees that the Restricted Shares shall be subject to the forfeiture provisions set forth in Section 3 of this Agreement and the restrictions on transfer set forth in Section 4 of this Agreement.

2. Vesting .

(a) Vesting Schedule . Unless otherwise provided in this Agreement or the Plan, the Restricted Shares shall vest in accordance with the following vesting schedule: .

3. Forfeiture of Unvested Restricted Shares Upon Employment Termination .

In the event that the Recipient ceases to be employed by the Company for any reason or no reason, with or without cause, all of the Restricted Shares that are unvested as of the time of such employment termination shall be forfeited immediately and automatically to the Company, without the payment of any consideration to the Recipient, effective as of such termination of employment. The Recipient shall have no further rights with respect to any Restricted Shares that are so forfeited. If the Recipient is employed by a subsidiary of the Company, any references in this Agreement to employment with the Company shall instead be deemed to refer to employment with such subsidiary.

4. Restrictions on Transfer .

The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the

Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) 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 (b) as 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). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

5. Restrictive Legends .

The book entry account reflecting the issuance of the Restricted Shares in the name of the Recipient shall bear a legend or other notation upon substantially the following terms:

“These shares of stock are subject to forfeiture provisions and restrictions on transfer set forth in a certain Restricted Stock Agreement between the corporation and the registered owner of these shares (or his or her predecessor in interest), and such Agreement is available for inspection without charge at the office of the Secretary of the corporation.”

6. Rights as a Shareholder .

Except as otherwise provided in this Agreement, for so long as the Recipient is the registered owner of the Restricted Shares, the Recipient shall have all rights as a shareholder with respect to the Restricted Shares, whether vested or unvested, including, without limitation, rights to vote the Restricted Shares and act in respect of the Restricted Shares at any meeting of shareholders; provided that, as provided in the Plan, the payment of dividends on unvested Restricted Shares shall be deferred until after such shares vest.

7. Provisions of the Plan .

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

8. Tax Matters .

(a) Acknowledgments; Section 83(b) Election . The Recipient acknowledges that he or she is responsible for obtaining the advice of the Recipient’s own tax advisors with respect to the acquisition of the Restricted Shares and the Recipient is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the Restricted Shares. The Recipient understands that the Recipient (and not the Company) shall be responsible for the Recipient’s tax liability that may arise in connection with the acquisition, vesting and/or disposition of the Restricted Shares. The Recipient acknowledges that he or she has been informed of the availability of making an election under Section 83(b) of the Internal Revenue Code, as amended, with respect to the issuance of the Restricted Shares[ and that the Recipient has decided not to file a Section 83(b)

election.] [The Recipient agrees that he or she will deliver written notice to the Company if he or she files a Section 83(b) election and he or she will provide for the tax withholding obligations that would apply if such an election is made.]

(b) Withholding . The Recipient acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Recipient any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the Restricted Shares. On each date on which Restricted Shares vest, the Company shall deliver written notice to the Recipient of the amount of withholding taxes due with respect to the vesting of the Restricted Shares that vest on such date; provided, however, that the total tax withholding cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). The Recipient shall satisfy such tax withholding obligations by making a cash payment to the Company on the date of vesting of the Restricted Shares, in the amount of the Company’s withholding obligation in connection with the vesting of such Restricted Shares.

9. Miscellaneous .

(a) Authority of Committee . In making any decisions or taking any actions with respect to the matters covered by this Agreement, the Committee (as defined in the Plan) shall have all of the authority and discretion, and shall be subject to all of the protections, provided for in the Plan. All decisions and actions by the Committee with respect to this Agreement shall be made in the Committee’s discretion and shall be final and binding on the Recipient.

(b) No Right to Continued Employment . The Recipient acknowledges and agrees that, notwithstanding the fact that the vesting of the Restricted Shares is contingent upon his or her continued employment by the Company, this Agreement does not constitute an express or implied promise of continued employment or confer upon the Recipient any rights with respect to continued employment by the Company.

(c) 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 provisions.

(d) Recipient’s Acknowledgments . The Recipient acknowledges that he or she has read this Agreement, has received and read the Plan, and understands the terms and conditions of this Agreement and the Plan.

Exhibit 10.4

March 21, 2008

Dr. Mitchell Keegan

[ ]

Dear Mitch:

I am pleased to confirm our offer to you for the position at Curis, Inc. The terms of our offer for your employment with the Company are outlined below.

Position: Executive Director, Drug Development

Description of Duties: You will be responsible for oversight of all development aspects of Curis’ proprietary drug programs, particularly from lead clinical candidate selection through clinical testing.

Reporting to: Michael Gray, CFO & COO

Employment Date: Your starting date will be on or about April 23, 2008, or any other mutually agreeable date.

Work Week: You will generally work Monday through Friday, at least 40 hours per week.

Rate of Pay: $18,750.00 per month to be reviewed as part of our performance review program. It is understood that paychecks will be issued on alternating Fridays.

Your rate of pay and title will be reviewed no later than December 2008, in accordance with company policies. You will additionally be eligible for a discretionary bonus, in accordance with company procedures, or in the future, in accordance with a formal executive officer bonus program, which is currently being evaluated by our compensation committee.

As discussed, at such time it is agreed upon that you are promoted to the level of Vice President, you will be documented as a named officer of the Company, and will at that time be asked to sign an employment agreement outlining your severance terms and any outcomes resulting from a change of control of Curis.

Mitchell Keegan

Page 2

Benefits: You will be eligible to participate in the Curis employee benefit program as of your date of hire or in accordance with plan provisions. This comprehensive program currently includes medical and dental benefits, life and disability insurances, and a Section 125 Plan. You will be eligible to participate in our 401(k) Plan upon your date of hire. You will accrue three weeks of vacation during your first year of employment and are subject to the terms for accrual and use. Parking is provided, or the cost of a MBTA pass is reimbursed in accordance with usual Company practice. Curis also offers an Employee Stock Purchase Plan with entry dates of December and June after completing six months of employment. Employee benefits may be changed from time to time at the sole discretion of Curis. If you need additional information or have questions, please feel free to contact Rachel Blasbalg at (617) 503-6542.

Stock Options: We will recommend to our compensation committee that you receive a stock option to purchase 150,000 shares of Curis common stock, to be awarded by the compensation committee of the board of directors with effect from the date of the compensation committee’s approval. The next compensation committee meeting is scheduled for April 4, 2008. The shares will be awarded at the last trade price on the NASDAQ on the day of approval and will vest over four years, 25% after the first year and 6.25% per quarter over the remainder of the vesting period. Vesting of stock options is contingent upon your continued employment at Curis. The award will be subject to and governed by the terms and conditions of an agreement between you and the Curis and the Curis Inc. 2000 Stock Incentive Plan (the “Plan”). A copy of the Plan is included in with this letter for your review.

It should be understood by you that your employment at Curis, Inc. is at all times on an “at will” basis, which means that it is not guaranteed for any specified period of time and may be terminated by you or by Curis at any time, with or without notice, and regardless of the date of payment of your salary. By accepting employment with Curis, you acknowledge and agree that no contrary representation has been made to you. This at-will employment relationship will remain in effect throughout your employment with Curis. It may not be modified by an oral or implied agreement. The terms of your employment will be interpreted in accordance with and governed by the laws of The Commonwealth of Massachusetts.

In the event your employment is involuntarily terminated with the Company without cause, the Company will continue to pay you as severance benefits your base salary as in effect on the date of your termination and provide you with any other benefits owed to you by virtue of your employment with the Company, to the extent that such benefits can be provided to non-employees, for four months. Cause means (a) a good faith finding by the Company of dishonesty, gross negligence, or misconduct, (b) conviction or the entry of a pleading of guilty or nolo contender e to any crime or any felony, or (c) any breach or threatened breach of any confidentiality, non-competition, non-solicitation, or inventions agreement with the Company.

Mitchell Keegan

Page 3

This offer is premised on your representation that you are not subject to any confidentiality or non-competition agreement or any other similar type of restriction that would affect your ability to devote your full time and attention to your work at Curis, Inc. The offer is also contingent upon your signing the enclosed Invention, Non-Disclosure and Non-Competition Agreement . You will also be required to present documentation prior to starting work with the Company that verifies your identity and authorization to work in the U.S., in accordance with the Immigration Reform and Control Act of 1986.

Please note that our offer of employment, including your stock option award, is contingent upon the results of your background check.

If the terms of this offer are acceptable, please indicate your acceptance by signing both copies of this letter and the Invention, Non-Disclosure and Non-competition Agreement included with this letter. Please return one copy of each to Rachel Blasbalg, Human Resources by Tuesday, March 25, 2008.

We are extremely enthusiastic about the prospect of working with you at Curis. We believe that Curis will offer an outstanding opportunity for you to achieve both your personal and professional goals in an exciting scientific and business environment. We feel you will be a great addition to our team.

Sincerely,

/s/ Rachel S. Blasbalg

Rachel S. Blasbalg

Manager, Human Resources

Agreed and accepted:

/s/ Mitch Keegan

Mitchell Keegan

Date: March 24, 2008

Enclosures

Invention, Non-Disclosure and Non-Competition Agreement

Exhibit 10.5

AMENDMENT TO OFFER LETTER

This Amendment (the “Amendment”), effective as of June 3, 2010 (the “Effective Date”), to the offer letter dated March 21, 2008 (the “Offer Letter”) by and between Curis, Inc., a Delaware corporation (the “Company”), and Dr. Mitchell Keegan (the “Executive”).

WHEREAS , the Company and the Executive desire to amend the Offer Letter to reflect changes which the parties hereby agree to in connection with the Company’s continued employment of the Executive; and

WHEREAS , it is essential to the Company to retain and attract as executive officers the most capable persons available; and

WHEREAS , the substantial increase in corporate litigation subjects directors and officers to expensive litigation risks at the same time that the availability of directors’ and officers’ liability insurance has been severely limited; and

WHEREAS , it is now and has always been the express policy of the Company to indemnify its directors and officers; and

WHEREAS , the Executive does not regard the protection available under the Company’s Certificate of Incorporation and insurance as adequate in the present circumstances, and may not be willing to continue to serve as an executive officer of the Company without adequate protection; and

WHEREAS , the Company desires the Executive to continue to serve as an executive officer of the Company.

NOW , THEREFORE , in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.	Amendments - The Offer Letter shall be amended to include the following provisions.

1.1

At-Will Employment . This Amendment shall not be construed as an agreement, either express or implied, to employ the Executive for any stated term, and shall in no way alter the Company’s policy of employment at will, under which both the Executive and the Company remain free to terminate the employment relationship, with or without cause, at any time, with or without notice.

1.2

Termination and Severance . The benefits provided for the Executive under this Amendment shall be the sole payments and benefits for which the Executive shall be eligible at the conclusion of his employment with the Company for any reason and shall supersede any and all prior agreements or arrangements for post-termination benefits and indemnification.

(a)

In the event the Executive’s employment terminates by the Company for

Cause, by the Executive without Good Reason or due to the death or Disability of the Executive, the Company shall pay to the Executive only his base salary accrued through the last day of his employment with the Company. For the purposes of this Amendment, “Disability” shall be deemed to have occurred when the Employee shall have been unable to perform his duties by reason of illness or incapacity for a period of 120 consecutive days in any period of 52 consecutive weeks, as determined in good faith by the Company’s Board of Directors (the “Board”) in accordance with applicable law.

(b)

In the event the Executive’s employment terminates as a result of a voluntary termination by the Executive for Good Reason, or a termination by the Company without Cause, the Executive shall: (i) receive his base salary accrued through the last day of his employment with the Company, (ii) receive payments equal to one-half ( ¹ / 2 ) of the Executive’s then base salary, reduced by all applicable taxes and withholdings, over a period of six months in accordance with the Company’s then current payroll policies and practices and (iii) the Executive’s medical/dental insurance as an Executive of the Company will cease upon termination and the Executive will immediately become eligible for continuation of medical/dental coverage pursuant to COBRA. Company will pay any difference between the COBRA premium and the amount the Executive would otherwise be responsible for with respect to the medical and dental coverage elected for a period of six (6) months from the date such termination or as long as the Executive is eligible for COBRA, whichever period is shorter. At the end of this period, the Executive is eligible to continue coverage for the balance of the statutory period under COBRA, provided that the Executive pays the COBRA premium.

(c)

For purposes of this Amendment, “Good Reason” means that any of the following are undertaken without the Executive’s express written consent: (i) a material reduction in the Executive’s title, authority or responsibility; (ii) any reduction in the Executive’s annual cash compensation; or (iii) a relocation of the place of business at which the Executive is principally located to a location more than fifty (50) miles from the current principal site.

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(d)

For purposes of Sections 1.2(a) and (b) of this Amendment, “Cause” means (V) the Executive’s failure or refusal to substantially perform his duties or the Executive’s continued neglect to perform such duties to the full extent of his abilities for reasons other than death, physical or mental incapacity, (W) a good faith finding by the Company of the Executive’s failure to perform his duties as assigned to him by the Board or Chief Executive Officer of the Company, (X) a good faith finding by the Company of dishonesty, gross negligence, or misconduct, (Y) conviction or the entry of a pleading of nolo contendere to any crime or felony, or (Z) any breach or threatened breach of any confidentiality, non-solicitation, or inventions agreement with the Company. For purposes of Section 1.2(e) of this Amendment, “Cause” shall have the meaning ascribed to it in Section 8(c)(1)(d) of the Company’s 2000 Stock Incentive Plan, as amended from time to time.

(e)

In the event the Executive’s employment terminates as a result of termination of the Executive by the Company or its successor without Cause, or by the Executive for Good Reason, within twelve (12) months following a Change in Control Event, the Executive shall: (i) receive his base salary accrued through the last day of his employment with the Company; (ii) receive payments equal to one-half ( ¹ / 2 ) of the Executive’s then base salary, reduced by all applicable taxes and withholdings, over a period of six months in accordance with the Company’s then current payroll policies and practices and (iii) the Executive’s medical/dental insurance as an Executive of the Company will cease upon termination and the Executive will immediately become eligible for continuation of medical/dental coverage pursuant to COBRA. Company will pay any difference between the COBRA premium and the amount the Executive would otherwise be responsible for with respect to the medical and dental coverage elected for a period of six (6) months from the date such termination or as long as the Executive is eligible for COBRA, whichever period is shorter. At the end of this period, the Executive is eligible to continue coverage for the balance of the statutory period under COBRA, provided that the Executive pays the COBRA premium. For purposes of this paragraph, the Executive’s “base salary” shall be the greater of the amount in effect either immediately prior to the Change in Control Event or the termination date of Executive’s employment. The benefits provided under this Section 1.2(e) shall be in lieu of any benefits the Executive would have otherwise been entitled to pursuant to Section 1.2(b) of this Amendment.

(f)

For purposes of this Amendment, a “Change in Control Event” shall mean:

(i)

The acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns

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(within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided , however , that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control Event: (A) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company), (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (C) any acquisition by any corporation pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this definition; or

(ii)

Such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the date of the initial adoption of this Amendment by the Board or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; or

(iii)

The consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or

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acquiring corporation or other form of entity in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation or entity is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding the Acquiring Corporation or any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 50% or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination).

(g)

Notwithstanding any provision of this Amendment to the contrary, if, at the time the Executive’s employment is terminated, the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(ii) of the Internal Revenue Code and the regulations thereunder, as determined by the Company in accordance with its procedures, by which determination the Executive hereby agrees that he is bound, then any payments to be paid or provided to the Executive under this Amendment that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code shall be delayed by a period of six (6) months and all payments that would have been made to the Executive during such six (6) month period shall be made in a lump sum in the seventh (7th) month following the date of termination.

(h)

The receipt of any severance benefits provided for under the Offer Letter as amended by this Amendment or otherwise shall be dependent upon the Executive’s delivery to the Company of an effective general release of claims in a form satisfactory to the Company within 60 days of the date of the Executive’s termination of employment, and shall be paid or commence no later than thirty (30) days thereafter; provided, however, that if the date on which the severance benefits are to be paid or commence occurs in the calendar year following the year of the Executive’s date of termination, the severance payments shall be paid or commence no earlier than January 1 of such subsequent calendar year. Notwithstanding the foregoing, any payment of benefits under this subparagraph shall be subject to the provisions of Subsection 1.2(g) to the extent applicable.

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1.3

No Duty to Seek Employment . The Executive and the Company acknowledge and agree that nothing contained in this Amendment shall be construed as requiring the Executive to seek or accept alternative or replacement employment in the event of his termination of employment by the Company for any reason, and no payment or benefit payable hereunder shall be conditioned on the Executive’s seeking or accepting such alternative or replacement employment.

1.4

Indemnification . Upon the later of (1) six years after the date that the Executive shall have ceased to serve as an executive officer of the Company or, at the request of the Company, as a director, officer, partner, trustee, member, employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise or (2) the final termination of all Proceedings (as defined below) pending on the date set forth in clause (1) in respect of which the Executive is granted rights of indemnification or advancement of Expenses (as defined below) hereunder and of any proceeding commenced by the Executive pursuant to Section 1.4(h) of this Amendment relating thereto, the Company shall provide indemnification to the Executive as follows:

(a)

Indemnification in Third-Party Proceedings . The Company shall indemnify the Executive in accordance with the provisions of this Section 1.4(a) if the Executive was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of the Executive’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Executive in connection with such Proceeding, if the Executive acted in good faith and in a manner which the Executive reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Executive did not act in good faith and in a manner which the Executive reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful.

(b)

Indemnification in Proceedings by or in the Right of the Company . The Company shall indemnify the Executive in accordance with the provisions of this Section 1.4(b) if the Executive was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the Executive’s Corporate Status (as defined below) or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses and, to the extent permitted by law, amounts paid in

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settlement actually and reasonably incurred by or on behalf of the Executive in connection with such Proceeding, if the Executive acted in good faith and in a manner which the Executive reasonably believed to be in, or not opposed to, the best interests of the Company, except that no indemnification shall be made under this Section 1.4(b) in respect of any claim, issue, or matter as to which the Executive shall have been adjudged to be liable to the Company, unless, and only to the extent, that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, the Executive is fairly and reasonably entitled to indemnity for such Expenses as the Court of Chancery or such other court shall deem proper.

(c)

Exceptions to Right of Indemnification . Notwithstanding anything to the contrary in this Amendment, except as set forth in Section 1.4(h), the Company shall not indemnify the Executive in connection with a Proceeding (or part thereof) initiated by the Executive unless the initiation thereof was approved by the Board of the Company. Notwithstanding anything to the contrary in this Amendment, the Company shall not indemnify the Executive to the extent the Executive is reimbursed from the proceeds of insurance, and in the event the Company makes any indemnification payments to the Executive and the Executive is subsequently reimbursed from the proceeds of insurance, the Executive shall promptly refund such indemnification payments to the Company to the extent of such insurance reimbursement.

(d)

Indemnification of Expenses of Successful Party . Notwithstanding any other provision of this Amendment, to the extent that the Executive has been successful, on the merits or otherwise, in defense of any Proceeding or in defense of any claim, issue or matter therein, the Executive shall be indemnified against all Expenses incurred by or on behalf of Executive in connection therewith. Without limiting the foregoing, if any Proceeding or any claim, issue or matter therein is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Executive, (ii) an adjudication that the Executive was liable to the Company, (iii) a plea of guilty or nolo contendere by the Executive, (iv) an adjudication that Executive did not act in good faith and in a manner the Executive reasonably believed to be in or not opposed to the best interests of the Company, and (v) with respect to any criminal proceeding, an adjudication that the Executive had reasonable cause to believe his or her conduct was unlawful, the Executive shall be considered for the purposes hereof to have been wholly successful with respect thereto.

(e)

Notification and Defense of Claim . As a condition precedent to the Executive’s right to be indemnified, the Executive must notify the Company in writing as soon as practicable of any Proceeding for which

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indemnity will or could be sought. With respect to any Proceeding of which the Company is so notified, the Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Executive. After notice from the Company to the Executive of its election so to assume such defense, the Company shall not be liable to the Executive for any legal or other expenses subsequently incurred by the Executive in connection with such Proceeding, other than as provided below in this Section 1.4(e). The Executive shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Executive unless (i) the employment of counsel by the Executive has been authorized by the Company, (ii) counsel to the Executive shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Company and the Executive in the conduct of the defense of such Proceeding or (iii) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Executive shall be at the expense of the Company, except as otherwise expressly provided by this Amendment. The Company shall not be entitled, without the consent of the Executive, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the Executive shall have reasonably made the conclusion provided for in clause (ii) above. The Company shall not be required to indemnify the Executive under this Amendment for any amounts paid in settlement of any Proceeding effected without its written consent. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Executive without the Executive’s written consent. Neither the Company nor the Executive will unreasonably withhold or delay their consent to any proposed settlement.

(f)

Advancement of Expenses . Subject to the provisions of Section 1.4(g) of this Amendment, in the event that the Company does not assume the defense pursuant to Section 1.4(e) of this Amendment of any Proceeding of which the Company receives notice under this Amendment, any Expenses incurred by or on behalf of the Executive in defending such Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding; provided , however , that the payment of such Expenses incurred by or on behalf of the Executive in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking by or on behalf of the Executive to repay all amounts so advanced in the event that it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company as authorized in this Amendment. Such undertaking shall be accepted without reference to the financial ability of the Executive to make repayment.

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(g)

Procedure for Indemnification . In order to obtain indemnification or advancement of Expenses pursuant to Sections 1.4(a), (b), (d) or (f) of this Amendment, the Executive shall submit to the Company a written request. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 30 days after receipt by the Company of the written request of the Executive, unless with respect to requests under Sections 1.4(a), (b) or (f) the Company determines within such 30-day period that the Executive did not meet the applicable standard of conduct set forth in Section 1.4(a) or (b), as the case may be. Such determination, and any determination that advanced Expenses must be repaid to the Company, shall be made in each instance (i) by a majority vote of the directors of the Company consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (ii) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (iii) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Company) in a written opinion, or (iv) by the stockholders of the Company.

(h)

Remedies . The right to indemnification or advancement of Expenses as provided by this Amendment shall be enforceable by the Executive in any court of competent jurisdiction. Unless otherwise required by law, the burden of proving that indemnification is not appropriate shall be on the Company. Neither the failure of the Company to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because the Executive has met the applicable standard of conduct, nor an actual determination by the Company pursuant to Section 1.4(g) that the Executive has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Executive has not met the applicable standard of conduct. The Executive’s expenses (of the type described in the definition of “Expenses” below) reasonably incurred in connection with successfully establishing the Executive’s right to indemnification, in whole or in part, in any such Proceeding shall also be indemnified by the Company.

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(i)

Partial Indemnification . If the Executive is entitled under any provision of this Amendment to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by or on behalf of the Executive in connection with any Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Executive for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Executive is entitled.

(j)

Subrogation . In the event of any payment under this Amendment, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Executive, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(k)

Indemnification Hereunder Not Exclusive . The indemnification and advancement of Expenses provided by this Amendment shall not be deemed exclusive of any other rights to which the Executive may be entitled under the Company’s Certification of Incorporation, the By-Laws, any other agreement, any vote of stockholders or disinterested directors, the General Corporation Law of Delaware, any other law (common or statutory), or otherwise, both as to action in the Executive’s official capacity and as to action in another capacity while holding office for the Company. Nothing contained in this Amendment shall be deemed to prohibit the Company from purchasing and maintaining insurance, at its expense, to protect itself or the Executive against any expense, liability or loss incurred by it or the Executive in any such capacity, or arising out of the Executive’s status as such, whether or not the Executive would be indemnified against such expense, liability or loss under this Amendment; provided that the Company shall not be liable under this Amendment to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Executive has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(l)

Definitions . As used in this Amendment:

(i)

The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternative dispute resolution proceeding, administrative hearing or other proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, and any appeal therefrom.

(ii)

The term “Corporate Status” shall mean the status of a person who is or was a director or officer of the Company, or is or was serving, or has agreed to serve, at the request of the Company, as a director,

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officer, partner, trustee, member, employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise.

(iii)

The term “Expenses” shall include, without limitation, attorneys’ fees, retainers, court costs, transcript costs, fees and expenses of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and other disbursements or expenses of the types customarily incurred in connection with investigations, judicial or administrative proceedings or appeals, but shall not include the amount of judgments, fines or penalties against the Executive or amounts paid in settlement in connection with such matters.

(iv)

References to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Amendment.

(m)

Savings Clause . If this Section 1.4 or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify the Executive as to Expenses, judgments, fines, penalties and amounts paid in settlement with respect to any Proceeding to the full extent permitted by any applicable portion of this Section 1.4 that shall not have been invalidated and to the fullest extent permitted by applicable law.

(n)

Applicable Law . Notwithstanding anything herein to the contrary, this Section 1.4 shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware. The Executive may elect to have the right to indemnification or reimbursement or advancement of Expenses interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the applicable Proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time such indemnification or reimbursement or advancement of Expenses is sought. Such election shall be made, by a notice in writing to the Company, at the time indemnification or reimbursement or advancement of Expenses is sought; provided , however , that if no such notice is given, and if the General

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Corporation Law of Delaware is amended, or other Delaware law is enacted, to permit further indemnification of the directors and officers, then the Executive shall be indemnified to the fullest extent permitted under the General Corporation Law, as so amended, or by such other Delaware law, as so enacted.

(o)

Enforcement . The Company expressly confirms and agrees that it has entered into this Amendment in order to induce the Executive to continue to serve as an officer of the Company, among other things, and acknowledges that the Executive is relying upon this Amendment in continuing in such capacity.

(p)

Consent to Suit . In the case of any dispute under or in connection with this Section 1.4, the Executive may only bring suit against the Company in the Court of Chancery of the State of Delaware. The Executive hereby consents to the exclusive jurisdiction and venue of the courts of the State of Delaware, and the Executive hereby waives any claim the Executive may have at any time as to forum non conveniens with respect to such venue. The Company shall have the right to institute any legal action arising out of or relating to this Section 1.4 in any court of competent jurisdiction. Any judgment entered against either of the parties in any proceeding hereunder may be entered and enforced by any court of competent jurisdiction.

Reference to and Effect on the Offer Letter; Entire Agreement . Except as amended or superseded by this Amendment, the provisions of the Offer Letter shall remain in full force and effect. This Amendment, together with the Offer Letter, sets forth the entire agreement (the “Agreement”) of the parties hereto in respect of the subject matter contained herein and supercedes all prior agreements, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled. For avoidance of doubt, the parties confirm that the foregoing does not apply to or limit the Executive’s rights under Delaware law or the Company’s Certificate of Incorporation or By-Laws.

Governing Law . Except as set forth in Section 1.4(n), the Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to principles of conflicts of laws. Except as set forth in Section 1.4(p), any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of the Agreement shall be commenced only in a court of the Commonwealth of Massachusetts (or, if appropriate, a federal court located within Massachusetts), and the Company and the Executive each consents to the jurisdiction of such a court.

4.	Section 409A of the Internal Revenue Code . All payments and benefits provided under this Amendment are intended to either comply with or be exempt from Section 409A of the Code and this Amendment shall be administered and construed accordingly. The

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Company makes no representations or warranty and shall have no liability to the Executive or any other person if any payments made under this Amendment are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of that section.

Successor to Company . The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform the Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. As used in the Agreement, “Company” shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform the Agreement, by operation of law or otherwise.

6.	Counterparts. This Amendment may be executed in two counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF , the undersigned have executed this Amendment as of the date written above.


CURIS, INC.

By:		/s/ Michael P. Gray
Name:		Michael P. Gray
Title:		Chief Operating Officer and Chief Financial Officer


EXECUTIVE

/s/ Mitchell Keegan
Name:		Dr. Mitchell Keegan

[Signature Page to Amendment to Offer Letter]

Exhibit 99.1

LOGO

For More Information:

Michael P. Gray

Chief Financial Officer

Curis, Inc.

617-503-6632

mgray@curis.com

Curis, Inc. Announces Appointment of Marc Rubin, M.D.

to its Board of Directors

CAMBRIDGE, MA , June 4, 2010 – Curis, Inc. (NASDAQ: CRIS), a drug development company seeking to develop next generation targeted small molecule drug candidates for cancer treatment, today announced the appointment of Marc Rubin, M.D. to its Board of Directors. Dr. Rubin brings extensive clinical development, medical, commercial and scientific expertise to Curis, having held executive-level clinical development positions with Bayer Schering Pharma, Schering AG and GlaxoSmithKline.

“We are very pleased to have Dr. Rubin join our board. We expect that his addition will enhance the expertise of the board as it guides Curis forward in its effort to become a leading small molecule cancer drug development company,” said Curis President and CEO Daniel R. Passeri. “We have made important advances over the past few years in progressing our pipeline of promising cancer programs, including completing Phase I dose escalation clinical testing of CUDC-101 and planning for future clinical testing of this molecule, which is our proprietary first-in-class HDAC, EGFR, Her2 inhibitor for cancer network disruption. We have also advanced additional preclinical targeted small molecules that are designed to disrupt cancer networks. In addition, our collaborators have continued to advance our partnered assets, including Genentech’s testing of Hedgehog Pathway Inhibitor GDC-0449 in three Phase II clinical studies and Debiopharm’s Phase I testing of Heat Shock Protein 90 inhibitor Debio 0932. We look forward to Dr. Rubin’s contributions as we continue to move these programs forward and believe that his extensive experience with pharmaceutical development will prove highly valuable to Curis.”

Dr. Rubin has served as Executive Chairman of the Board of Directors of Titan Pharmaceuticals, Inc. since May 2009. He held the position of President and Chief Executive Officer of Titan Pharmaceuticals from October 2007 until December 2008. From June 2006 until February 2007, Dr. Rubin served as Head of Global Research and Development for Bayer Schering Pharma, as well as a member of the Executive Committee of Bayer Healthcare and the Board of Management of Bayer Schering Pharma. Beginning in October 2003 and until

the merger of Bayer Pharmaceuticals and Schering AG in June 2006, Dr. Rubin was a member of the Executive Board of Schering AG with responsibility for global development and for three global business units, including the oncology business unit, as well as Chairman of Schering Berlin Inc. and President of Berlex Pharmaceuticals, a division of Schering AG. From 1990 until August 2003, Dr. Rubin was employed by GlaxoSmithKline where he held positions in global clinical and commercial development overseeing programs in the United States, Europe, Asia and Latin America. From 2001 through 2003, he was Senior Vice President of Global Clinical Pharmacology & Discovery Medicine.

Prior to his pharmaceutical industry career, Dr. Rubin completed subspecialty training and board certification in both medical oncology and infectious diseases at the National Cancer Institute within the National Institutes of Health (1983-1986). Dr. Rubin also served as an Investigator and on the Senior Staff of the infectious diseases section at the National Cancer Institute from 1986 until 1989. Dr. Rubin holds an M.D. from Cornell University Medical College. In addition to his role of Executive Chairman of the Board of Directors of Titan Pharmaceuticals, Dr. Rubin currently serves on the board of directors of Surface Logix, a biotechnology company, and the Rogosin Institute, a not-for-profit medical treatment and research institution. Dr. Rubin also served on the board of directors of Medarex, Inc. prior to its acquisition by Bristol-Myers Squibb Co. in 2009.

“I am enthusiastic about my appointment to Curis’ board of directors and look forward to working with the other members of the board to oversee the continued advancement of what I believe is an impressive portfolio of targeted cancer drug candidates,” said Dr. Rubin. “In my role as a Curis director, I intend to leverage my drug discovery, development and commercialization expertise to help Curis to continue its efforts to both advance its pipeline of targeted cancer drug candidates and, ultimately, to provide benefit to patients suffering from cancers that are not effectively addressed with current therapies.”

About Curis, Inc.

Curis is a drug development company that is committed to leveraging its innovative signaling pathway drug technologies to seek to create new targeted small molecule drug candidates for cancer. Curis is building upon its previous experiences in targeting signaling pathways, including in the Hedgehog pathway, in its effort to develop proprietary targeted cancer programs. For more information, visit Curis’ website at www.curis.com.

Curis Cautionary Statement: This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements with respect to the expected benefits of Dr. Rubin’s addition to Curis’ board of director and the Company’s plans to advance its pipeline of therapeutic programs. Forward-looking statements used in this press release may contain the words “believes”,

“expects”, “anticipates”, “plans”, “seeks”, “estimates”, “will”, “may” or similar expressions. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other important factors that may cause the actual results to be materially different from those indicated by such forward-looking statements including, among other things:

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Curis may experience adverse results, delays and/or failures in its internal drug development programs, including with respect to its Phase I clinical trial of CUDC-101, and with respect to its ongoing preclinical studies of its other targeted cancer programs.

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Genentech and/or Roche and Debiopharm may experience adverse results, delays and/or failures in their respective development programs under collaboration with Curis. For example, Genentech and/or Roche may not be able to replicate in later trials any favorable outcomes from earlier trials of GDC-0449, and Debiopharm may not be able to successfully advance Debio 0932 through its ongoing Phase I clinical trial as planned.

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Curis may experience difficulties or delays in obtaining or maintaining required regulatory approvals for products under development both internally and through its collaborations.

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Curis may not be able to obtain or maintain the intellectual property protection necessary for the development and commercialization of drug candidates based on its technologies.

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Curis may not be able to obtain the substantial additional funding required to conduct research and development of its drug candidates.

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Curis may experience unplanned cash requirements, and may not receive additional anticipated payments under its collaborations, any of which could shorten the estimated period in which Curis will have cash to fund its operations and which could also adversely affect Curis’ estimated operating expenses for 2010 and beyond.

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Curis faces risks relating to its ability to enter into and maintain planned collaborations for development candidates under its targeted cancer programs, its ability to maintain its current collaborations with Genentech and Debiopharm, and the risk that any such collaborators will not perform adequately.

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Curis also faces other risk factors identified in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and other filings that it periodically makes with the Securities and Exchange Commission.

In addition, any forward-looking statements represent the views only as of today and should not be relied upon as representing Curis’ views as of any subsequent date. Curis disclaims any intention or obligation to update any of the forward-looking statements after the date of this press release whether as a result of new information, future events or otherwise.