Exhbit 10.2
ONCOTHYREON INC.
AMENDED AND RESTATED SHARE OPTION
PLAN
1. PURPOSE.
The purpose of this Plan is to promote the
interests of the Company and its shareholders by making provision
for the granting of stock options by the board of directors of the
Company to selected Employees and Directors of the Company and of
its Subsidiaries and to selected Service Providers for the purchase
of Shares for capital accumulation and as an investment which will
provide such Employees, Directors and Service Providers with
additional motivation to further the profitable growth of the
Company and its Subsidiaries.
2. DEFINITIONS.
Unless the context clearly indicates otherwise,
the following terms have the meanings set forth below:
2.1 "
Company " means Oncothyreon Inc., a corporation incorporated
under the laws of Delaware and any successor corporation, and any
reference herein to action by the Company means action by or under
the authority of its board of directors;
2.2 "
Director(s) " means one or more members of the board of
directors of the Company or any of its Subsidiaries;
2.3 "
Employee " means a person who is regularly employed on a
full-time basis by the Company or any of its
Subsidiaries;
2.4 "
Fair Market Value " shall mean the closing price of the
Shares as reported by Nasdaq Global Market, the Nasdaq Global
Select Market or the Nasdaq Capital Market on the day on which the
Option is granted, or if no closing price was reported on that
date, as applicable, on the last trading date such closing price
was reported;
2.5 "
Grant Date " as used with respect to a particular Option,
means the date as of which such Option is granted pursuant to the
Plan;
2.6 "
Insider " has the meaning ascribed thereto in Section 16 of
the Securities Exchange Act of 1934, as amended;
2.7 "
Option " means a contract complying with the provisions of
this Plan between the Company and an Employee, Director or Service
Provider under which the Employee, Director or Service Provider has
a right to subscribe for unissued Shares;
2.8 "
Optionee " means an Employee or former Employee, a Director
or former Director or a Service Provider or former Service
Provider, who is a party to an Option;
2.9 "
Plan " means the Share Option Plan, as created hereby and as
from time to time amended;
2.10 "
Retirement " means:
(i) the
act of an Employee voluntarily retiring from employment with the
Company and/or any Subsidiary, or
(ii) the
termination of an Employee's employment after the Company's and/or
any Subsidiary's determination that there is not enough work to
continue to employ the Employee, at any time after the Employee has
reached the age of sixty and has been employed by the Company
and/or a Subsidiary for a minimum period of ten consecutive years
immediately preceding the date of his retirement;
2.9 "
Service Provider " means a person or company engaged to
provide ongoing management or consulting services for the Company
or any entity controlled by the Company;
2.10 "
Share " or " Shares " means, as the case may be, one
or more common shares in the capital of the Company as constituted
at the date hereof and any shares or securities of the Company into
which such common shares are changed, subdivided, consolidated,
reclassified or converted;
2.11 "
Subsidiary " means a “subsidiary corporation”
whether now or hereafter existing, as defined in Section 424(f) of
the Internal Revenue Code of 1986, as amended;
2.12 "
Triggering Event " shall have the meaning ascribed thereto
in Exhibit A to Schedule A hereto.
3. GRANT
OPTIONS.
3.1 Subject
to the provisions of this Plan, the board of directors of the
Company may from time to time authorize the granting of Options to
one or more Employees, one or more Directors or one or more Service
Providers. The total number of Shares issuable pursuant
to Options under the Plan shall, at any time, be 10% of the issued
and outstanding Shares and, for greater certainty, any Shares
issued upon the exercise of Options shall not reduce the percentage
of Shares which may be issuable pursuant to options under the Plan;
provided that the total number of Shares subject to Options and to
other stock options granted to any one person shall not exceed such
maximum number as is permitted from time to time under any
applicable law or regulation or under the rules of any stock
exchange on which the Shares are listed.
In determining the Employees to whom Options are
to be granted and the number of Shares subject to each Option to be
granted to Employees, the duties, remuneration, length of service
and present and potential contribution of an Employee to the
success of the Company and/or its Subsidiaries and such other
factors as shall from time to time be deemed relevant by the board
of directors of the Company will be considered. In
determining the Directors to whom Options are to be granted and the
number of Shares subject to each Option to be granted to Directors,
the length of service of the Director and his present and potential
contribution to the Company and/or its Subsidiaries and such other
factors as shall from time to time be deemed relevant by the board
of directors of the Company will be considered. In
determining the Service Providers to whom Options are to be granted
and the number of Shares subject to each Option to be granted to
Service Providers, the present and potential contribution of the
Service Provider to the Company and/or its Subsidiaries and such
other factors as shall from time to time be deemed relevant by the
board of directors of the Company will be considered.
Subject to the provisions of this Plan and the
rules of any stock exchange on which the Shares are listed, an
Employee, Director or Service Provider who is eligible under this
Plan may be granted more than one Option to purchase Shares
pursuant to this Plan if the board of directors shall so determine
and may participate, if eligible, in any other stock purchase or
option plan of the Company.
4. PURCHASE
PRICE.
The purchase price of the Shares subject to
Options granted under the Plan shall be determined by the board of
directors of the Company but shall not be less than the Fair Market
Value of the Shares.
5. TERMS
OF OPTION.
Subject to the provisions of the Plan, each
Option shall contain such terms and conditions as may be determined
by the board of directors of the Company from time to time,
including terms as to the time and manner of exercise and the date
of expiry. Such terms may vary between Options so
granted, provided that no Option shall extend for a period of more
than ten years from the date upon which it is granted, other than
as provided herein, and each Option shall provide that the purchase
price for all Shares taken upon the exercise thereof shall be paid
in full at the time of such exercise. Without limiting
the foregoing an Option in substantially the form attached hereto
as Schedule A is approved for purposes of this Plan upon
adoption of this Plan by the board of directors of the
Company. Shares not taken up and paid for under any
Option prior to the expiry or earlier termination thereof may be
re-allocated and again optioned under the Plan.
In respect of Options that would otherwise
expire unexercised during a period of blackout in which Optionees
are forbidden by the policies of the Company to exercise Options
("Blacked-Out Options"), the Board may by resolution extend, for a
period of ten business days following the end of the blackout, the
period of time during which Blacked-Out Options may be exercised
(the "Extension Period"). If one or more subsequent
periods of blackout are imposed during an Extension Period, the
number of days remaining in the Extension Period shall be added to
the term of the Blacked-Out Options following the end of the
subsequent blackout period or periods. For purposes of
clarity, only one Extension Period may be added to the term of an
Option.
If an Employee is granted a leave of absence by
the Company or one of its Subsidiaries, as the case may be, such
absence shall not of itself constitute a termination of employment
unless and until the Company or such Subsidiary, as the case may
be, shall decla
