For purposes of administration of the Plan, the
following terms shall have the meanings indicated:
Board means the Board of Directors
of the Corporation.
Code means the Internal Revenue
Code of 1986, as amended.
Common Stock means shares of the
Corporation's common stock.
Corporate Affiliate means any
parent or subsidiary corporation of the Corporation (as determined
in accordance with Code Section 424), including any parent or
subsidiary corporation which becomes such after the Effective
Time.
Corporation means Pharmacyclics,
Inc., a Delaware corporation, and any corporate successor to all or
substantially all of the assets or voting stock of Pharmacyclics,
Inc. which shall by appropriate action adopt the Plan.
Effective Time means the time at
which the Underwriting Agreement for the initial public offering of
the Common Stock is executed and finally priced. The initial
offering period under the Plan shall start at the time of such
execution and pricing of the Underwriting Agreement. Any Corporate
Affiliate which becomes a Participating Corporation in the Plan
after such Effective Time shall designate a subsequent Effective
Time with respect to its employee-Participants.
Eligible Earnings means the (i)
regular base salary paid to a Participant by one or more
Participating Companies during such individual's period of
participation in the Plan, plus (ii) any pre-tax contributions made
by the Participant to any Code Section 401(k) salary deferral plan
or any Code Section 125 cafeteria benefit program now or hereafter
established by the Corporation or any Corporate Affiliate, plus
(iii) all of the following amounts to the extent paid in cash:
overtime payments, bonuses, commissions, profit-sharing
distributions and other incentive-type payments. However, Eligible
Earnings shall not include any contributions (other than Code
Section 401(k) or Code Section 125 contributions) made on the
Participant's behalf by the Corporation or any Corporate Affiliate
to any deferred compensation plan or welfare benefit program now or
hereafter established.
Eligible Employee means any person
who is on a regular basis expected to work more than twenty (20)
hours per week for more than five (5) months per calendar year for
the Corporation or any other Participating Corporation as an
employee for earnings considered wages under Section 3121(a) of the
Code.
Entry Date means the date an
Eligible Employee first joins the offering period in effect under
the Plan. The earliest Entry Date under the Plan shall be the
Effective Time.
Fair Market Value means, for the
Effective Time at which the initial offering period under the Plan
begins, the price per share at which the Common Stock is to be sold
in the initial public offering of the Common Stock pursuant to the
Underwriting Agreement. For any subsequent date under the Plan on
which the Common Stock is registered under Section 12(g) of the
1934 Act and traded on the open market, Fair Market Value means the
closing selling price per share of the Common Stock on such date,
as officially quoted on the principal securities exchange on which
the Common Stock is at the time traded or, if not traded on any
securities exchange, the closing selling price per share of the
Common Stock on such date, as reported on the Nasdaq National
Market. If there are no sales of the Common Stock on such day, then
the closing selling price per share on the next preceding day for
which such closing selling price is quoted shall be determinative
of Fair Market Value.
1933 Act means the Securities Act
of 1933, as amended.
1934 Act means the Securities
Exchange Act of 1934, as amended.
Participant means any Eligible
Employee of a Participating Corporation who is actively
participating in the Plan.
Participating Corporation means
the Corporation and such Corporate Affiliate or Affiliates as may
be authorized from time to time by the Board to extend the benefits
of the Plan to their Eligible Employees. The Participating
Corporations in the Plan, as of the Effective Time, are listed in
attached Schedule A.
Plan Administrator shall have the
meaning given such term in Article III.
Restatement Date means the first
business day of November 2009, which is the first day of the
offering period commencing after the amendment and restatement of
the Plan on October 9, 2008.
Semi-Annual Entry Date means the
first business day of May and November each calendar year within an
offering period in effect under the Plan. The earliest Semi-Annual
Entry Date under the Plan shall be the Effective Time.
Semi-Annual Period of
Participation means each semi-annual period for which the
Participant actually participates in an offering period in effect
under the Plan. There shall be a maximum of four (4) semi-annual
periods of participation within each offering period. The first
such semi-annual period (which may actually be more or less than
six (6) months for the initial offering period) shall extend from
the Effective Time through the last business day in April 1996.
Subsequent semi-annual periods shall be measured from the first
business day of November to the last business day of April and from
the first business day of May to the last business day of
October.
Semi-Annual Purchase Date means
the last business day of April and October each calendar year on
which shares of Common Stock are automatically purchased for
Participants under the Plan. The initial Semi-Annual Purchase Date
shall be April 30, 1996.
A. Shares of Common Stock shall be offered for
purchase under the Plan through a series of successive offering
periods until such time as (i) the maximum number of shares of
Common Stock available for issuance under the Plan shall have been
purchased or (ii) the Plan shall have been sooner terminated in
accordance with Subsection A of Article IX or Subsection B of
Article X.
B. Each offering period shall have a maximum
duration of twenty-four (24) months, except that the first offering
period may have a duration of twenty-seven (27) months. The
duration of each offering period shall be designated by the Plan
Administrator prior to the start date. However, the initial
offering period shall run from the Effective Time to the last
business day of October 1997. The next offering period shall
commence on the first business day of November 1997, and subsequent
offering periods shall commence as designated by the Plan
Administrator. On and after the Restatement Date, if the Fair
Market Value of a share of Common Stock on any Semi-Annual Purchase
Date (except the final scheduled Semi-Annual Purchase Date of the
offering period) is lower than the Fair Market Value of a share of
Common Stock on the first day of the offering period in which the
Semi-Annual Purchase Date occurs, then the offering period in
progress shall end immediately following the close of trading on
such Semi-Annual Purchase Date, and a new offering period shall
begin on the next subsequent business day of May or November, as
applicable, and shall extend for a twenty-four (24) month period
ending on the last business day of April or October, as applicable;
and, subsequent offering periods shall commence on the first
business day of May or November, as applicable, immediately
following the end of the previous offering period and shall extend
for a twenty-four (24) month period ending on the last business day
of April or October, as applicable.
C. The Participant shall be granted a separate
purchase right for each offering period in which he or she
participates. The purchase right shall be granted on the Entry Date
on which such individual first joins the offering period in effect
under the Plan and shall be automatically exercised in successive
semi-annual installments on the last business day of April and
October of each year. Accordingly, each purchase right may be
exercised up to two (2) times each year it remains outstanding.
D. No purchase rights granted under the Plan
shall be exercised, and no shares of Common Stock shall be issued
hereunder, until such time as (i) the Plan shall have been approved
by the stockholders of the Corporation and (ii) the Corporation
shall have complied with all applicable requirements of the 1933
Act (including the registration of the shares of Common Stock
issuable under the Plan on a Form S-8 registration statement filed
with the Securities and Exchange Commission), all applicable
listing requirements of any securities exchange on which the Common
Stock is listed for trading and all other applicable requirements
established by law or regulation.
E. The Participant's acquisition of Common Stock
under the Plan on any Semi-Annual Purchase Date shall neither limit
nor require the Participant's acquisition of Common Stock on any
subsequent Semi-Annual Purchase Date, whether within the same or a
different offering period.
A. Each Eligible Employee of a Participating
Corporation shall be eligible to participate in the Plan in
accordance with the following provisions:
- An individual who is an Eligible Employee on
the start date of the initial offering period under the Plan shall
be eligible to commence participation in that offering period on
such start date or on any subsequent Semi-Annual Entry Date within
that offering period on which he/she remains an Eligible Employee.
The date on which such individual first joins the offering period
shall be deemed to be such individual's Entry Date for the offering
period, and on that date such individual shall be granted his/her
purchase right for the initial offering period.
- An individual who is an Eligible Employee on
the start date of any subsequent offering period shall be eligible
to commence participation in that offering period on such start
date or on any subsequent Semi-Annual Entry Date within that
offering period on which he/she remains an Eligible Employee. The
date on which such individual first joins the offering period shall
become such individual's Entry Date for the offering period, and on
that date such individual shall be granted his/her purchase right
for the offering period.
- An individual who first becomes an Eligible
Employee after the start date of any offering period under the Plan
may enter that offering period on the first Semi-Annual Entry Date
within such offering period on which he/she is an Eligible Employee
or on any subsequent Semi-Annual Entry Date within such offering
period on which he/she remains an Eligible Employee. Such
Semi-Annual Entry Date shall become such individual's Entry Date
for the offering period, and on that date such individual shall be
granted his/her purchase right for the offering period.
B. In order to participate in the Plan for a
particular offering period, the Eligible Employee must complete the
enrollment forms prescribed by the Plan Administrator (including a
purchase agreement and a payroll deduction authorization) and file
such forms with the Plan Administrator (or its designate) on or
before his/her scheduled Entry Date. However, for each Participant
whose Entry Date is deemed to be the start date of the initial
offering period, the requisite enrollment forms must be filed
within ten (10) business days following such start date; otherwise,
the Entry Date for that Participant shall be the first Semi-Annual
Entry Date following the filing of such enrollment forms.
C. The payroll deduction authorized by the
Participant for purposes of acquiring shares of Common Stock under
the Plan may be any multiple of one percent (1%) of the Eligible
Earnings paid to the Participant during each Semi-Annual Period of
Participation within the offering period, up to a maximum of ten
percent (10%); provided, however, that on and after the Restatement
Date, the payroll deduction authorized by the Participant for
purposes of acquiring shares of Common Stock under the Plan may be
any multiple of one percent (1%) of the Eligible Earnings paid to
the Participant during each Semi-Annual Period of Participation
within the offering period, up to a maximum of twenty percent
(20%). The deduction rate so authorized shall continue in effect
for the remainder of the offering period, except to the extent such
rate is changed in accordance with the following guidelines:
- The Participant may, at any time during a
Semi-Annual Period of Participation, reduce his/her rate of payroll
deduction to become effective as soon as possible a
