1997 Non-employee Directors' Stock Option PlanStock Option Agreement |
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Exhibit 10.6
Ore Pharmaceuticals Inc.
1997 Non-employee Directors’ Stock Option Plan
Adopted on September 29, 1997 Approved by Stockholders on November 11, 1997 Corrected by the Board of Directors September 9, 1998 Amended by the Board of Directors March 19, 1999 Amendment Approved by Stockholders June 8, 1999 Amended by the Board of Directors March 21, 2002 Amendment Approved by Stockholders June 6, 2002 Amended by the Board of Directors April 21, 2005 Amendment Approved by Stockholders June 2, 2005 Amended by the Board of Directors June 2, 2005 Amended by the Board of Directors June 9, 2009
1. Purpose .
(a) The purpose of the 1997 Non-Employee Directors’ Stock Option Plan (the “Plan”) is to provide a means by which each director of Ore Pharmaceuticals Inc. (the “Company”) who is not otherwise at the time of grant an employee of the Company or of any Affiliate of the Company (each such person being hereafter referred to as a “Non-Employee Director”) will be given an opportunity to purchase stock of the Company.
(b) The word “Affiliate” as used in the Plan means any parent corporation or subsidiary corporation of the Company as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).
(c) The Company, by means of the Plan, seeks to retain the services of persons now serving as Non-Employee Directors of the Company, to secure and retain the services of persons capable of serving in such capacity, and to provide incentives for such persons to exert maximum efforts for the success of the Company.
2. Administration.
(a) The Plan shall be administered by the Board of Directors of the Company (the “Board”) unless and until the Board delegates administration to a committee, as provided in subparagraph 2(b).
(b) The Board may delegate administration of the Plan to a committee composed of two (2) or more members of the Board (the “Committee”). If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan.
3. Shares Subject To The Plan.
(a) Subject to the provisions of paragraph 10 relating to adjustments upon changes in stock, the stock that may be sold pursuant to options granted under the Plan shall not exceed in the aggregate One Hundred Eighty Thousand (180,000) shares of the Company’s common stock. If any option granted under the Plan shall for any reason expire or otherwise terminate without having been exercised in full, the stock not purchased under such option shall again become available for the Plan.
(b) The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise.
4. Eligibility.
Options shall be granted only to Non-Employee Directors of the Company.
5. Non-Discretionary Grants.
(a) Each person who is first elected or appointed to the Board as a Non-Employee Director after the Adoption Date shall automatically be granted, on the date of such initial election or appointment, an option to purchase six thousand (6,000) shares of common stock of the Company on the terms and conditions set forth herein (hereinafter, an “Initial Grant”). Effective as of the date of initial election or appointment of a Non-Employee Director as the Chairman of the Board ("Non-Employee COB"), the Non-Employee COB shall automatically be granted, on the date of such election or appointment, an option to purchase ten thousand (10,000) shares of the common stock of the Company less , in the discretion of the Board, any unvested shares under any previous stock option received effective upon election or appointment as a Non-Employee Director under the preceding sentence, plus in the case of the first Non-Employee COB of the Company an additional two thousand (2,000) shares of Company common stock in recognition of transitional duties and obligations to be assumed (an "Initial COB Grant"). A person who is simultaneously elected or appointed to the Board as a Non-Employee Director and as Chairman of the Board shall receive only the Initial COB Grant and not the Initial Grant.
(b) Immediately following each annual meeting of stockholders, each person who is then a Non-Employee Director and who has continuously served as a Non-Employee Director for the six (6)-month period prior to the date of the such annual meeting of stockholders, shall automatically be granted, an option to purchase three thousand (3,000) shares of common stock of the Company on the terms and conditions set forth herein (hereinafter, an “Annual Grant”). In the case of a Non-Employee COB, instead of the Annual Grant provided in the preceding sentence, immediately following each annual meeting of stockholders the Non-Employee COB shall automatically be granted (regardless of whether the Non-Employee COB has served as a Non-Employee Director for the six (6) month period prior to the date of such annual meeting of stockholders) an option to purchase four thousand (4,000) shares of common stock of the Company which shall be subject to the same terms and conditions set forth herein as the Annual Grant provided in the preceding sentence.
6. Option Provisions .
Each option shall be subject to the following terms and conditions:
(a) The term of each option commences on the date it is granted and, unless sooner terminated as set forth herein, expires on the date (“Expiration Date”) ten (10) years from the date of grant. If the optionee’s service as a Non-Employee Director or employee of or consultant to the Company or any Affiliate terminates for any reason or for no reason, the option shall terminate on the earlier of the Expiration Date or the date twelve (12) months following the date of termination of all such service; provided, however, that if such termination of service is due to the optionee’s death, the option shall terminate on the earlier of the Expiration Date or eighteen (18) months following the date of the optionee’s death. In any and all circumstances, an option may be exercised following termination of the optionee’s service as a Non-Employee Director or employee of or consultant to the Company or any Affiliate only as to that number of shares as to which it was exercisable as of the date of termination of all such service under the provisions of subparagraph 6(e). In no event will the options granted to a Non-Employee COB under section 5 terminate if service as a Non-Employee COB ceases, but service as a Non-Employee Director or employee of or consultant to the Company or an Affiliate continues.
(b) The exercise price of each option shall be equal to one hundred percent (100%) of the Fair Market Value of the stock (as such term is defined in subsection 9(e) of this Plan) subject to such option on the date such option is granted.
(c) The optionee may elect to make payment of the exercise price under one of the following alternatives:
(i) In cash (or check) at the time of exercise;
(ii) Provided that at the time of the exercise the Company’s common stock is publicly traded and quoted regularly in The Wall Street Journal , payment by delivery of shares of common stock of the Company already owned by the optionee, held for the period required to avoid a charge to the Company’s reported earnings, and owned free and clear of any liens, claims, encumbrances or security interest, which common stock shall be valued at its Fair Market Value on the date immediately preceding the date of exercise;
(iii) Pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board which results in the receipt of cash (or check) by the Company either prior to the issuance of shares of the Company’s common stock or pursuant to the terms of irrevocable instructions issued by the optionee prior to the issuance of shares of the Company’s common stock; or
(iv) Payment by a combination of the methods of payment specified in subparagraph 6(c)(i) through 6(c)(iii) above.
(d) An option shall be transferable only to the extent specifically provided in the option agreement; provided, however, that if the option agreement does not specifically provide for the transferability of an option, then the option shall not be transferable except by will or by the laws of descent and distribution, or pursuant to a qualified domestic relations o |
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