EXHIBIT 99.1
PARALLELE BIOSCIENCE,
INC.
2001 STOCK OPTION
PLAN
(As amended July 7,
2003)
1. Purposes of the
Plan . The purposes of this Stock Option Plan are to attract
and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to
Employees, Directors and Consultants and to promote the success of
the Company’s business. Options granted under the Plan may be
Incentive Stock Options or Nonstatutory Stock Options, as
determined by the Administrator at the time of grant.
2. Definitions . As
used herein, the following definitions shall apply:
A. “
Administrator ” means the Board or any of its
Committees as shall be administering the Plan in accordance with
Section 4 hereof
B. “
Applicable Laws ” means the requirements relating to
the administration of stock option plans under U.S. state corporate
laws, U.S. federal and state securities laws, the Code, any stock
exchange or quotation system on which the Common Stock is listed or
quoted and the applicable laws of any other country or jurisdiction
where Options are granted under the Plan.
C. “
Board ” means the Board of Directors of the
Company.
D. “
Change in Control ” means the occurrence of any of the
following events:
(1) Any
“person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) becomes the “beneficial
owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing
fifty percent (50%) or more of the total voting power represented
by the Company’s then outstanding voting securities;
or
(2) The
consummation of the sale or disposition by the Company of all or
substantially all of the Company’s assets; or
(3) The
consummation of a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities
of the surviving entity or its parent) at least fifty percent (50%)
of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding
immediately after such merger or consolidation.
E. “
Code ” means the Internal Revenue Code of 1986, as
amended.
F. “
Committee ” means a committee of Directors appointed
by the Board in accordance with Section 4 hereof.
G. “
Common Stock ” means the Common Stock of the
Company.
H. “
Company ” means Parallele Genomic, Inc., a California
corporation.
I. “
Consultant ” means any natural person who is engaged
by the Company or any Parent or Subsidiary to render consulting or
advisory services to such entity and who satisfies the requirements
of subsection (c)(1) of Rule 701 under the Securities Act of 1933,
as amended.
J. “
Director ” means a member of the Board.
K. “
Disability ” means total and permanent disability as
defined in Section 22(e)(3) of the Code.
L. “
Employee ” means any person, including officers and
Directors, employed by the Company or any Parent or Subsidiary of
the Company. A Service Provider shall not cease to be an Employee
in the case of (i) any leave of absence approved by the Company or
(ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor. For purposes
of Incentive Stock Options, no such leave may exceed ninety (90)
days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract. If reemployment upon expiration
of a leave of absence approved by the Company is not so guaranteed,
then three (3) months following the 91st day of such leave, any
Incentive Stock Option held by the Optionee shall cease to be
treated as an Incentive Stock Option and shall be treated for tax
purposes as a Nonstatutory Stock Option. Neither service as a
Director nor payment of a director’s fee by the Company shall
be sufficient to constitute “employment” by the
Company.
M. “
Exchange Act ” means the Securities Exchange Act of
1934, as amended.
N. “ Fair
Market Value ” means, as of any date, the value of Common
Stock determined as follows:
(1)
If the Common Stock is listed on any established stock exchange or
a national market system, including without limitation the Nasdaq
National Market or The Nasdaq Small Cap Market of The Nasdaq
Stock
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Market, its
Fair Market Value shall be the closing sales price for such stock
(or the closing bid, if no sales were reported) as quoted on such
exchange or system on the day of determination, as reported in The
Wall Street Journal or such other source as the Administrator deems
reliable;
(2) If the Common Stock is regularly
quoted by a recognized securities dealer but selling prices are not
reported, its Fair Market Value shall be the mean between the high
bid and low asked prices for the Common Stock on the day of
determination; or
(3)
In the absence of an established market for the Common Stock, the
Fair Market Value thereof shall be determined in good faith by the
Administrator.
O. “
Incentive Stock Option ” means an Option intended to
qualify as an incentive stock option within the meaning of Section
422 of the Code.
P. “
Nonstatutory Stock Option ” means an Option not
intended to qualify as an Incentive Stock Option.
Q. “
Option ” means a stock option granted pursuant to the
Plan.
R. “
Option Agreement ” means a written or electronic
agreement between the Company and an Optionee evidencing the terms
and conditions of an individual Option grant. The Option Agreement
is subject to the terms and conditions of the Plan.
S. “
Optioned Stock ” means the Common Stock subject to an
Option.
T. “
Optionee ” means the holder of an outstanding Option
granted under the Plan.
U. “
Parent ” means a “parent corporation,”
whether now or hereafter existing, as defined in Section 424(e) of
the Code.
V. “
Plan ” means this 2001 Stock Option Plan.
W. “
Service Provider ” means an Employee, Director or
Consultant.
X. “
Share ” means a share of the Common Stock, as adjusted
in accordance with Section 12 below.
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Y. “
Subsidiary ” means a “subsidiary
corporation,” whether now or hereafter existing, as defined
in Section 424(f) of the Code.
3. Stock Subject to the
Plan . Subject to the provisions of Section 12 of the Plan, the
maximum aggregate number of Shares that may be subject to option
and sold under the Plan is 2,813,333 Shares. The Shares may be
authorized but unissued, or reacquired Common Stock.
If an Option expires or
becomes unexercisable without having been exercised in full, the
unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan
has terminated). However, Shares that have actually been issued
under the Plan, upon exercise of an Option, shall not be returned
to the Plan and shall not become available for future distribution
under the Plan, except that if Shares of restricted stock issued
pursuant to an Option are repurchased by the Company at their
original purchase price, such Shares shall become available for
future grant under the Plan.
4. Administration of the
Plan .
A.
Administrator . The Plan shall be administered by the Board
or a Committee appointed by the Board, which Committee shall be
constituted to comply with Applicable Laws.
B. Powers of
the Administrator . Subject to the provisions of the Plan and,
in the case of a Committee, the specific duties delegated by the
Board to such Committee, and subject to the approval of any
relevant authorities, the Administrator shall have the authority in
its discretion:
(1) to determine
the Fair Market Value;
(2) to select the
Service Providers to whom Options may from time to time be granted
hereunder;
(3) to determine
the number of Shares to be covered by each such Option granted
hereunder;
(4) to approve
forms of agreement for use under the Plan;
(5) to determine
the terms and conditions of any Option granted hereunder. Such
terms and conditions include, but are not limited to, the exercise
price, the time or times when Options may be exercised (which may
be based on performance criteria), any vesting acceleration or
waiver of forfeiture restrictions, and any restriction or
limitation regarding any Option or the Common
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Stock relating
thereto, based in each case on such factors as the Administrator,
in its sole discretion, shall determine;
(6) to prescribe,
amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established
for the purpose of satisfying applicable foreign laws;
(7) to allow
Optionees to satisfy withholding tax obligations by electing to
have the Company withhold from the Shares to be issued upon
exercise of an Option that number of Shares having a Fair Market
Value equal to the minimum amount required to be withheld. The Fair
Market Value of the Shares to be withheld shall be determined on
the date that the amount of tax to be withheld is to be determined.
All elections by Optionees to have Shares withheld for this purpose
shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable; and
(8) to construe
and interpret the terms of the Plan and Options granted pursuant to
the Plan.
C. Effect of
Administrator’s Decision . All decisions, determinations
and interpretations of the Administrator shall be final and binding
on all Optionees.
5. Eligibility .
Nonstatutory Stock Options may be granted to Service Providers.
Incentive Stock Options may be granted only to
Employees.
6. Limitations
.
A. Incentive
Stock Option Limit . Each Option shall be designated in the
Option Agreement as either an Incentive Stock Option or a
Nonstatutory Stock Option. However, notwithstanding such
designation, to the extent that the aggregate Fair Market Value of
the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar
year (under all plans of the Company and any Parent or Subsidiary)
exceeds $100,000, such Options shall be treated as Nonstatutory
Stock Options. For purposes of this Section 6(a), Incentive Stock
Options shall be taken into account in the order in which they were
granted. The Fair Market Value of the Shares shall be determined as
of the time the Option with respect to such Shares is
granted.
B. At-Will
Employment . Neither the Plan nor any Option shall confer upon
any Optionee any right: with respect to continuing the
Optionee’s relationship as a Service Provider with the
Company, nor shall it interfere in any way with his or her right or
the Company’s right to terminate such relationship at any
time, with or without cause, and with or without notice.
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7. Term of Plan .
Subject to shareholder approval in accordance with Section 18, the
Plan shall become effective upon its adoption by the Board. Unless
sooner terminated under Section 14, it shall continue in effect for
a term of ten (10) years from the later of (i) the effective date
of the Plan, or (ii) the date of the most recent Board approval of
an increase in the number of shares reserved for issuance under the
Plan.
8. Term of Option .
The term of each Option shall be stated in the Option Agreement;
provided, however, that the term shall be no more than ten (10)
years from the date of grant thereof In the case of an Incentive
Stock Option granted to an Optionee who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent
or Subsidiary, the term of the Option shall be five (5) years from
the date of grant or such shorter term as may be provided in the
Option Agreement.
9. Option Exercise Price
and Consideration .
A. Exercise
Price . The per share exercise price for the Shares to be
issued upon exercise of an Option shall be such price as is
determined by the Administrator, but shall be subject to the
following:
(1) In the case of
an Incentive Stock Option
(a) granted to an
Employee who, at the time of grant of such Option, owns stock
representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or
