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Exhibit 10.2
AS AMENDED AND APPROVED ON NOVEMBER 2, 2006
ALKERMES, INC.
1999 STOCK OPTION PLAN
ARTICLE I
PURPOSE
The purpose of the 1999 Stock Option Plan (the "Plan") is to enable
Alkermes,
Inc. (the "Company") to offer to certain officers, employees,
directors and
consultants of the Company or any of its Subsidiaries options to
acquire equity
interests in the Company, thereby helping to attract, retain and
reward such
persons, and strengthen the mutuality of interests between such
persons and the
Company's shareholders.
ARTICLE II
DEFINITIONS
For purposes of the Plan, the following terms shall have the
following meanings:
2.1
"ADMINISTRATOR" shall mean the Board or, if the Board has delegated
its
responsibility to administer the Plan pursuant to Section 3.1, the
committee
and/or subcommittee of the Board to which such responsibility has
been
delegated.
2.2
"BOARD" shall mean the Board of Directors of the Company.
2.3
"CHANGE OF CONTROL" shall mean
(a) The acquisition, directly or indirectly, other than from
the
Company, by any person, entity or "group" (within the meaning of
Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the
"Exchange Act"), excluding, for this purpose, the Company, it
subsidiaries, and
any employee benefit plan of the Company or its subsidiaries which
acquires
beneficial ownership of voting securities of the Company) (a "Third
Party") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the
Exchange Act) of more than 50% of the combined voting power of the
Company's
then outstanding voting securities entitled to vote generally in
the election of
directors; or
(b) Individuals who, as of December 14, 2000, constitute the
Board
(the "Incumbent Directors") cease for any reason to constitute at
least a
majority of the Board, provided that any person becoming a director
subsequent
to such date whose election, or nomination for election by the
Company's
shareholders, was approved by a vote of at least a majority of the
Incumbent
Directors who are directors at the time of such vote shall be, for
purposes of
this Agreement, an Incumbent Director; or
(c) Consummation of (i) a reorganization, merger or consolidation,
or
(ii) a liquidation or dissolution of the Company or the sale of all
or
substantially all of the assets of the Company (whether such assets
are held
directly or indirectly) to a Third Party;
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(d) except that any event or transaction which would be a "Change
of
Control" under (a) or (c)(i) of this definition shall not be a
"Change of
Control" if persons who were the shareholders of the Company
immediately prior
to such event or transaction (other than the acquiror in the case
of a
reorganization, merger or consolidation), immediately thereafter,
beneficially
own more than 50% of the combined voting power of the Company's or
the
reorganized, merged or consolidated company's then outstanding
voting securities
entitled to vote generally in the election of directors.
2.4
"CODE" shall mean the Internal Revenue Code of 1986, as
amended.
2.5
"COMMON STOCK" shall mean the Common Stock, par value $.01 per
share,
of the Company.
2.6
"DISABILITY" shall mean a disability that results in a
Participant's
Termination of Employment, as determined pursuant to standard
Company
procedures.
2.7
"EFFECTIVE DATE" shall mean the date on which the Plan is adopted
by
the Board.
2.8
"FAIR MARKET VALUE" for purposes of the Plan, unless otherwise
required
by any applicable provision of the Code or any regulations issued
thereunder,
shall mean, as of any date, the average of the high and low sales
prices of a
share of Common Stock as reported on the principal national
securities exchange
on which the Common Stock is listed or admitted to trading, or, if
not listed or
traded on any such exchange, on the Nasdaq Stock Market ("Nasdaq"),
or, if such
sales prices are not available, the average of the bid and asked
prices per
share reported on Nasdaq, or, if such quotations are not available,
the fair
market value as determined by the Board, which determination shall
be
conclusive.
2.9
"INCENTIVE STOCK OPTION" shall mean any Stock Option that is
intended
to be and is designated as an "incentive stock option" within the
meaning of
Section 422 of the Code.
2.10
"NON-QUALIFIED STOCK OPTION" shall mean any Stock Option that is
not
an Incentive Stock Option.
2.11
"PARTICIPANT" shall mean an officer, employee, director or
consultant
of the Company or a Subsidiary to whom an Option has been granted
under the
Plan.
2.12
"STOCK OPTION" or "OPTION" shall mean any option to purchase shares
of
Common Stock granted pursuant to Article VI of the Plan.
2.13 "SUBSIDIARY"
shall mean any corporation, limited partnership, limited
liability company or any other entity of which the Company owns
more than 50% of
the voting stock or equity or a controlling interest.
2.14
"TERMINATION OF EMPLOYMENT" shall mean, as appropriate, (a) the
termination of a Participant's employment with the Company and its
subsidiaries
for reasons other than a military or personal leave of absence
granted by the
Company, (b) termination of a Participant's consulting relationship
with the
Company or (c) termination of a Participant's service as a member
of the Board.
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ARTICLE III
ADMINISTRATION
3.1
THE ADMINISTRATOR. The Plan shall be administered and interpreted
by
the Board; provided, however, that the Board may delegate this
responsibility to
a committee, which may in turn delegate this responsibility to a
subcommittee
thereof, each such committee and subcommittee to be comprised of
two or more
members of the Board; and provided further, however, that
notwithstanding the
foregoing, the Board may also delegate to a committee, which may in
turn
delegate to a subcommittee thereof, each such committee and
subcommittee to be
comprised of one or more members of the Board, the authority to
grant from time
to time individual Options to purchase not more than 25,000 shares
of Common
Stock to any person eligible under Article V (who is not subject to
the
reporting requirements of Section 16(a) of the Securities Exchange
Act of 1934,
as amended).
3.2
AWARDS. The Administrator shall have full authority to grant,
pursuant
to the terms of the Plan, Stock Options to persons eligible under
Article V. In
particular, the Administrator shall have the authority:
(a) to select the officers, employees, directors and consultants
to
whom Stock Options may from time to time be granted;
(b) to determine whether and to what extent Stock Options are to
be
granted to one or more officers, employees, directors and
consultants eligible
to receive Options under Article V;
(c) to determine the number of shares of Common Stock to be covered
by
each Option granted pursuant to Article VI; and
(d) to determine the terms and conditions, not inconsistent with
the
terms of the Plan, of any Option granted under Article VI
(including, but not
limited to, the option price, the option term, installment exercise
or waiting
period provisions and provisions relating to the waiver or
acceleration
thereof).
3.3
GUIDELINES. Subject to Article VII hereof, the Administrator shall
have
the authority to adopt, alter and repeal such administrative rules,
guidelines
and practices governing the Plan as it shall, from time to time,
deem advisable;
to interpret the terms and provisions of the Plan and any Option
granted under
the Plan (and any agreements relating thereto); and to otherwise
supervise the
administration of the Plan. The Administrator may correct any
defect, supply any
omission or reconcile any inconsistency in the Plan or in any
Option in the
manner and to the extent it shall deem necessary to carry out the
purposes of
the Plan. Notwithstanding the foregoing, no action of the
Administrator under
this Section 3.3 shall impair the rights of any Participant without
the
Participant's consent, unless otherwise required by law.
3.4
DECISIONS FINAL. Any decision, interpretation or other action made
or
taken in good faith by the Administrator arising out of or in
connection with
the Plan shall be final, binding and conclusive on the Company,
all
Participants, officers, employees, directors and consultants, and
their
respective heirs, executors, administrators, successors and
assigns.
ARTICLE IV
SHARE LIMITATION
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4.1
SHARES. The maximum aggregate number of shares of Common Stock that
may
be issued under the Plan is Twenty Million, Nine Hundred Thousand
(20,900,000)
(subject to increase or decrease pursuant to Section 4.2), which
may be either
authorized and unissued shares of Common Stock or authorized and
issued shares
of Common Stock reacquired by the Company. If any Option granted
under the Plan
shall expire, terminate or be cancelled for any reason without
having been
exercised in full, the number of shares of Common Stock not
purchased under such
Option shall again be available for the purposes of the Plan.
4.2
CHANGES. In the event of a stock dividend, cash dividend declared
and
paid other than in the ordinary course, stock split,
recapitalization,
reorganization, merger, consolidation, split-up, spin-off,
combination, exchange
of shares or other transaction affecting the Common Stock, the
Administrator
shall make equitable or proportionate adjustments in (i) the
maximum aggregate
shares of Common Stock that may be issued under the Plan, (ii) the
maximum
number of shares with respect to which Options may be granted to
any individual
during any year, (iii) the number of shares of Common Stock subject
to
outstanding Awards, and (iv) the exercise price of any outstanding
Options;
provided, however, that no such adjustment shall be required if
the
Administrator determines that such action could cause an Award to
fail to
satisfy the conditions of any applicable exception from the
requirements of
Section 409A of the Code or disqualify any Award intended to be an
Incentive
Stock Option. All adjustments made by the Administrator shall be
final, binding
and conclusive. No fractional share of Common Stock shall be issued
from the
Plan resulting from any such adjustment, but the Administrator in
its discretion
may make a cash payment in lieu of fractional shares.
4.3
PER-PARTICIPANT LIMIT. Subject to adjustment under Section 4.2,
no
Participant may be granted Options during any one fiscal year to
purchase more
than 4,000,000 shares of Common Stock.
ARTICLE V
ELIGIBILITY
5.1
EMPLOYEES. Officers and other employees of the Company or any of
its
Subsidiaries are eligible to be granted both Incentive Stock
Options and
Non-Qualified Stock Options under the Plan.
5.2
DIRECTORS AND CONSULTANTS. Directors and consultants of the Company
or
any of its Subsidiaries are eligible to be granted Non-Qualified
Stock Options,
but may not receive Incentive Stock Options unless they are
employees of the
Company or a Subsidiary corporation within the meaning of Section
424 of the
Code.
ARTICLE VI
GRANT OF STOCK OPTIONS
6.1
GRANTS. The Administrator shall have the authority to grant to
any
person, to the extent eligible under Article V, one or more
Incentive Stock
Options, Non-Qualified Stock Options, or both types of Stock
Options. To the
extent that any Stock Option does not qualify as an Incentive Stock
Option
(whether because of its provisions or the time or manner of its
exercise or
otherwise), such Stock Option or the portion thereof which does not
qualify as
an Incentive Stock Option shall constitute a separate Non-Qualified
Stock
Option.
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6.2
INCENTIVE STOCK OPTIONS. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock
Options shall
be interpreted, amended or altered, nor shall any discretion or
authority
granted under the Plan be exercised, so as to disqualify the Plan
under Section
422 of the Code, or, without the consent of the Participants
affected, to
disqualify any Incentive Stock Option under such Section 422 of the
Code.
6.3
TERMS OF OPTIONS. Options granted under the Plan shall be subject
to
the following terms and conditions and shall contain such
additional terms and
conditions, not inconsistent with the terms of the Plan, as the
Administrator
shall deem desirable:
(a) STOCK OPTION CERTIFICATE. Each Stock Option shall be evidenced
by,
and subject to the terms of, a Stock Option Certificate executed by
the Company.
The Stock Option Certificate shall specify whether the Option is an
Incentive
Stock Option or a Non-Qualified Stock Option,
