Exhibit 10.323
PHARMACOPEIA, INC.
2000 STOCK OPTION
PLAN
1. PURPOSE OF THE PLAN
The purpose of the Plan is to
promote the long term financial success of Pharmacopeia, Inc., its
Subsidiaries and Affiliates, and to materially increase shareholder
value by: (i) providing performance related incentives that
motivate superior performance on the part of the Company’s
Employees and Consultants, (ii) providing the Company’s
Employees and Consultants with the opportunity to acquire an
ownership interest in the Company, and to thereby acquire a greater
stake in the Company and a closer identity with it; and
(iii) enabling the Company to attract and retain the services
of Employees and Consultants of outstanding ability and upon whose
judgment, interest and special effort the successful conduct of the
Company’s operations is largely dependent.
2. DEFINITIONS
2.1. “Act” means the
Securities Exchange Act of 1934, as amended.
2.2. “Affiliate” means
any entity other than the Subsidiaries in which the Company has a
substantial direct or indirect equity interest, as determined by
the Board.
2.3. “Award” means an
award of Options, SARs, or Restricted Stock or any combination
thereof.
2.4. “Award Share” means
any share of Common Stock issued upon the exercise of an Option or
SAR, or issued pursuant to an Award of Restricted Stock.
2.5. “Board” means the
Board of Directors of the Company.
2.6. “Change of Control”
shall mean, following the effective date of this Plan, the
occurrence of any of the following events:
2.6.1. the acquisition in one or
more transactions by any “Person” (as such term is used
for purposes of Section 13(d) or Section 14(d) of the
Act”) but excluding, for this purpose, the Company or its
Subsidiaries or any employee benefit plan of the Company or its
Subsidiaries, of “Beneficial Ownership” (within the
meaning of Rule 13d-3 under the Act) of fifty percent (50%) or
more of the combined voting power of the Company’s then
outstanding voting securities (the “Voting
Securities”);
2.6.2. the individuals who, as of
the effective date of the Plan, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute
at least a majority of the Board; provided, however, that if the
election, or nomination for election by the Company’s
shareholders, of any new director was approved by a vote of at
least a majority of the Incumbent Board, such new director shall be
considered as a member of the Incumbent Board, and provided further
that any reductions in the size of the Board that are instituted
voluntarily by the Incumbent Board shall not constitute a Change of
Control, and after any such reduction the “Incumbent
Board” shall mean the Board as so reduced;
2.6.3. a merger or consolidation
involving the Company if the shareholders of the Company,
immediately before such merger or consolidation, do not own,
directly or indirectly, immediately following such merger or
consolidation, more than fifty percent (50%) of the combined
voting power of the outstanding Voting Securities of the
corporation resulting from such merger or consolidation or a
complete liquidation or dissolution of the Company or a sale or
other disposition of all or substantially all of the assets of the
Company; or
2.6.4. acceptance by shareholders of
the Company of shares in a share exchange if the shareholders of
the Company, immediately before such share exchange, do not own,
directly or indirectly, immediately following such share exchange,
more than fifty percent (50%) of the combined voting power of
the outstanding Voting Securities of the corporation resulting from
such share exchange.
2.7. “Code” means the
Internal Revenue Code of 1986, as amended.
2.8. “Committee” means
the committee designated by the Board to administer the Plan under
Section 4.
2.9. “Common Stock”
means the common stock of the Company, or such other class or kind
of shares or other securities resulting from the application of
Section 9.
2.10. “Company” means
Pharmacopeia, Inc., a Delaware corporation, or any successor
corporation.
2.11. “Consultant” means
a key consultant or advisor to the Company or any of its
Subsidiaries or Affiliates who is not an Employee.
2.12. “Disability” means
a medically-determinable condition of a permanent nature which, as
determined by the Committee, renders a Participant incapable of
fulfilling the duties and responsibilities that the Participant was
performing for the Company, its Subsidiaries and Affiliates
immediately prior to the on-set of such condition.
2.13. “Employee” means
an employee of the Company, a Subsidiary or an
Affiliate.
2.14. “Fair Market
Value” means, on any given date:
2.14.1. if the Common Stock is
listed on an established stock exchange or exchanges, the closing
price of Common Stock on the principal exchange on which it is
traded on such date, or if no sale was made on such date on such
principal exchange, on the last preceding day on which the Common
Stock was traded;
2.14.2. if the Common Stock is not
then listed on an exchange, but is quoted on NASDAQ or a similar
quotation system, the closing price per share for the Common Stock
as quoted on NASDAQ or similar quotation system on such
date;
2.14.3. if the Common Stock is not
then listed on an exchange or quoted on NASDAQ or a similar
quotation system, the value, as determined in good faith by the
Committee.
2.15. “Misconduct” means
the commission of any act of fraud, embezzlement or dishonesty by
the Participant, any unauthorized use or disclosure by such person
of confidential information or trade secrets of the Company (or any
Subsidiary or Affiliate), or any other intentional misconduct by
such person adversely affecting the business or affairs of the
Company (or any Subsidiary or Affiliate) in a material manner. The
foregoing definition shall not be deemed to be inclusive of all the
acts or omissions which the Company (or any Subsidiary or
Affiliate) may consider as grounds for the dismissal or discharge
of any Participant or other person in the service of the Company
(or any Subsidiary).
2.16. Option” means the right,
granted from time to time under the Plan, to purchase Common Stock
for a specified period of time at a stated price. Options are not
intended to be incentive stock options under Section 422 of
the Code.
2.17. “Participant”
means an Employee or Consultant who is designated by the Committee
as eligible to participate in the Plan and who receives an Award
under this Plan.
2.18. “Performance Goal”
means a goal that has been established by the Committee and that
must be met by the end of a Performance Period. The Committee shall
have sole discretion to determine the specific targets within each
category of Performance Goals, and whether such Performance Goals
have been achieved.
2.19. “Performance
Period” means the time period during which Performance Goals
must be met.
2.20. “Plan” means the
Pharmacopeia, Inc. 2000 Stock Option Plan herein set forth, as
amended from time to time.
2.21. “Restricted Stock”
means Common Stock awarded by the Committee under Section 8 of
the Plan.
2.22. “Restriction
Period” means the period during which Restricted Stock
awarded under the Plan is subject to forfeiture.
2.23. “SAR” means the
right to receive, in cash or in Common Stock, as determined by the
Committee, the increase in the Fair Market Value of the Common
Stock underlying the SAR from the date of grant to the date of
exercise.
2.24. “Subsidiary” means
any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company (or any subsequent parent
of the Company) if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50 percent
or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.
3. ELIGIBILITY
Any Employee who is not a
“covered employee” within the meaning of
Section 162(m) of the Code, who is not subject to
Section 16 of the Act and who is designated by the Committee
as eligible to participate in the Plan, or any Consultant who is
designated by the Committee as eligible to participate in the Plan,
shall be eligible to receive an Award under the Plan.
4. ADMINISTRATION
4.1. The Committee shall be made up
of one or more Board members. Members of the Committee shall be
appointed by and hold office at the pleasure of the Board.
Committee members may resign at any time by delivering written
notice to the Board. Vacancies in the Committee may be filled by
the Board.
4.2. The Plan shall be administered
by the Committee, which shall have full power to interpret and
administer the Plan, and full authority to act in selecting the
eligible Employees and Consultants to whom Awards may be granted,
in determining the times at which such Awards may be granted, in
determining the time and the manner in which Options may be
exercised, in determining the amount of Awards that may be granted,
in determining the terms and conditions of Awards that may be
granted under the Plan and the terms of agreements which will be
entered into with Participants (which terms shall not be
inconsistent with the terms of the Plan). The Committee also shall
have the power to establish different terms and conditions with
respect to the granting of the same type of Award to different
Participants (regardless of whether the Awards are granted at the
same time or at different times).
4.3. The Committee shall have the
power to accelerate the exercisability or vesting of any Award, and
to determine under Section 10 the effect, if any, of a Change
of Control of the Company upon outstanding Awards.
4.4. The Committee shall have the
power to adopt regulations for carrying out the Plan and to make
changes in such regulations as it shall, from time to time, deem
advisable. The Committee shall have the full and final authority in
its sole discretion to interpret the provisions of the Plan and to
decide all questions of fact arising in the application of the
Plan’s provisions, and to make all determinations necessary
or advisable for the administration of the Plan. Any interpretation
by the Committee of the terms and provisions of the Plan and the
administration thereof, and all action taken by the Committee,
shall be final, binding, and conclusive for all purposes and upon
all Participants.
4.5. Members of the Committee shall
receive such compensation for their services as may be determined
by the Board. All expenses and liabilities which members of the
Committee incur in connection with the administration of the Plan
shall be paid by the Company. The Committee may, with the approval
of the Board, employ attorneys, consultants, accountants and other
service providers. The Committee, the Board, the Company and the
Company’s officers shall be entitled to rely upon the advice
and opinions of any such person. No member of the Committee or the
Board shall be personally liable for any action, determination or
interpretation made with respect to the Plan and all members of the
Committee and the Board shall be fully protected by the Company in
respect of any such action, determination or interpretation in the
manner provided in the Company’s bylaws.
5. SHARES OF STOCK SUBJECT TO THE
PLAN
5.1. Subject to adjustment as
provided in Section 9, the total number of shares of Common
Stock available for Awards under the Plan shall be 750,000
shares.
5.2. Any shares issued hereunder may
consist, in whole or in part, of authorized and unissued shares or
treasury shares. Any shares issued by the Company through the
assumption or substitution of outstanding grants from an acquired
company shall not reduce the number of shares of Common Stock
available for Awards under the Plan. If any shares subject to any
Award granted hereunder are forfeited or such Award otherwise
terminates without the issuance of such shares or the payment of
other consideration in lieu of such shares, the shares subject to
such Award, to the extent of any such forfeiture or termination,
sh
