{"id":38196,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1992-stock-option-plan-bio-technology-general-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1992-stock-option-plan-bio-technology-general-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1992-stock-option-plan-bio-technology-general-corp.html","title":{"rendered":"1992 Stock Option Plan &#8211; Bio-Technology General Corp."},"content":{"rendered":"<pre>                          BIO-TECHNOLOGY GENERAL CORP.\n                             1992 STOCK OPTION PLAN\n\n     1. Purpose. The purpose of the Bio-Technology General Corp. 1992 Stock\nOption Plan (the 'Plan') is to enable Bio-Technology General Corp. (the\n'Company') and its stockholders to secure the benefits of common stock ownership\nby key personnel of the Company and its subsidiaries. The Board of Directors of\nthe Company (the 'Board') believes that the granting of options under the Plan\nwill foster the Company's ability to attract, retain and motivate those\nindividuals who will be largely responsible for the continued profitability and\nlong-term future growth of the Company.\n\n     2. Stock Subject to the Plan. The Company may issue and sell a total of\n12,000,000 shares of its common stock, $.01 par value (the 'Common Stock'),\npursuant to the Plan. Such shares may be either authorized and unissued or held\nby the Company in its treasury. New options may be granted under the Plan with\nrespect to shares of Common Stock which are covered by the unexercised portion\nof an option which has terminated or expired by its terms, by cancellation or\notherwise.\n\n     3. Administration. The Plan will be administered by a committee (the\n'Committee') consisting of at least two directors appointed by and serving at\nthe pleasure of the Board. To the extent required by the applicable provisions\nof Rule 16(b)-3 under the Securities Exchange Act of 1934, as amended (the\n'Exchange Act'), no member of the Committee shall have received an option under\nthe Plan or any other plan within one year before his or her appointment or such\nother period as may be prescribed by said Rule. Subject to the provisions of the\nPlan, the Committee, acting in its sole and absolute discretion, will have full\npower and authority to grant options under the Plan, to interpret the provisions\nof the Plan, to fix and interpret the provisions of option agreements made under\nthe Plan, to supervise the administration of the Plan, and to take such other\naction as may be necessary or desirable in order to carry out the provisions of\nthe Plan. A majority of the members of the Committee will constitute a quorum.\nThe Committee may act by the vote of a majority of its members present at a\nmeeting at which there is a quorum or by unanimous written consent. The decision\nof the Committee as to any disputed question, including questions of\nconstruction, interpretation and administration, will be final and conclusive on\nall persons. The Committee will keep a record of its proceedings and acts and\nwill keep or cause to be kept such books and records as may be necessary in\nconnection with the proper administration of the Plan.\n\n     4. Eligibility. Options may be granted under the Plan to present or future\nkey employees of the Company or a subsidiary of the Company (a 'Subsidiary')\nwithin the meaning of Section 424(f) of the Internal Revenue Code of 1986 (the\n'Code'), and to consultants to the Company or a Subsidiary who are not\nemployees. Options may not be granted to directors of the Company or a\nSubsidiary who are not also employees of or consultants to the Company and\/or a\nSubsidiary. Subject to the provisions of the Plan, the Committee may from time\nto time select the persons to whom options will be granted, and will fix the\nnumber of shares covered by each such option and establish the terms and\nconditions thereof, including, without\n\n\n\n\n\n\n\nlimitation, the exercise price, restrictions on exercisability of the option or\non the disposition of the shares of Common Stock issued upon exercise of the\noption, and whether or not the option is to be treated as an incentive stock\noption within the meaning of Section 422 of the Code (an 'Incentive Stock\nOption').\n\n     5. Terms and Conditions of Options. Each option granted under the Plan will\nbe evidenced by a written agreement in a form approved by the Committee. Each\nsuch option will be subject to the terms and conditions set forth in this\nparagraph and such additional terms and conditions not inconsistent with the\nPlan (and, in the case of an Incentive Stock Option, not inconsistent with the\nprovisions of the Code applicable thereto) as the Committee deems appropriate.\n\n     (a) Option Exercise Price. In the case of an option which is not treated as\nan Incentive Stock Option, the exercise price per share may not be less than the\npar value of a share of Common Stock on the date the option is granted; and, in\nthe case of an Incentive Stock Option, the exercise price per share may not be\nless than 100% of the fair market value of a share of Common Stock on the date\nthe option is granted (110% in the case of an optionee who, at the time the\noption is granted, owns stock possessing more than 10% of the total combined\nvoting power of all classes of stock of the Company or a Subsidiary (a 'ten\npercent shareholder')). For purposes hereof, the fair market value of a share of\nCommon Stock on any date will be equal to the closing sale price per share as\npublished by a national securities exchange on which shares of the Common Stock\nare traded on such date or, if there is no sale of Common Stock on such date,\nthe average of the bid and asked prices on such exchange at the closing of\ntrading on such date or, if shares of the Common Stock are not listed on a\nnational securities exchange on such date, the closing price or, if none, the\naverage of the bid and asked prices in the over the counter market at the close\nof trading on such date, or if the Common Stock is not traded on a national\nsecurities exchange or the over the counter market, the fair market value of a\nshare of the Common Stock on such date as determined in good faith by the\nCommittee.\n\n     (b) Option Period. The period during which an option may be exercised will\nbe fixed by the Committee and will not exceed 10 years from the date the option\nis granted (5 years in the case of an Incentive Stock Option granted to a 'ten\npercent shareholder').\n\n     (c) Exercise of Options. No option will become exercisable unless the\nperson to whom the option was granted remains in the continuous employ or\nservice of the Company or a Subsidiary for at least one year (or for such other\nperiod as the Committee may designate) from the date the option is granted.\nSubject to earlier termination of the option as provided herein, unless the\nCommittee determines otherwise, options will be exercisable from and after the\ndate of grant. Vesting or other restrictions on the exercisability of an option\nwill be set forth in the related option agreement. All or part of the\nexercisable portion of an option may be exercised at any time during the option\nperiod. An option may be exercised by transmitting to the Company (1) a written\nnotice specifying the number of shares to be purchased, and (2) payment of the\nexercise price, together with the amount, if any, deemed necessary by the\nCommittee to enable the Company to satisfy its income tax withholding\nobligations with \n\n\n\n\n\nrespect to such exercise (unless other arrangements acceptable to the Company\nare made with respect to the satisfaction of such withholding obligations).\n\n     (d) Payment of Exercise Price. The purchase price of shares of Common Stock\nacquired pursuant to the exercise of an option granted under the Plan may be\npaid in cash and\/or such other form of payment as may be permitted under the\noption agreement, including, without limitation, previously-owned shares of\nCommon Stock and installment payments under the optionee's promissory note.\n\n     (e) Rights as a Stockholder. No shares of Common Stock will be issued in\nrespect of the exercise of an option granted under the Plan until full payment\ntherefor has been made (and\/or provided for where all or a portion of the\npurchase price is being paid in installments), and the applicable income tax\nwithholding obligation has been satisfied or provided for. The holder of an\noption will have no rights as a stockholder with respect to any shares covered\nby an option until the date a stock certificate for such shares is issued to him\nor her. Except as otherwise provided herein, no adjustments shall be made for\ndividends or distributions of other rights for which the record date is prior to\nthe date such stock certificate is issued.\n\n     (f) Nontransferability of Options. No option granted under the Plan may be\nassigned or transferred except by will or by the applicable laws of descent and\ndistribution; and each such option may be exercised during the optionee's\nlifetime only by the optionee.\n\n     (g) Termination of Employment or Other Service. If an optionee ceases to be\nemployed by or to perform services for the Company and any Subsidiary for any\nreason other than death or disability (defined below), then, unless extended by\nthe Committee acting in its sole discretion, each outstanding option granted to\nhim or her under the Plan will terminate on the date three months after the date\nof such termination of employment or service, or, if earlier, the date specified\nin the option agreement. If an optionee's employment or service is terminated by\nreason of the optionee's death or disability (or if the optionee's employment or\nservice is terminated by reason of his or her disability and the optionee dies\nwithin one year after such termination of employment or service), then, unless\nextended by the Committee acting in its sole discretion, each outstanding option\ngranted to the optionee under the Plan will terminate on the date one year after\nthe date of such termination of employment or service (or one year after the\nlater death of a disabled optionee) or, if earlier, the date specified in the\noption agreement. For purposes hereof, the term 'disability' means the inability\nof an optionee to perform the customary duties of his or her employment or other\nservice for the Company or a Subsidiary by reason of a physical or mental\nincapacity which is expected to result in death or be of indefinite duration.\n\n     (h) Incentive Stock Options. In the case of an Incentive Stock Option\ngranted under the Plan, at the time the option is granted, the aggregate fair\nmarket value (determined at the time of grant) of the shares of Common Stock\nwith respect to which Incentive Stock Options are exercisable for the first time\nby the optionee during any calendar year may not exceed $100,000.\n\n\n\n     (i) Other Provisions. The Committee may impose such other conditions with\nrespect to the exercise of options, including, without limitation, any\nconditions relating to the application of federal or state securities laws, as\nit may deem necessary or advisable.\n\n     (j) Maximum Option Grant. The maximum option grant which may be made to an\nemployee of the Company in any calendar year shall not cover more than 250,000\nshares.\n\n     6. Capital Changes, Reorganization, Sale.\n\n     (a) Adjustments Upon Changes in Capitalization. The aggregate number and\nclass of shares for which options may be granted under the Plan, the maximum\nnumber of shares for which options may be granted to any employee in any\ncalendar year, the number and class of shares covered by each outstanding option\nand the exercise price per share shall all be adjusted proportionately for any\nincrease or decrease in the number of issued shares of Common Stock resulting\nfrom a split-up or consolidation of shares or any like capital adjustment, or\nthe payment of any stock dividend.\n\n     (b) Acceleration of Vesting Upon Change of Control. If there is a change of\ncontrol of the Company (as defined in subparagraph (f) below), then all\noutstanding options shall become fully exercisable whether or not the vesting\nconditions, if any, set forth in the related option agreements have been\nsatisfied, and each optionee shall have the right to exercise his or her options\nprior to such change of control and for as long thereafter as the option shall\nremain in effect in accordance with its terms and the provisions hereof.\n\n     (c) Conversion of Options on Stock for Stock Exchange. If the shareholders\nof the Company receive capital stock of another corporation ('Exchange Stock')\nin exchange for their shares of Common Stock in any transaction involving a\nmerger (other than a merger of the Company in which the holders of Common Stock\nimmediately prior to the merger have the same proportionate ownership of Common\nStock in the surviving corporation immediately after the merger), consolidation,\nacquisition of property or stock, separation or reorganization (other than a\nmere reincorporation or the creation of a holding company), all options granted\nhereunder shall be converted into options to purchase shares of Exchange Stock\nunless the Company and the corporation issuing the Exchange Stock, in their sole\ndiscretion, determine that any or all such options granted hereunder shall not\nbe converted into options to purchase shares of Exchange Stock but instead shall\nterminate, subject to the provisions of subparagraph (b) above and the\noptionees' prior exercise rights thereunder. The amount and price of converted\noptions shall be determined by adjusting the amount and price of the options\ngranted hereunder in the same proportion as used for determining the number of\nshares of Exchange Stock the holders of the Common Stock receive in such merger,\nconsolidation, acquisition of property or stock, separation or reorganization.\nIn accordance with subparagraph (b) above, the converted options shall be fully\nvested whether or not the vesting requirements set forth in the option agreement\nhave been satisfied.\n\n     (d) Fractional Shares. In the event of any adjustment in the number of\nshares covered by any option pursuant to the provisions hereof, any fractional\nshares resulting from such\n\n\n\n\n\nadjustment will be disregarded and each such option will cover only the number\nof full shares resulting from the adjustment.\n\n     (e) Determination of Board to be Final. All adjustments under this\nparagraph 6 shall be made by the Board, and its determination as to what\nadjustments shall be made, and the extent thereof, shall be final, binding and\nconclusive. Unless an optionee agrees otherwise, any change or adjustment to an\nIncentive Stock Option shall be made in such a manner so as not to constitute a\n'modification' as defined in Section 424(h) of the Code and so as not to cause\nthe optionee's Incentive Stock Option issued hereunder to fail to continue to\nqualify as an Incentive Stock Option.\n\n     (f) Change of Control Defined. For purposes hereof, a change in control of\nthe Company is deemed to occur if (1) there occurs (A) any consolidation or\nmerger in which the Company is not the continuing or surviving entity or\npursuant to which shares of the Common Stock would be converted into cash,\nsecurities or other property, other than a merger of the Company in which the\nholders of the Common Stock immediately prior to the merger have the same\nproportionate ownership of common stock of the surviving corporation immediately\nafter the merger, or (B) any sale, lease, exchange or other transfer (in one\ntransaction or a series of related transactions) of all or substantially all the\nCompany's assets; (2) the Company's stockholders approve any plan or proposal\nfor the liquidation or dissolution of the Company; (3) any person (as such term\nis used in Sections 13(d) and 14(d)(2) of the Exchange Act) shall become the\nbeneficial owner (within the meaning of Rule 13d-3 under said Act) of 40% or\nmore of the Common Stock other than pursuant to a plan or arrangement entered\ninto by such person and the Company; or (4) during any period of two consecutive\nyears, individuals who at the beginning of such period constitute the entire\nBoard of Directors shall cease for any reason to constitute a majority of the\nBoard unless the election or nomination for election by the Company's\nstockholders of each new director was approved by a vote of at least two-thirds\nof the directors then still in office who were directors at the beginning of the\nperiod.\n\n     7. Amendment and Termination of the Plan. The Board may amend or terminate\nthe Plan. Except as otherwise provided in the Plan with respect to equity\nchanges, any amendment which would increase the aggregate number of shares of\nCommon Stock as to which options may be granted under the Plan, materially\nincrease the benefits under the Plan, or modify the class of persons eligible to\nreceive options under the Plan shall be subject to the approval of the holders\nof a majority of the Common Stock issued and outstanding. No amendment or\ntermination may affect adversely any outstanding option without the written\nconsent of the optionee.\n\n     8. No Rights Conferred. Nothing contained herein will be deemed to give any\nindividual any right to receive an option under the Plan or to be retained in\nthe employ or service of the Company or any Subsidiary.\n\n     9. Governing Law. The Plan and each option agreement shall be governed by\nthe laws of the State of Delaware.\n\n\n\n\n     10. Decisions and Determinations of Committee to be Final. Except to the\nextent rights or powers under this Plan are reserved specifically to the\ndiscretion of the Board, the Committee shall have full power and authority to\ninterpret the Plan and any option agreement made under the Plan and to determine\nall issues which arise thereunder or in connection therewith, and the decision\nof the Board or the Committee, as the case may be, shall be binding and\nconclusive on all interested persons.\n\n     11. Term of the Plan. The Plan shall be effective as of February 28, 1992,\nthe date on which it was adopted by the Board, subject to the approval of the\nstockholders of the Company, which approval was granted on June 1, 1992. The\nPlan will terminate on February 27, 2002, the date ten years after the date of\nadoption by the Board, unless sooner terminated by the Board. The rights of\noptionees under options outstanding at the time of the termination of the Plan\nshall not be affected solely by reason of the termination and shall continue in\naccordance with the terms of the option (as then in effect or thereafter\namended).\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6900],"corporate_contracts_industries":[9406],"corporate_contracts_types":[9539,9545],"class_list":["post-38196","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bio-technology-general-corp","corporate_contracts_industries-drugs__botanical","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38196","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38196"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38196"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38196"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38196"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}