{"id":38249,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1996-incentive-stock-option-plan-imclone-systems-in2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1996-incentive-stock-option-plan-imclone-systems-in2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1996-incentive-stock-option-plan-imclone-systems-in2.html","title":{"rendered":"1996 Incentive Stock Option Plan &#8211; ImClone Systems Inc."},"content":{"rendered":"<pre>                          IMCLONE SYSTEMS INCORPORATED\n                 1996 INCENTIVE STOCK OPTION PLAN, AS AMENDED(1)\n\n                                    ARTICLE 1\n\n                                 Purpose of Plan\n\n     1.1 General Purpose. The purpose of this Incentive Stock Option Plan (the\n'Plan') is to promote the interests of ImClone Systems Incorporated, and any\nsubsidiaries of such company, as from time to time may be formed or acquired\n(collectively, the 'Company'), by affording key executives and employees an\nopportunity to acquire a proprietary interest in the Company pursuant to stock\noptions issued by the Company, and thus to create in such employees increased\npersonal interest in its continued success.\n\n     1.2 Statutory Stock Option. Options granted under the Plan are intended to\nbe 'incentive stock options' to which Section 422 of the Internal Revenue Code\nof 1986, as amended (the 'Code'), applies.\n\n----------\n(1) This plan was adopted by the Board on February 25, 1996 and approved by the\nstockholders on June 3, 1996; it was amended by the Board on April 3, 1997 and\nsuch amendments were ratified by the stockholders on June 3, 1997.\n\n\n                                       1\n\n\n                                   ARTICLE II\n\n                             Shares Subject to Plan\n\n     2.1 Description of Shares. Subject to Article VII hereof, the stock to\nwhich the Plan applies is shares of the Company's common stock, $.001 par value\n('Common Stock'), either authorized but unissued or Treasury shares. The number\nof shares of Common Stock to be issued or sold pursuant to options granted\nhereunder shall not exceed 3,000,000 shares; provided, that such number shall be\nreduced by the number of shares which have been sold under, or may be sold\npursuant to options granted from time to time under, the Company's 1996\nNon-Qualified Stock Option Plan (the 'Non-Qualified Plan'), to the same extent\nas if such sales had been made or options had been granted pursuant to this\nPlan.\n\n     2.2 Restoration of Unpurchased Shares. Any shares subject to an option\ngranted hereunder or under the Non-Qualified Plan that, for any reason, expires\nor is terminated unexercised as to such shares may again be subject to an option\nto be granted hereunder.\n\n                                   ARTICLE III\n\n                     Administration; Committees; Amendments\n\n     3.1 Administration.. The Plan shall be administered by any of the\nCompensation Committee, the Stock Option Committee (which is a subcommittee of\nthe Compensation Committee) (collectively, the 'Committees') or the Company's\nBoard of Directors (the 'Board'). The Committees shall be comprised of not less\nthan two persons who shall be appointed by the Board from among the members of\nthe Board. Members of the Committees shall not be eligible \n\n\n                                       2\n\n\nto become participants under the Plan while they are members of the Committees\nor for a period of three months thereafter.\n\n     3.2 Duration; Removal; Etc. The members of the Committees shall serve at\nthe pleasure of the Board, which shall have the power at all times to remove\nmembers from the Committees or to add members thereto. Vacancies in the\nCommittees, however caused, shall be filled by action of the Board.\n\n     3.3 Meetings; Actions of Committees. Each of the Committees and the Board\nmay select one of its members as its Chairman and shall hold its meetings at\nsuch times and places as it may determine. All decisions or determinations of\neach of the Committees and the Board shall be made by the majority vote or\ndecision of all of its members, whether present at a meeting or not; provided,\nhowever, that any decision or determination reduced to writing and signed by all\nof the members shall be as fully effective as if it had been made at a meeting\nduly called and held. Each of the Committees and the Board may make such rules\nand regulations for the conduct of its business not inconsistent herewith as it\nmay deem advisable.\n\n     3.4 Interpretation. The interpretation and construction by any of the\nCommittees or the Board of the provisions of the Plan or of the options granted\nhereunder shall be final, unless in the case of the Committees otherwise\ndetermined by the Board. No member of the Board or of the Committees shall be\nliable for any action taken or determination made in good faith.\n\n     3.5 Amendments or Discontinuation. The Board may make such amendments,\nchanges, and additions to the Plan, or may discontinue and terminate the Plan,\nas it may deem advisable from time to time; provided, however, that no action\nshall affect or impair any options theretofore granted under the Plan, and\nprovided, further, however, that the affirmative vote of \n\n\n                                       3\n\n\nthe owners of a majority of the outstanding shares of Common Stock present at a\nmeeting in person or by proxy and entitled to vote at the meeting shall be\nnecessary to effect any amendment to the Plan which would (a) increase the\nnumber of shares of Common Stock subject to options granted under the Plan, or\n(b) authorize the granting of options at a price below the minimum price\nestablished by Section 5.3 hereof.\n\n                                   ARTICLE IV\n\n                  Participants; Maximum Grant; Duration of Plan\n\n     4.1 Eligibility and Participation. Options shall be granted only to persons\n('Participants') who at the time of granting are key executives or key employees\nof the Company. Subject to the provisions of Section 4.3 hereof, the Committees\nor the Board shall determine the key executives and key employees to be granted\noptions hereunder, the number of shares of Common Stock subject to such options,\nthe exercise prices of options, the terms thereof and any other provisions not\ninconsistent with the Plan.\n\n     4.2 Guidelines for Participation. In selecting Participants and determining\nthe numbers of shares of Common Stock for which options are to be granted the\nCommittees or the Board shall consult with officers and directors of the\nCompany, and shall take into account the duties of the respective employees,\ntheir present and potential contributions to the success of the Company, and\nsuch other factors as any of the Committees or the Board shall deem relevant.\n\n     4.3 Maximum Grant. Notwithstanding anything to the contrary in the Plan,\nthe aggregate fair market value (determined as of the time the option is\ngranted) of the Common Stock for which any Participant may be granted options in\nany calendar year (under all plans, including the \n\n\n                                       4\n\n\nPlan, providing for the grant of incentive stock options of the Company and its\nparent and subsidiaries) shall not exceed $100,000.\n\n     4.4 Duration of Plan. All options under the Plan shall be granted within\nten years from the date the Plan is adopted, or the date the Plan is approved by\nthe shareholders of the Company, whichever is earlier.\n\n                                    ARTICLE V\n\n                         Terms and Conditions of Options\n\n     5.1 Individual Stock Option Agreements. All stock options granted pursuant\nto the Plan shall be evidenced by stock option agreements ('Stock Option\nAgreements'), which need not be identical, between the Company and the\nParticipant in such form as any of the Committees or the Board shall from time\nto time approve, subject to the terms of the Plan.\n\n     5.2 Number of Shares. Each Stock Option Agreement shall state the total\nnumber of shares of Common Stock with respect to which the option is granted,\nthe terms and conditions of the option, and the exercise price or prices\nthereof, it being understood that any of the Committees or the Board shall have\nauthority to prescribe in any Stock Option Agreement that the option evidenced\nthereby may be exercisable in full or in part, as to any number of shares\nsubject thereto, at any time or from time to time during the term of the option,\nor in such installments at such times during said term as any of the Committees\nor the Board may determine; provided that no option granted pursuant to the Plan\nshall be exercisable after the expiration of ten years from the date such option\nis granted. A previously granted incentive stock option shall be treated as\noutstanding until it is exercised in full or expires by reason of the lapse \n\n\n                                       5\n\n\nof time. Except as otherwise provided in any Stock Option Agreement, an option\nmay be exercised at any time or from time to time during the term of the option\nas to any or all full (but no fractional) shares which have become purchasable\nunder such option. Any of the Committees or the Board shall have the right to\naccelerate, in whole or in part, from time to time, conditionally or\nunconditionally, the right to exercise any option granted hereunder.\n\n     5.3 Option Price. The price at which the shares of Common Stock subject to\neach option granted under this Plan may be purchased (the 'option price' or\n'exercise price') shall be determined by any of the Committees or the Board,\nwhich shall have authority at the time the option is granted to prescribe in any\nStock Option Agreement that the price per share, with the passage of\npre-determined periods of time, shall increase from the original price to higher\nprices, but in no case shall the original exercise price of any option be less\nthan 100% of the fair market value of such shares on the date the option is\ngranted, as determined by any of the Committees or the Board in accordance with\napplicable Treasury Regulations. Notwithstanding anything contained to the\ncontrary herein, no option shall be granted to any employee who, at the time the\noption is granted, owns more than 10% of the total combined voting power of all\nclasses of stock of the Company or of its parent or subsidiary unless, at the\ntime option is granted, the exercise price of the option is at least 110% of the\nfair market value of the shares of Common Stock subject to the option and such\noption by its terms is not exercisable after the expiration of five years from\nthe date such option is granted. For purposes of determining the ownership of\nstock of the Company, the rules of Section 424(d) of the Code shall be applied.\n\n     5.4 Method of Exercising Option; Full Payment. Subject to Section 6.1 and\n6.2 hereof, options granted pursuant to the Plan may be exercised only if the\nParticipant was, at all \n\n\n                                       6\n\n\ntimes during the period beginning on the date the option was granted and ending\non the date of such exercise, an employee of the Company, a parent or subsidiary\nof the Company, or a corporation or a parent or subsidiary of such corporation\nissuing or assuming a stock option in respect of such option in a transaction to\nwhich Section 424(a) of the Code applies. Options shall be exercised by written\nnotice to the Company, addressed to the Company at its principal place of\nbusiness. Such notice shall state the Participant's election to exercise the\noption and the number of shares of Common Stock in respect of which it is being\nexercised, and shall be signed by the Participant so exercising the option. Such\nnotice shall be accompanied by (a) the Stock Option Agreement (which, if not\nexercised for all the shares thereto, shall be appropriately endorsed and\nreturned to the Participant; (b) payment of the full purchase price of such\nshares, which payment shall be in cash, by check or in stock of the Company that\nhas been owned by the participant for at least six months, or notes of the\nCompany or, as agreed to by the Board, other consideration; and (c) such written\nrepresentations and other documents as may be desirable, in the opinion of the\nCompany's legal counsel, for purposes of compliance with state or Federal\nsecurities or other laws. In the case of payment made in stock of the Company,\nthe stock shall be valued at its Fair Market Value (as hereinafter defined) on\nthe last business day prior to the date of exercise. The term 'Fair Market\nValue' for the Common Stock on any particular date shall mean the last reported\nsale price of the Common Stock on the principal market on which the Common Stock\ntrades on such date or, if no trades of Common Stock are made or reported on\nsuch date, then on the next preceding date on which the Common Stock traded. The\nCompany shall deliver a certificate or certificates representing shares of\nCommon Stock purchased pursuant to such notice to the purchaser as soon as\npracticable after receipt of such notice, subject \n\n\n                                       7\n\n\nto Article VIII hereof. Any of the Committees or the Board may amend an already\noutstanding Stock Option Agreement to add a provision permitted by clause (b) of\nthis Section 5.4, and no such amendment, by itself, shall be deemed to\nconstitute the grant of a new option for purposes of this Plan; provided that\nthis sentence shall not be determinative of whether any such amendment\nconstitutes a new grant for purposes of qualification as an Incentive Stock\nOption.\n\n     5.5 Rights as a Shareholder. No Participant shall have any rights as a\nshareholder with respect to shares of Common Stock subject to an option granted\nunder the Plan until the date of the issuance to such Participant of stock\ncertificates in respect of such shares. No adjustment shall be made for\ndividends or other rights for which the record date is prior to the date such\nstock certificate is issued.\n\n     5.6 Other Provisions. Stock Option Agreements entered into pursuant to the\nPlan may contain such other provisions (not inconsistent with the Plan) as any\nof the Committees or the Board may deem necessary or desirable, including, but\nnot limited to, covenants on the part of the Participant not to compete, not to\nsell Common Stock obtained from the exercise of options for specified periods of\ntime, and remedies available to the Company in the event of the breach of any\nsuch covenant.\n\n                                   ARTICLE VI\n\n                   Termination of Employment; Transferability\n\n     6.1 Termination of Employment. Except as otherwise provided in connection\nwith the grant of any option or the termination of any Participant, the right to\nexercise any unexercised\n\n\n                                       8\n\n\nportion of any option granted under the Plan shall terminate immediately upon\ntermination of the employment relationship between the Participant and the\nCompany (or its parent or subsidiary, as the case may be), for any reason,\nwithout regard to cause, other than by reason that the Participant dies or\nbecomes disabled (as defined in the Code). The option may not be exercised\nthereafter, and the shares of Common Stock subject to the unexercised portion of\nsuch option may again be subject to new options under the Plan.\n\n     6.2 Death or Disability of Participant. Except as otherwise permitted in\nconnection with the grant of any option or the death or disability of a\nParticipant, in the event a Participant dies or is disabled while in the employ\nof the Company or of a parent or subsidiary of the Company, any options\ntheretofore granted to him shall be exercisable only within the next 12 months\nimmediately succeeding such death or disability and then only in the case of\ndeath (a) by the person or persons to whom the Participant's rights under the\noption shall pass by will or the laws of descent and distribution, and, in the\ncase of disability, by such Participant or his legal representative, and (b) if\nand to the extent that he was entitled to exercise the option at the date of his\ndeath.\n\n     6.3 Transferability. Options granted to a Participant under the Plan shall\nnot be transferable otherwise than by will, by the laws of descent and\ndistribution, or (if authorized in the applicable Stock Option Agreement)\npursuant to a qualified domestic relations order ('QDRO') as defined by the\nInternal Revenue Code of 1986, as amended, or Title I of the Employee Retirement\nIncome Security Act of 1974, as amended, or the rules thereunder. During the\nParticipant's lifetime, options shall be exercised only by such Participant,\nsuch Participant's \n\n\n                                       9\n\n\nguardian or legal representative, or (if authorized in the applicable Stock\nOption Agreement) such Participant's transferee pursuant to a QDRO.\n\n                                   ARTICLE VII\n\n                               Capital Adjustments\n\n     7.1 Capital Adjustments. If any change is made in the shares of Common\nStock subject to the Plan or subject to any option granted under the Plan\n(through merger, consolidation, reorganization, recapitalization, stock\ndividend, split-up, combination of shares, exchange of shares, issuance of\nrights to subscribe, or change in capital structure), appropriate adjustments\nshall be made by any of the Committees or the Board as to the maximum number of\nshares subject to the Plan and the number of shares and price per share subject\nto outstanding options as shall be equitable to prevent dilution or enlargement\nof option rights; provided, however, that any such adjustment shall comply with\nthe rules of Section 424(a) of the Code and provided further that in no event\nshall any adjustment be made that would cause any option granted hereunder to be\nconsidered other than an incentive stock option. Any determination made by any\nof the Committees or the Board under this Article VII shall be final, binding\nand conclusive upon each Participant.\n\n                                  ARTICLE VIII\n\n                            Legal Requirements, Etc.\n\n     8.1 Revenue Stamps. The Company shall be responsible and shall pay for any\ntransfer, revenue, or documentary stamps with respect to shares issued upon the\nexercise of options granted under the Plan.\n\n\n                                       10\n\n\n     8.2 Legal Requirements. The Company shall not be required to issue\ncertificates for shares upon the exercise of any option unless and until, in the\nopinion of the Company's legal counsel, such issuance would not result in a\nviolation of any state or Federal securities or other law. Certificates for\nshares, when issued, shall have, if required in the opinion of the Company's\nlegal counsel, the following legend, or statements of other restrictions,\nendorsed thereon, and may not be immediately transferable:\n\n     The shares of Common Stock evidenced by this certificate have been issued\n     to the registered owner in reliance upon written representations that these\n     shares have been purchased for investment. These shares may not be sold,\n     transferred, or assigned unless, in the opinion of the Company and its\n     legal counsel, such sales, transfer, or assignment will not be in violation\n     of the Securities Act of 1933, as amended, applicable rules and regulations\n     of the Securities and Exchange Commission and any applicable state\n     Securities laws.\n\n     8.3 Private Offering. The options to be granted under the Plan are\navailable only to a limited number of present and future key executives and\nemployees of the Company and its subsidiaries who have knowledge of the\nCompany's financial condition, management, and affairs. Such options are not\nintended to provide additional capital for the Company but are to encourage\nstock ownership by the Company's key personnel. By the act of accepting an\noption, in the absence of an effective registration statement under the\nSecurities Act of 1933, as amended, Participants shall agree that upon exercise\nof such option, they will acquire the shares of Common Stock that are the\nsubject thereof for investment and not with any intention at such time to resell\nor redistribute the same, and they shall confirm such agreement at the time of\nexercise,\n\n\n                                       11\n\n\nbut the neglect or failure to confirm the same in writing shall not be a\nlimitation of such agreement.\n\n                                   ARTICLE IX\n\n                                     General\n\n     9.1 Application of Funds. The proceeds received by the Company from the\nsale of shares of Common Stock pursuant to the exercise of options therefor\nshall be used for general corporate purposes.\n\n     9.2 Right of the Company to Terminate Employment. Nothing contained in the\nPlan or in a Stock Option Agreement shall confer upon any Participant any right\nto be continued in the employ of the Company or of any subsidiary of the\nCompany, or interfere in any way with the right of the Company, or such\nsubsidiary, to terminate his employment for any reason whatsoever, with or\nwithout cause, at any time.\n\n     9.3 No Obligation to Exercise. The granting of an option hereunder shall\nimpose no obligation upon the Participant to exercise such option.\n\n     9.4 Effectiveness of Plan. The Plan shall become effective upon its\nadoption by the shareholders of the Company. Options may be granted under the\nPlan prior to the approval of the Plan by the Shareholders, but no such option\nmay be exercised prior to such approval.\n\n     9.5 Other Benefits. Participation in the Plan shall not preclude a\nParticipant from eligibility in any other stock benefit plan of the Company or\nany old age benefit, insurance, pension, profit sharing, retirement, bonus or\nother plan which the Company has adopted, or may, at any time, adopt for the\nbenefit of its parents' or its subsidiaries' executives and\/or employees.\n\n\n                                       12\n\n\n     9.6 Company Records. Records of the Company as to a Participant's period of\nemployment, termination of employment and the reason therefor, leaves of\nabsence, re-employment, and other matters will be conclusive for all purposes\nhereunder.\n\n     9.7 Tax Requirement. The exercise or surrender of any option under this\nPlan shall constitute a Participant's full and complete consent to whatever\naction the Committee elects to satisfy the Federal and state withholding\nrequirements, if any, which the Committee in its discretion deems applicable to\nsuch exercise.\n\n     9.8 Interpretations and Adjustments. To the extent permitted by law, an\ninterpretation of the Plan and a decision on any matter within any of the\nCommittees' or Board's discretion made in good faith is binding on all persons.\nA misstatement or other mistake of fact shall be corrected when it becomes\nknown, and the person responsible shall make such adjustment on account thereof\nas he considers equitable and practicable.\n\n     9.9 Information. The Company shall, upon request or as may be specifically\nrequired hereunder, furnish or cause to be furnished, all of the information or\ndocumentation which is necessary or required by any of the Committees or the\nBoard to perform its duties and functions under the Plan.\n\n     9.10 Notice of Disqualifying Disposition. If a Participant sells or\notherwise disposes of any share of Common Stock transferred to him pursuant to\nthe exercise of an option granted hereunder within two years from the date of\nthe granting of the option or within one year of the transfer of such shares to\nhim (i.e., a 'disqualifying disposition'), the Participant, within ten days\nthereafter, shall furnish to any of the Committees or the Board at the principal\noffices of the Company, written notice of such sale or other disposition.\n\n\n                                       13\n\n\n     9.11 Governing Law. The Plan and any and all options granted thereunder\nshall be governed by, and construed and enforced in accordance with, the laws of\nthe State of New York from time to time in effect.\n\n     9.12 Certain Definitions.\n\n          9.12.1 'Parent'. The term 'parent' shall mean a 'parent corporation'\nas defined in Section 424(e) of the Code.\n\n          9.12.2 'Subsidiary'. The term 'subsidiary' shall mean a 'subsidiary\ncorporation' as defined in Section 424(f) of the Code.\n\n          9.12.3 'Incentive Stock Option'. The term 'incentive stock option'\nshall mean an option described in Section 422(b) of the code.\n\n          9.12.4 'Disabled.' The term 'disabled' shall have the definition set\nforth in Section 22(a)(3) of the Code.\n\n\n                                       14\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7835],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9539,9545],"class_list":["post-38249","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-imclone-inc","corporate_contracts_industries-drugs__biotech","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\/38249","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=38249"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38249"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38249"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38249"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}