{"id":38253,"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-non-qualified-stock-option-plan-imclone-systems-in2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1996-non-qualified-stock-option-plan-imclone-systems-in2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1996-non-qualified-stock-option-plan-imclone-systems-in2.html","title":{"rendered":"1996 Non-Qualified Stock Option Plan &#8211; ImClone Systems Inc."},"content":{"rendered":"<pre>                          IMCLONE SYSTEMS INCORPORATED\n\n               1996 NON-QUALIFIED STOCK OPTION PLAN, AS AMENDED(1)\n\n                                    ARTICLE I\n\n                                 Purpose of Plan\n\n     1.1 General Purpose. The purpose of this Non-Qualified Stock Option Plan\n(the 'Plan') is to promote the interests of ImClone Systems Incorporated (the\n'Company') by affording key consultants, advisors, directors 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 persons increased\npersonal interest in its continued success.\n\n     1.2 Statutory Stock Option. Options granted under the Plan are intended to\nbe 'non-qualified' stock options under the Internal Revenue Code of 1986, as\namended (the 'Code').\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 VIII 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\nIncentive Stock Option Plan (the 'Incentive Stock Option Plan') to the same\nextent as if such sales had been made or options had been granted pursuant to\nthis Plan.\n\n     2.2 Restoration of Unpurchased Shares. Any shares subject to an option\ngranted hereunder that, for any reason, expires or is terminated unexercised as\nto such shares may again be subject to an option to 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 Board of\nDirectors of the Company (the 'Board'). The Committees shall be comprised of not\nless than two persons who shall be appointed by the Board from among the members\nof the Board. Members of the Committees and \n\n\n                                       2\n\n\nthe Board shall be eligible to become participants under the Plans and may\nreceive discretionary and non-discretionary grants of options.\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 Committee. Each of the Committees may select one\nof its members as its Chairman and shall hold its meetings at such times and\nplaces as it may determine. All decisions or determinations of the Committees\nand the Board shall be made by the majority vote or decision of all of its\nmembers, whether present at a meeting or not; provided, however, that any\ndecision or determination reduced to writing and signed by all of the members\nshall be as fully effective as if this had been made at a meeting duly called\nand held. Each of the Committees and the Board may make such rules and\nregulations for the conduct of its business not inconsistent herewith as it may\ndeem 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 an 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 shall be necessary to effect\nany amendment to the Plan which would increase the number of shares of Common\nStock subject to options granted under the Plan.\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 consultants, advisors,\ndirectors or employees of the Company. Any of the Committees or the Board shall\ndetermine the key consultants, advisors, directors and 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, any\nof the Committees or the Board shall consult with officers and directors of the\nCompany, and shall take into account the duties of the respective persons, their\npresent and potential contributions to the success of the Company, and such\nother factors as any of the Committees or the Board shall deem relevant.\n\n     4.3 Duration of Plan. All options under the Plan shall be granted within\nten years from the date the Plan is approved by the shareholders of the Company.\n\n\n                                       4\n\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,\nsubject to the terms of Article VII hereof, have authority to prescribe in any\nStock Option Agreement that the option evidenced thereby may be exercisable in\nfull or in part, as to any number of shares subject thereto, at any time or from\ntime to time during said term as any of the Committees or the Board may\ndetermine; provided that no option granted pursuant to the Plan shall be\nexercisable after the expiration of ten years from the date such option is\ngranted. 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. Subject to the terms of Article VII hereof, any of the\nCommittees or the Board shall have the right to accelerate, in whole or in part,\nfrom time to time, conditionally or unconditionally, the right to exercise any\noption granted hereunder.\n\n\n                                       5\n\n\n     5.3 Option Price. Subject to the terms of Article VII hereof, the price at\nwhich the shares of Common Stock subject to each option granted under this Plan\nmay be purchased (the 'option price' or 'exercise price') shall be determined by\nany of the Committees or the Board, which shall have the authority at the time\nthe option is granted to prescribe in any Stock Option Agreement that the price\nper share, with the passage of pre-determined periods of time, shall increase\nfrom the original price to higher prices.\n\n     5.4 Method of Exercising Option; Full Payment. Subject to the terms of\nArticle VII hereof and Section 6.1 and Section 6.2 hereof, options granted\npursuant to the Plan may be exercised only if the Participant was, at all times\nduring the period beginning on the date the option was granted and ending on the\ndate of such exercise, a key consultant, advisor, director or employee of the\nCompany. Options shall be exercised by written notice to the Company, addressed\nto the Company at its principal place of business. Such notice shall state the\nParticipant's election to exercise the option and the number of shares of Common\nStock in respect of which it is being exercised, and shall be signed by the\nParticipant so exercising the option. Such notice shall be accompanied by (a)\nthe Stock Option Agreement (which, if not exercised for all the shares subject\nthereto, shall be appropriately endorsed and returned to the Participant); (b)\npayment of the full purchase price of such shares, which payment shall be in\ncash, by check or in stock of the Company that has been owned by the Participant\nfor at least six months, or notes of the Company or, as agreed to by the Board,\nother consideration; and such written representations and other documents as may\nbe desirable, in the opinion of the Company's legal counsel, for purposes of\ncompliance with state or Federal securities or other laws. In the case of\npayment made in stock of the Company, the stock shall be valued at its Fair\n\n\n                                       6\n\n\nMarket Value (as hereinafter defined) on the last business day prior to the date\nof exercise. The term 'Fair Market Value' for the Common Stock on any particular\ndate shall mean the last reported sale price of the Common Stock on the\nprincipal market on which the Common Stock trades on such date or, if no trades\nof Common Stock are made or reported on such date, then on the next preceding\ndate on which the Common Stock traded. The Company shall deliver a certificate\nor certificates representing shares of Common Stock purchased pursuant to such\nnotice to the purchaser as soon as practicable after receipt of such notice,\nsubject to Article IX hereof. Any of the Committees or the Board may amend an\nalready outstanding Stock Option Agreement to add a provision permitted by\nclause (b) of this Section 5.4, and no such amendment, by itself, shall be\ndeemed to constitute the grant of a new option for purposes of this Plan.\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 a stock\ncertificate in respect of such shares. No adjustment shall be made for dividends\nor other rights for which the record date is prior to the date such stock\ncertificate 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\n                                       7\n\n\n                                   ARTICLE VI\n\n                          Termination; Transferability\n\n     6.1 Termination. Except as otherwise provided in connection with the grant\nof any option or the termination of any Participant, the right to exercise any\nunexercised portion of any option granted under the Plan shall terminate on the\ndate of termination of the relationship between the Participant and the Company,\nfor any reason, without regard to cause, other than by reason of death or\ndisability. The option may not be exercised thereafter, and the shares of Common\nStock subject to the unexercised portion of such option may again be subject to\nnew options under the Plan. Such restrictions shall not apply to the options\ngranted pursuant to Article VII which shall be exercisable in accordance with\nthe terms thereof.\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 he is a\nconsultant, advisor, director or employee 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 (a) in the case of\ndeath, by the person or persons to whom the Participants rights under the option\nshall pass by will or the laws of descent and distribution, and in the case of\ndisability, by such Participant or his legal representative, and (b) if and to\nthe extent that he was entitled to exercise the option at the date of his death\nor disability. Such restrictions shall not apply to the options of Participating\nDirectors which shall be exercisable in accordance with the terms set forth in\nArticle VII hereof.\n\n\n                                       8\n\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 guardian or legal representative, or (if authorized in the\napplicable Stock Option Agreement) such Participant's transferee pursuant to a\nQDRO.\n\n                                   ARTICLE VII\n\n                                Directors' Grants\n\n     7.1 Eligibility. Annually, on February 15 of each of the Company's Fiscal\nYears, any Director of the Company who at the time is not a full-time employee\nof the Company (a 'Participating Director'), shall be granted an option for\n2,500 shares of Common Stock. Each person who becomes a Participating Director\nafter the first day of the Company's fiscal year and within nine months of that\ndate shall be granted, on the date that person becomes a Participating Director,\nan option for a number of shares of Common Stock determined by pro rating the\nnormal 2,500 share annual amount based on the period of time remaining in the\nfiscal year in which such person becomes a Participating Director. No person who\nowns 10% or more of the outstanding Common Stock of the Company (including\nshares of Common Stock issuable upon exercise of outstanding options and\nwarrants), shall be granted options under this Article. Options under this\nArticle are non-discretionary.\n\n\n                                       9\n\n\n     7.2 Options Terms. Options granted under this Article VII shall not be\nexercisable until the date upon which the option holder has provided one year of\ncontinuous service as a Participating Director following the date of grant of\nsuch option. Options granted pursuant to this Article shall have an exercise\nprice equal to the Fair Market Value (as hereinafter defined) of the Common\nStock on the date of the grant. The term 'Fair Market Value' for the Common\nStock on any particular date shall mean the last reported sale price of the\nCommon Stock on the principal market on which the Common Stock trades on such\ndate or, if no trades of Common Stock are made or reported on such date, then on\nthe next preceding date on which the Common Stock traded. Notwithstanding any\nother provisions of this Plan, options granted under this Article shall remain\nexercisable for ten years after the date of grant and the option holder (or his\nlegal representative or that of his estate) may continue to exercise an option\nnotwithstanding that the holder ceases to be a Participating Director.\n\n     7.3 Other Provisions. In all other respects, Options granted under this\nArticle VII shall be subject to the other provisions of the Plan, including but\nnot limited to those governing method of exercise, exercise payment, tax\nwithholding, and transferability. Notwithstanding any other provisions of this\nPlan, the provisions of this Article VII may not be amended more than once every\nsix months, other than to comport with changes in the Code.\n\n                                  ARTICLE VIII\n\n                               Capital Adjustments\n\n     8.1 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,\n\n\n                                       10\n\n\nreorganization, recapitalization, stock dividend, split-up, combination of\nshares, exchange of shares, issuance of rights to subscribe, or change in\ncapital structure), appropriate adjustments shall be made by any of the\nCommittees or the Board as to the maximum number of shares subject to the Plan\nand the number of shares and price per share subject to outstanding options as\nshall be equitable to prevent dilution or enlargement of option rights. Any\ndetermination made by any of the Committees or the Board under this Article VIII\nshall be final, binding and conclusive upon each Participant.\n\n                                   ARTICLE IX\n\n                            Legal Requirements, Etc.\n\n     9.1 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     9.2 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 immediately be 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 sale, transfer, or assignment will not be in violation\n     of the Securities Act of 1933, as \n\n\n                                       11\n\n\n     amended, applicable rules and regulations of the Securities and Exchange\n     Commission and any applicable state securities laws.\n\n     9.3 Private Offering. The options to be granted under the Plan are\navailable only to a limited number of present and future key consultants,\nadvisors, directors and employees of the Company 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, but the neglect or failure to confirm the same in writing shall not be\na limitation of such agreement.\n\n                                    ARTICLE X\n\n                                     General\n\n     10.1 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\n                                       12\n\n\n     10.2 Right of the Company to Terminate Relationship. Nothing contained in\nthe Plan or in a Stock Option Agreement shall confer upon any Participant any\nright to be continued as a consultant, advisor, director or employee of the\nCompany, or interfere in any way with the right of the Company to terminate such\nrelationship for any reason whatsoever, with or without cause, at any time.\n\n     10.3 No Obligation to Exercise. The granting of an option hereunder shall\nimpose no obligation upon the Participant to exercise such option.\n\n     10.4 Effectiveness of Plan. The Plan shall become effective upon its\nadoption by the Board. Options may be granted under the Plan prior to the\napproval of the Plan by the Shareholders, but no such option may be exercised\nprior to such approval.\n\n     10.5 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.\n\n     10.6 Tax Requirements. The exercise or surrender of any option under this\nPlan shall constitute a Participant's full and complete consent to whatever\naction any of the Committees or the Board elect to satisfy the Federal and state\nwithholding requirements, if any, which the Committee in its discretion deems\napplicable to such exercise.\n\n     10.7 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 the Board's discretion made in good faith is binding on all\npersons. A misstatement or other mistake\n\n\n                                       13\n\n\nof fact shall be corrected when it becomes known, and the person responsible\nshall make such adjustment on account thereof as he considers equitable and\npracticable.\n\n     10.8 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     10.9 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     10.10 Certain Definitions.\n\n     10.10.1 'Parent'. The term 'parent' shall mean a 'parent corporation' as\ndefined in Section 424(e) of the Code.\n\n     10.10.2 'Subsidiary'. The term 'subsidiary' shall mean a 'subsidiary\ncorporation' as defined in Section 424(f) of the Code.\n\n     10.10.3 'Disabled'. The term 'disabled' shall have the definition set forth\nin 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-38253","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\/38253","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=38253"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38253"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38253"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38253"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}