{"id":38283,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1997-stock-option-plan-for-non-employee-directors.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1997-stock-option-plan-for-non-employee-directors","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1997-stock-option-plan-for-non-employee-directors.html","title":{"rendered":"1997 Stock Option Plan for Non-Employee Directors &#8211; Bio-Technology General Corp."},"content":{"rendered":"<pre>                          BIO-TECHNOLOGY GENERAL CORP.\n\n                1997 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS\n\n     1. Purpose.\n\n     The purpose of this 1997 Stock Option Plan for Non-Employee Directors (the\n'Plan') of Bio-Technology General Corp. (the 'Corporation') is to strengthen the\nCorporation's ability to attract and retain the services of knowledgeable and\nexperienced persons who, through their efforts and expertise, can make a\nsignificant contribution to the success of the Corporation's business by serving\nas members of the Corporation's Board of Directors and to provide additional\nincentive for such directors to continue to work for the best interests of the\nCorporation and its stockholders through ownership of its Common Stock, $.01 par\nvalue (the 'Common Stock'). Accordingly, the Corporation will grant to each\nnon-employee director options to purchase shares of the Corporation's Common\nStock on the terms and conditions hereafter established.\n\n     2. Stock Subject to Plan.\n\n     The Company may issue and sell a total of 500,000 shares of its Common\nStock pursuant to the Plan. Such shares may be either authorized and unissued or\nheld by the Company in its treasury. New options may be granted under the Plan\nwith respect to shares of Common Stock which are covered by the unexercised\nportion of an option which has terminated or expired by its terms, by\ncancellation or otherwise.\n\n     3. Administration of the Plan.\n\n     The Plan shall be administered by the Board of Directors of the Corporation\n(the 'Board'). The interpretation and construction by the Board of any\nprovisions of the Plan or of any other matters related to the Plan shall be\nfinal. The Board may from time to time adopt such rules and regulations for\ncarrying out the Plan as it may deem advisable. No member of the Board shall be\nliable for any action or determination made in good faith with respect to the\nPlan.\n\n     The Board of Directors may at any time amend, alter, suspend or terminate\nthe Plan; provided, however, that any such action would not impair any option to\npurchase Common Stock theretofore granted under the Plan; and provided further\nthat without the approval of the Corporation's stockholders, no amendments or\nalterations would be made which would (i) increase the number of shares of\nCommon Stock that may be purchased by each non-employee director under the Plan\n(except as permitted by Paragraph 10), (ii) increase the aggregate number of\nshares of Common Stock as to which options may be granted under the Plan (except\nas permitted by Paragraph 10), (iii) decrease the option exercise price (except\nas permitted by Paragraph 10), or (iv) extend the period during which\noutstanding options granted under the Plan may be exercised; and provided\nfurther that Paragraph 5 of the Plan shall not be amended more than once every\nsix months other than to comply with changes in\n\n\n\n\n\n\nthe Internal Revenue Code of 1986, as amended, or the Employee Retirement Income\nSecurity Act of 1974, as amended, or the rules thereunder.\n\n     4. Eligibility.\n\n     All non-employee directors of the Corporation shall be eligible to receive\noptions under the Plan. Receipt of stock options under any other stock option\nplan maintained by the Corporation or any subsidiary shall not, for that reason,\npreclude a director from receiving options under the Plan.\n\n     5. Grants.\n\n     (i) Each person who is a non-employee director at the time the Plan is\nadopted by the stockholders of the Corporation shall on the date of such\nadoption of the Plan (the 'Initial Grant Date') be issued an option to purchase\n7,500 shares of the Corporation's Common Stock (the 'Initial Option') at the\nfollowing price for the following term and otherwise in accordance with the\nterms of the Plan:\n\n          (a) The option exercise price per share of Common Stock shall be the\n     Fair Market Value (as defined below) of the Common Stock covered by such\n     Initial Option on the Initial Grant Date.\n\n          (b) Except as provided herein, the term of an Initial Option shall be\n     for a period of ten (10) years from the Initial Grant Date.\n\n     (ii) In addition, each non-employee director shall, on each subsequent date\nof such non-employee director's re-election to the Board at the Company's annual\nmeeting of stockholders (the 'Additional Grant Date'), be granted an option to\npurchase 7,500 shares of the Corporation's Common Stock (the 'Additional\nOption') at the following price for the following term and otherwise in\naccordance with the terms of the Plan:\n\n          (a) The option exercise price per share of Common Stock shall be the\n     Fair Market Value (as defined below) of the Common Stock covered by such\n     Additional Option on the Additional Grant Date.\n\n          (b) Except as provided herein, the term of an Additional Option shall\n     be for a period of ten (10) years from the Additional Grant Date.\n\n     (iii) 'Fair Market Value' shall mean, for each Grant Date, (A) if the\nCommon Stock is listed or admitted to trading on the New York Stock Exchange\n(the 'NYSE') or the American Stock Exchange (the 'ASE'), the closing sale price\nof the Common Stock on such date, as officially reported on the NYSE or the ASE,\nor (B) if no shares of Common Stock are then listed or admitted to trading on\nthe NYSE or the ASE, the closing sale price or, if none, the average of the\nclosing bid and asked prices, of the Common Stock on such date on the Nasdaq\nNational Market or, if no shares of Common Stock are then quoted on the Nasdaq\nNational Market, the average of the closing bid and asked prices of the Common\nStock on such date on NASDAQ or, if no shares of Common Stock are then quoted on\nNASDAQ, the\n\n                                       2\n\n\n\n\naverage of the bid and asked prices of the Common Stock on such date as reported\nin the over-the-counter system. If no closing bid and asked prices thereof are\nthen so quoted or published in the over-the-counter market, 'Fair Market Value'\nshall mean the fair value per share of Common Stock (assuming for the purposes\nof this calculation the economic equivalence of all shares of classes of capital\nstock), as determined on a fully diluted basis in good faith by the Board, as of\na date which is 15 days preceding such Grant Date.\n\n     (iv) Options granted hereunder shall not be 'incentive stock options'\nwithin the meaning of Section 422 of the Internal Revenue Code of 1986, as\namended.\n\n     6. Regulatory Compliance and Listing.\n\n     The issuance or delivery of any Option may be postponed by the Corporation\nfor such period as may be required to comply with the Federal securities laws,\nany applicable listing requirements of any applicable securities exchange and\nany other law or regulation applicable to the issuance or delivery of such\nOptions, and the Corporation shall not be obligated to issue or deliver any\nOptions if the issuance or delivery of such options would constitute a violation\nof any law or any regulation of any governmental authority or applicable\nsecurities exchange.\n\n     7. Restrictions on Exercisability and Sale.\n\n     (i) Except as provided in Section 7(ii) below, each Option granted under\nthe Plan may be exercisable as to 25% of the total number of shares issuable\nunder such Option on the date six months after the date of grant and as to an\nadditional 25% on each of the first, second and third anniversaries of the date\nof grant.\n\n     (ii) If any event constituting a 'Change in Control of the Corporation'\nshall occur, all Options granted under the Plan which are outstanding at the\ntime a Change of Control of the Corporation shall occur shall immediately become\nexercisable. A 'Change in Control of the Corporation' shall be deemed to occur\nif (i) there shall be consummated (x) any consolidation or merger of the\nCorporation in which the Corporation is not the continuing or surviving\ncorporation or pursuant to which shares of the Corporation's Common Stock would\nbe converted into cash, securities or other property, other than a merger of the\nCorporation in which the holders of the Corporation's Common Stock immediately\nprior to the merger have the same proportionate ownership of common stock of the\nsurviving corporation immediately after the merger, or (y) any sale, lease,\nexchange or other transfer (in one transaction or a series of related\ntransactions) of all, or substantially all, of the assets of the Corporation, or\n(ii) the stockholders of the Corporation shall approve any plan or proposal for\nliquidation or dissolution of the Corporation, or (iii) any person (as such term\nis used in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as\namended (the 'Exchange Act')), shall become the beneficial owner (within the\nmeaning of Rule 13d-3 under the Exchange Act) of 40% or more of the\nCorporation's outstanding Common Stock other than pursuant to a plan or\narrangement entered into by such person and the Corporation, or (iv) during any\nperiod of two consecutive years, individuals who at the beginning of such period\nconstitute the entire Board of Directors shall cease for any reason to\nconstitute a majority thereof unless the election, or the nomination for\nelection by the Corporation's stockholders,\n\n                                       3\n\n\n\n\nof each new director was approved by a vote of at least two-thirds of the\ndirectors then still in office who were directors at the beginning of the\nperiod.\n\n     8. Cessation as Director.\n\n     In the event that the holder of an Option granted pursuant to the Plan\nshall cease to be a director of the Corporation for any reason (other than\ndeath) such holder may exercise any portion of the Option that is exercisable by\nhim at the time he ceases to be a director of the Corporation, but only to the\nextent such Option is exercisable as of such date, within six months after the\ndate he ceases to be a director of the Corporation.\n\n     9. Death.\n\n     In the event that a holder of an Option granted pursuant to the Plan shall\ndie, any option granted to such holder shall be immediately and automatically\naccelerated and become fully vested and all unexercised Options shall be\nexercisable by his estate, personal representative or beneficiary, for a period\nof twelve months after the date of his death.\n\n     10. Stock Splits, Mergers, etc.\n\n     In the event of any stock split, stock dividend or similar transaction\nwhich increases or decreases the number of outstanding shares of Common Stock,\nappropriate adjustment shall be made by the Board of Directors, whose\ndetermination shall be final, to the number and option exercise price per share\nof Common Stock which may be purchased under any outstanding Options. In the\ncase of a merger, consolidation or similar transaction which results in a\nreplacement of the Corporation's Common Stock and stock of another corporation\nbut does not constitute a Change in Control of the Corporation, the Corporation\nwill make a reasonable effort, but shall not be required, to replace any\noutstanding Options granted under the Plan with comparable options to purchase\nthe stock of such other corporation, or will provide for immediate maturity of\nall outstanding Options, with all Options not being exercised within the time\nperiod specified by the Board of Directors being terminated.\n\n     11. Transferability.\n\n     Options are not assignable or transferable, except upon the optionholder's\ndeath to a beneficiary designated by the optionee in accordance with procedures\nestablished by the Board or, if no designated beneficiary shall survive the\noptionholder, pursuant to the optionholder's will or by the laws of descent and\ndistribution, to the extent set forth in Section 9 and during the optionholder's\nlifetime, may be exercised only by him.\n\n                                       4\n\n\n\n\n\n     12. Exercise of Options.\n\n     An optionholder electing to exercise an Option shall give written notice to\nthe Corporation of such election and of the number of shares of Common Stock\nthat he has elected to acquire. An optionholder shall have no rights of a\nstockholder with respect to shares of Common Stock covered by his Option until\nafter the date of issuance of a stock certificate to him upon partial or\ncomplete exercise of his option.\n\n     13. Payment.\n\n     The Option exercise price shall be payable in cash, check or in shares of\nCommon Stock upon the exercise of the Option. If the shares of Common Stock are\ntendered as payment of the Option exercise price, the value of such shares shall\nbe the Fair Market Value as of the date of exercise. If such tender would result\nin the issuance of fractional shares of Common Stock, the Corporation shall\ninstead return the difference in cash or by check to the director.\n\n     14. Obligation to Exercise Option.\n\n     The granting of an Option shall impose no obligation on the director to\nexercise such option.\n\n     15. Continuance as Director.\n\n     Nothing in the Plan shall be deemed to create any obligation on the part of\nthe Board to nominate any director for reelection by the Corporation's\nstockholders.\n\n     16. Term of Plan.\n\n     The Plan shall be effective as of the date on which it is adopted by the\nstockholders of the Company. The Plan will terminate on the date ten years after\nthe date of adoption by the stockholders of the Company, unless sooner\nterminated by the Board. The rights of optionees under options outstanding at\nthe time of the termination of the Plan shall not be affected solely by reason\nof the termination and shall continue in accordance with the terms of the option\n(as then in effect or thereafter amended).\n\n\n                                       5\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":[9539,9543],"class_list":["post-38283","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__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38283","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=38283"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38283"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38283"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38283"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}