{"id":38296,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1998-employee-stock-purchase-plan-bio-technology-general-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-employee-stock-purchase-plan-bio-technology-general-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-employee-stock-purchase-plan-bio-technology-general-corp.html","title":{"rendered":"1998 Employee Stock Purchase Plan &#8211; Bio-Technology General Corp."},"content":{"rendered":"<pre>                         BIO-TECHNOLOGY GENERAL CORP.\n                       1998 EMPLOYEE STOCK PURCHASE PLAN\n\n\n1.    PURPOSE\n\n      The purpose of this 1998 Employee Stock Purchase Plan (the 'Plan') is to\nprovide employees of Bio-Technology General Corp. (the 'Company') and its\nsubsidiaries who wish to become stockholders of the Company an opportunity to\npurchase shares of Common Stock of the Company (the 'Shares'). The Plan is\nintended to qualify as an 'employee stock purchase plan' within the meaning of\nSection 423 of the Internal Revenue Code of 1986, as amended (the 'Code').\n\n2.    ELIGIBLE EMPLOYEES\n\n      Subject to the provisions of Sections 7, 8 and 9 below, any individual who\nis in the full-time employment of the Company or any subsidiary (as defined in\nSection 424(f) of the Code) of the Company on the day on which a Grant Date (as\ndefined in Section 3 below) occurs is eligible to participate in an offering of\nShares made by the Company hereunder. Full-time employment shall mean customary\nemployment by the Company or any subsidiary for:\n\n      (a)  20 hours or more per week; and\n\n      (b) more than five months in the calendar year.\n\n3.    GRANT DATES\n\n      From time to time, the Board of Directors may fix a date (a 'Grant Date')\nor a series of dates (each of which is a 'Grant Date') on which the Company will\ngrant rights to purchase Shares ('Rights') to employees eligible to participate.\n\n4.    PRICES\n\n      The purchase price per Share for Shares covered by a grant of Rights\nhereunder shall be determined by the Board of Directors on or prior to the Grant\nDate, but in no event shall be less than the lesser of:\n\n            (a) eighty-five percent (85%) of the fair market value of a Share on\n      the Grant Date; or\n\n            (b) eighty-five percent (85%) of the fair market value of a Share on\n      the date such Right is exercised as to that Share.\n\n      For purposes of the Plan, the term 'fair market value' on any date means:\n\n\n\n\n\n\n\n            (a) the closing price (on that date) of the Common Stock on the\n      principal national securities exchange on which the Common Stock is\n      traded, if the Common Stock is then traded on a national securities\n      exchange;\n\n            (b) the last reported sale price (on that date) of the Common Stock\n      on the Nasdaq National Market or SmallCap Market, if the Common Stock is\n      then traded on one of such markets; or\n\n            (c) the average of the closing bid and asked prices last quoted (on\n      that date) by an established quotation service for over-the-counter\n      securities, if the Common Stock is not reported on a national securities\n      exchange, the Nasdaq National Market or the Nasdaq SmallCap market.\n\n5.    EXERCISE OF RIGHTS AND METHOD OF PAYMENT\n\n      (a) Rights granted under the Plan will be exercisable on specific dates as\ndetermined by the Board of Directors.\n\n      (b) The method of payment for Shares purchased upon exercise of Rights\ngranted hereunder shall be through regular payroll deductions or by lump sum\ncash payment, or both, as determined by the Board of Directors. No interest\nshall be paid upon payroll deductions or other payments in exercise of Rights\nunless specifically provided for by the Board of Directors.\n\n6.    TERMS OF RIGHTS\n\n      Rights granted hereunder shall be exercisable during a twenty-seven (27)\nmonth period beginning on the Grant Date or such shorter period as determined by\nthe Board of Directors<font size=\"2\">. All Rights granted to an employee shall terminate upon\ntermination of employment of the employee. Any amounts received or withheld by\nthe Company from or on behalf of a participating employee with respect to a\nRight granted hereunder and not utilized for the purchase of Shares upon\nexercise of such Right shall be promptly returned to such employee by the\nCompany after termination of such Right, except that amounts that were not so\nutilized because such amounts were insufficient to purchase a whole Share may be\napplied toward the purchase of Shares pursuant to a Right subsequently granted\nhereunder, if any.\n\n7.    SHARES SUBJECT TO THE PLAN\n\n      No more than three million (3,000,000) Shares may be sold pursuant to\nRights granted under the Plan. Appropriate adjustments in the above figure, in\nthe number of Shares covered by outstanding Rights granted hereunder, in the\nexercise price of the Rights and in the maximum number of Shares which an\nemployee may purchase (pursuant to Section 9 below) shall be made to give effect\nto any mergers, consolidations, reorganizations, recapitalizations, stock\nsplits, stock dividends or other relevant changes in the capitalization of the\nCompany occurring after the effective date of the Plan, provided that no\nfractional Shares shall be subject to a Right and each Right shall be adjusted\ndownward to the nearest full Share. Any agreement of merger or consolidation\nwill include provisions for protection of the then existing Rights of\n\n                                     2\n\n\n\n\n\nparticipating employees under the Plan. Either authorized and unissued Shares or\nissued Shares heretofore or hereafter reacquired by the Company may be made\nsubject to Rights under the Plan. If for any reason any Right under the Plan\nterminates in whole or in part, Shares subject to such terminated Right may\nagain be subject to a Right under the Plan.\n\n8.    LIMITATIONS ON GRANTS\n\n      Anything to the contrary notwithstanding, pursuant to Section 423 of the\nCode:\n\n            (a) No employee shall be granted a Right hereunder if such employee,\n      immediately after the Right is granted, owns stock possessing five percent\n      (5%) or more of the total combined voting power or value of all classes of\n      sto<\/font>ck of the Company or any subsidiary, in each case computed in\n      accordance with Section 423<font size=\"2\">(b)(3) and 424(d) of the Code.\n\n            (b) No employee shall be granted a Right which permits his Rights to\n      purchase Shares under all employee stock purchase plans of the Company and\n      its subsidiaries to accrue at a rate which exceeds twenty-five thousand\n      dollars ($25,000) (or such other maximum as may be prescribed from time to\n      time by the Code) of fair market value of such Shares (determined at the\n      time such Right is granted) for each calendar year in which such Right is\n      outstanding at any time, all in accordance with the provisions of Section\n      423(b)(8) of the Code.\n\n9.    LIMITS ON PARTICIPATION\n\n      (a) Participation shall be limited to eligible employees who enroll under\nthe Plan. All participating employees will have the same rights and privileges\nunder the Plan to the extent required by Section 423(b)(5) of the Code.\n\n      (b) No Right granted to any participating employee shall cover more than\ntwelve thousand (12,000) Shares.\n\n10.   CANCELLATION OF ELECTION TO PARTICIPATE\n\n      An employee who has elected to participate in the Plan may, unless the\nemployee has waived this cancellation right at the time of such election in a\nmanner established by the Administrator (as defined in Section 18), cancel such\nelection as to all (but not less than all) of the Rights granted by giving\nwritten notice of such cancellation to the Company before the next exercise date\nspecified by the Board of Directors. Any amounts paid by the employee or\nwithheld for the purchase of Shares from the employee's compensation through\npayroll deductions shall be paid to the employee or to the employee's estate,\nwithout interest.\n\n11.   TERMINATION OF EMPLOYMENT\n\n      Upon termination of employment for any reason, including the death of the\nemployee, before the date on which an outstanding Right granted under the Plan\nis exercisable, such Right shall immediately terminate and amounts paid by the\nemployee\n\n                                     3\n\n\n\n\n\nor withheld for the purchase of Shares from the employee's compensation through\npayroll deductions shall be paid to the employee or to the employee's estate,\nwithout interest.\n\n12.   LIMITS ON SALE OF STOCK PURCHASED UNDER THE PLAN\n\n      The Plan is intended to provide Shares for investment and not for resale.\nThe Company does not, however, intend to restrict or influence any employee in\nthe conduct of his or her own affairs. An employee may, therefore, sell Shares\npurchase<\/font>d under the Plan at any time the employee chooses, subject to compliance\nwith any applicable federal o<font size=\"2\">r state securities laws; provided, however, that\nbecause of certain federal tax requirements, each employee agrees, by entering\nthe Plan, promptly to give the Company notice of any such Shares disposed of\nwithin two years after the date of grant of the applicable Right, showing the\nnumber of such Shares disposed of.\n\n13.   EMPLOYEE'S RIGHTS AS STOCKHOLDER\n\n      No participating employee shall have any rights as a stockholder in the\nShares covered by a Right granted hereunder until such Right has been exercised,\nfull payment has been made for the corresponding Shares and the purchase has\nbeen entered in the records of the Transfer Agent <\/font>for the Shares.\n\n14.   RIGHTS NOT TRANSFERABLE\n\n      Rights under the Plan are not assignable or transferable by a\nparticipating employee.\n\n15.   AMENDMENTS OR DISCONTINUANCE OF THE PLAN\n\n      The Board of Directors of the Company shall have the right to amend,\nmodify or terminate the Plan at any time without notice; provided, however, that\nthe then existing Rights of all participating employees shall not be adversely\naffected thereby, except that in the case of a participating employee of a\nforeign subsidiary of the Company the Plan may be varied to conform with local\nlaws, and provided further that, subject to the provisions of Section 7 above,\nno such amendment to the Plan shall, without the approval of the stockholders of\nthe Company:\n\n            (a) Increase the total number of Shares which may be offered under\n      the Plan; or\n\n            (b) Amend the Plan in any manner which would render Rights granted\n      hereunder unqualified for special tax treatment under Section 421 of the\n      Code.\n\n16.   EFFECTIVE DATE AND APPROVALS\n\n      The Plan shall become effective as of August 1, 1998. The Company's\nobligation to offer, sell or deliver its Shares under the Plan is subject to the\napproval of the Company's stockholders and any governmental approval required in\nconnection with the authorized issuance or sale of such Shares and is further\nsubject to the\n\n                                     4\n\n\n\n\n\ndetermination by the Company that all applicable securities laws have been\ncomplied with.\n\n17.   TERM OF THE PLAN\n\n      No Rights may be granted under the Plan after December 31, 2006.\n\n18.   ADMINISTRATION OF THE PLAN\n\n      The Board of Directors or any committee or person(s) to whom it delegates\nits authority (the 'Administrator') shall administer, interpret and apply all\nprovisions of the Plan. The Administrator may waive such provisions of the Plan\nas it deems necessary to meet special circumstances not anticipated or covered\nexpressly by the Plan. Nothing contained in this Section shall be deemed to\nauthorize the Administrator to alter or administer the provisions of the Plan in\na manner inconsistent with the provisions of Section 423 of the Code.\n\n\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":[9539,9545],"class_list":["post-38296","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\/38296","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=38296"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38296"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38296"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38296"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}