{"id":38310,"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-non-qualified-stock-option-plan-imclone-systems-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-non-qualified-stock-option-plan-imclone-systems-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-non-qualified-stock-option-plan-imclone-systems-inc.html","title":{"rendered":"1998 Non-Qualified Stock Option Plan &#8211; ImClone Systems Inc."},"content":{"rendered":"<pre>                          IMCLONE SYSTEMS INCORPORATED\n\n               1998 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, and non-officer 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\nto be 'non-qualified' stock options under the Internal Revenue Code of 1986, as\namended (the 'Code'). \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 1,000,000 shares.\n\n----------\n(1)  Amended by the Board of Directors on July 7, 1998.\n\n\n                                       1\n\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 and Stock Option Committee (the 'Committee') or the Board of\nDirectors of the Company (the 'Board'). The Committee shall be comprised of not\nless than two persons who shall be appointed by the Board from among the members\nof the Board.\n\n      3.2   Duration; Removal; Etc. The members of the Committee shall serve at\nthe pleasure of the Board, which shall have the power at all times to remove\nmembers from the Committee or to add members thereto. Vacancies in the\nCommittee, however caused, shall be filled by action of the Board.\n\n      3.3   Meetings; Actions of Committee. The Committee may select one of its\nmembers as its Chairman and shall hold meetings at such times and places as it\nmay determine. All decisions or determinations of the Committee and the Board\nshall be made by the majority vote or decision of all of its members, whether\npresent at a meeting or not; provided, however, that any decision or\ndetermination reduced to writing and signed by all of the members shall be as\nfully effective as if this had been made at a meeting duly called and held. The\nCommittee and the Board may make such rules and regulations for the conduct of\nits business not inconsistent herewith as it may deem advisable.\n\n\n                                       2\n\n\n      3.4   Interpretation. The interpretation and construction by the Committee\nor the Board of the provisions of the Plan or of the options granted hereunder\nshall be final, unless in the case of the Committee otherwise determined by the\nBoard. No member of the Board or of the Committee shall be liable for an action\ntaken 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.\n\n                                   ARTICLE IV\n\n            Participants; Participation Guidelines; Duration of Plan\n\n      4.1   Eligibility and Participation. Options shall be granted only to\npersons ('Participants') who at the time of granting are key consultants,\nadvisors, or non-officer employees of the Company or a subsidiary. The Committee\nor the Board shall determine the key consultants, advisors, and non-officer\nemployees to be granted options hereunder, the number of shares of Common Stock\nsubject to such options, the exercise prices of options, the terms thereof and\nany other provisions not inconsistent with the Plan. Persons who are disabled\nwithin the meaning of the Code shall not be eligible for the grant of options.\n\n      4.2   Guidelines for Participation. In selecting Participants and\ndetermining the numbers of shares of Common Stock for which options are to be\ngranted, either the Committee or the Board shall consult with officers and\ndirectors of the Company, and shall take into account the duties of the\nrespective persons, their present and potential contributions to the success of\nthe Company, and such other factors of the Committee or the Board shall deem\nrelevant.\n\n\n                                       3\n\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 Committee and the Board.\n\n                                    ARTICLE V\n\n                         Terms and Conditions of Options\n\n      5.1   Individual Stock Option Agreements. All stock options granted\npursuant to the Plan shall be evidenced by stock option agreements ('Stock\nOption Agreements'), which need not be identical, between the Company and the\nParticipant in such form as any of the Committee or the Board shall from time to\ntime 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 the Committee 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 said term as the\nCommittee or the Board may determine; provided that no option granted pursuant\nto the Plan shall be exercisable after the expiration of ten years from the date\nsuch option is granted. Except as otherwise provided in any Stock Option\nAgreement, an option may be exercised at any time or from time to time during\nthe term of the option as to any or all full (but no fractional) shares which\nhave become purchasable under such option. The Committee or the Board shall have\nthe right to accelerate, in whole or in part, from time to time, conditionally\nor unconditionally, the right to exercise any option granted hereunder.\n\n      5.3   Option Price. The price at which the shares of Common Stock subject\nto each option granted under this Plan may be purchased (the 'option price' or\n'exercise price') shall be \n\n\n                                       4\n\n\ndetermined by any of the Committee or the Board, which shall have the authority\nat the time the option is granted to prescribe in any Stock Option Agreement\nthat the price per share, with the passage of pre-determined periods of time,\nshall increase from the original price to higher prices.\n\n      5.4   Method of Exercising Option; Full Payment. Subject to the terms of\nSection 6.1 and Section 6.2 hereof, options granted pursuant to the Plan may be\nexercised only if the Participant was, at all times during the period beginning\non the date the option was granted and ending on the date of such exercise, a\nkey consultant, advisor or a non-officer employee of the Company or a\nsubsidiary. Options shall be exercised by written notice to the Company,\naddressed to the Company at its principal place of business. Such notice shall\nstate the Participant's election to exercise the option and the number of shares\nof Common Stock in respect of which it is being exercised, and shall be signed\nby the Participant so exercising the option. Such notice shall be accompanied by\n(a) the Stock Option Agreement (which, if not exercised for all the shares\nsubject thereto, shall be appropriately endorsed and returned to the\nParticipant); (b) payment of the full purchase price of such shares, which\npayment shall be by wire transfer, certified or bank check or in stock of the\nCompany that has been owned by the Participant for at least six months, or as\nagreed to by the Board, other consideration; and such written representations\nand other documents as may be desirable, in the opinion of the Company's legal\ncounsel, for purposes of compliance with state or Federal securities or other\nlaws. In the case of payment made in stock of the Company, the stock shall be\nvalued at its Fair Market Value (as hereinafter defined) on the last business\nday prior to the date of exercise. 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 \n\n\n                                       5\n\n\npreceding date on which the Common Stock traded. The Company shall deliver a\ncertificate or certificates representing shares of Common Stock purchased\npursuant to such notice to the purchaser as soon as practicable after receipt of\nsuch notice, subject to Article VIII hereof. Either the Committee or the Board\nmay amend an already outstanding Stock Option Agreement to add a provision\npermitted by clause (b) of this Section 5.4, and no such amendment, by itself,\nshall be deemed to constitute the grant of a new option for purposes of this\nPlan.\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\nthe Plan may contain such other provisions (not inconsistent with the Plan) as\neach of the Committee or the Board may deem necessary or desirable, including,\nbut not limited to, covenants on the part of the Participant not to compete, not\nto sell Common Stock obtained from the exercise of options for specified periods\nof time, and remedies available to the Company in the event of the breach of any\nsuch covenant.\n\n                                   ARTICLE VI\n\n                          Termination; Transferability\n\n      6.1   Termination. Except as otherwise provided in connection with the\ngrant of any option or the termination of any Participant, the right to exercise\nany unexercised portion of any option granted under the Plan shall terminate on\nthe date of termination of the relationship\n\n\n                                       6\n\n\nbetween the Participant and the Company or a subsidiary, for any reason, without\nregard to cause, other than by reason of death or disability. The option may not\nbe exercised thereafter, and the shares of Common Stock subject to the\nunexercised portion of such option may again be subject to new options under the\nPlan.\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 or non-officer employee of the Company or a subsidiary, any\noptions theretofore granted to him shall be exercisable only within the next 12\nmonths immediately succeeding such death or disability and then only (a) in the\ncase of death, by the person or persons to whom the Participants rights under\nthe option shall pass by will or the laws of descent and distribution, and in\nthe case of disability, by such Participant or his legal representative, and (b)\nif and to the extent that he was entitled to exercise the option at the date of\nhis death or disability.\n\n      6.3   Transferability. Options granted to a Participant under the Plan\nshall not 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\n                                       7\n\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 either the Committee 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. Any determination made by either the Committee or the Board\nunder this Article VII shall be final, binding and conclusive upon each\nParticipant.\n\n                                  ARTICLE VIII\n\n                            Legal Requirements, Etc.\n\n      8.1   Revenue Stamps. The Company shall be responsible and shall pay for\nany transfer, revenue, or documentary stamps with respect to shares issued upon\nthe exercise of options granted under the Plan.\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 immediately be transferable:\n\n\n                                       8\n\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\n      these shares have been purchased for investment. These shares may not be\n      sold, transferred, or assigned unless, in the opinion of the Company and\n      its legal counsel, such sale, transfer, or assignment will not be in\n      violation of the Securities Act of 1933, as amended, applicable rules and\n      regulations of the Securities and Exchange Commission and any applicable\n      state 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 consultants,\nadvisors and non-officer 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 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 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 or non-officer employee of the\nCompany, or interfere in any way with the\n\n\n                                       9\n\n\nright of the Company to terminate such relationship for any reason whatsoever,\nwith or without 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 Committee and ratification of the Board. Options may be granted\nunder the Plan prior to the ratification of the Plan by the Board, but no such\noption may 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.\n\n      9.6   Tax Requirements. The exercise or surrender of any option under this\nPlan shall constitute a Participant's full and complete consent to whatever\naction the Committee 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      9.7   Interpretations and Adjustments. To the extent permitted by Law, an\ninterpretation of the Plan and a decision on any matter within either the\nCommittee or the Board's discretion made in good faith is binding on all\npersons. A misstatement or other mistake of fact shall be corrected when it\nbecomes known, and the person responsible shall make such adjustment on account\nthereof as he considers equitable and practicable.\n\n      9.8   Information. The Company shall, upon request or as may be\nspecifically required hereunder, furnish or cause to be furnished, all of the\ninformation or documentation which is \n\n\n                                       10\n\n\nnecessary or required by either the Committee or the Board to perform its duties\nand functions under the Plan.\n\n      9.9   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      9.10  Certain Definitions.\n\n      9.10.1 'Parent'. The term 'parent' shall mean a 'parent corporation' as\ndefined in Section 424(e) of the Code.\n\n      9.10.2 'Subsidiary'. The term 'subsidiary' shall mean a 'subsidiary\ncorporation' as defined in Section 424(f) of the Code.\n\n      9.10.3 'Disabled'. The term 'disabled' shall have the definition set forth\nin Section 22(a) (3) of the Code.\n\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-38310","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\/38310","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=38310"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38310"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38310"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38310"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}