{"id":40630,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-option-plan-for-non-employee-directors-bio-technology.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-plan-for-non-employee-directors-bio-technology","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-option-plan-for-non-employee-directors-bio-technology.html","title":{"rendered":"Stock Option Plan for Non-Employee Directors &#8211; Bio-Technology General Corp."},"content":{"rendered":"<pre>                          BIO-TECHNOLOGY GENERAL CORP.\n                  STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS\n\n     1. Purpose.\n\n     The purpose of this 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 \n\n\n                                      -1-\n\n\n\nParagraph 10), or (iv) extend the period during which outstanding options\ngranted under the Plan may be exercised; and provided further that Paragraph 5\nof the Plan shall not be amended more than once every six months other than to\ncomply with changes in the Internal Revenue Code of 1986, as amended, or the\nEmployee Retirement Income Security Act of 1974, as amended, or the rules\nthereunder.\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 re-elected as a non-employee director at the time\nthe Plan is adopted by the stockholders of the Corporation shall on the date of\nsuch adoption of the Plan (the 'Initial Grant Date') be issued an option to\npurchase 7,500 shares of the Corporation's Common Stock (the 'Initial Option')\nat the following price for the following term and otherwise in accordance with\nthe 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     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\n\n                                      -2-\n\n\n\n(the 'NYSE') or the American Stock Exchange (the 'ASE'), the average of the high\nand low sale price of the Common Stock on such date or, if no sale takes place\non such date, the average of the highest closing bid and lowest closing asked\nprices of the Common Stock on such exchange, in each case as officially reported\non the NYSE or the ASE, or (B) if no shares of Common Stock are then listed or\nadmitted to trading on the NYSE or the ASE, the average of the high and low sale\nprices of the Common Stock on such date on the NASDAQ National Market or, if no\nshares of Common Stock are then quoted on the NASDAQ National Market, the\naverage of the closing bid and highest asked prices of the Common Stock on such\ndate on NASDAQ or, if no shares of Common Stock are then quoted on NASDAQ, the\naverage of the highest bid and lowest asked prices of the Common Stock on such\ndate as reported in the over-the-counter system. If no closing bid and highest\nasked prices thereof are then so quoted or published in the over-the-counter\nmarket, 'Fair Market Value' shall mean the fair value per share of Common Stock\n(assuming for the purposes of this calculation the economic equivalence of all\nshares of classes of capital stock), as determined on a fully diluted basis in\ngood faith by the Board, as of a date which is 15 days preceding such Grant\nDate.\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, and subject to Section\n7(iii) below, each Option granted under the Plan may be exercisable as to 25% of\nthe total number of shares issuable under such Option on the date six months\nafter the date of grant and as to an additional 25% on each of the first, second\nand third anniversaries of the date of 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)\n\n\n                                      -3-\n\n\n\nthere shall be consummated (x) any consolidation or merger of the Corporation in\nwhich the Corporation is not the continuing or surviving corporation or pursuant\nto which shares of the Corporation's Common Stock would be converted into cash,\nsecurities or other property, other than a merger of the Corporation in which\nthe holders of the Corporation's Common Stock immediately prior to the merger\nhave the same proportionate ownership of common stock of the surviving\ncorporation immediately after the merger, or (y) any sale, lease, exchange or\nother transfer (in one transaction or a series of related transactions) of all,\nor substantially all, of the assets of the Corporation, or (ii) the stockholders\nof the Corporation shall approve any plan or proposal for liquidation or\ndissolution of the Corporation, or (iii) any person (as such term is used in\nSection 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended\n(the 'Exchange Act')), shall become the beneficial owner (within the meaning of\nRule 13d-3 under the Exchange Act) of 40% or more of the Corporation's\noutstanding Common Stock other than pursuant to a plan or arrangement entered\ninto by such person and the Corporation, or (iv) during any period of two\nconsecutive years, individuals who at the beginning of such period constitute\nthe entire Board of Directors shall cease for any reason to constitute a\nmajority thereof unless the election, or the nomination for election by the\nCorporation's stockholders, of each new director was approved by a vote of at\nleast two-thirds of the directors then still in office who were directors at the\nbeginning of the period.\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,\n\n\n                                      -4-\n\n\n\nto the number and option exercise price per share of Common Stock which may be\npurchased under any outstanding Options. In the case of a merger, consolidation\nor similar transaction which results in a replacement of the Corporation's\nCommon Stock and stock of another corporation but does not constitute a Change\nin Control of the Corporation, the Corporation will make a reasonable effort,\nbut shall not be required, to replace any outstanding Options granted under the\nPlan with comparable options to purchase the stock of such other corporation, or\nwill provide for immediate maturity of all outstanding Options, with all Options\nnot being exercised within the time period specified by the Board of Directors\nbeing 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     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\n                                      -5-\n\n\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                                      -6-\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-40630","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\/40630","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=40630"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40630"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40630"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40630"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}