Exhibit 10.1
DURECT CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN
(as last amended June 21, 2023)
The following constitute the provisions of the 2000 Employee Stock Purchase Plan of DURECT Corporation, as amended and restated effective as of the Restatement Effective Date (as defined below).
1
2
3
4
5
6
For purposes of this Section 19, an option granted under the Plan shall be deemed to be assumed, without limitation, if, at the time of issuance of the stock or other consideration upon a Corporate Transaction, each holder of an option under the Plan would be entitled to receive upon exercise of the option the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to the transaction, the holder of the number of Shares of Common Stock covered by the option at such time (after giving effect to any adjustments in the number of Shares covered by the option as provided for in this Section 19); provided however that if the consideration received in the transaction is not solely common stock of the successor corporation or its parent (as defined in Section 424(e) of the Code), the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon exercise of the option to be solely common stock of the successor corporation or its parent equal in Fair Market Value to the per Share consideration received by holders of Common Stock in the transaction.
As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention
7
to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned Applicable Laws or is otherwise advisable. In addition, no options shall be exercised or shares issued hereunder before the Plan shall have been approved by stockholders of the Company as provided in Section 24.
8
Exhibit A
DURECT CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
New Election
Change of Election
|
|
|
|
NAME: (Please print) |
|
|
|
| (First) | (Middle) | (Last) |
(Relationship) | |||
| |||
(Address) | |||
Social Security #: |
| ||
| |||
Percentage Benefit: |
|
|
| ||
NAME: (Please print) |
| ||
| (First) | (Middle) | (Last) |
(Relationship) | |||
| |||
(Address) | |||
Social Security #: |
| ||
| |||
Percentage Benefit: |
|
1
I hereby agree to notify the Company in writing within 30 days after the date of any such disposition, and I will make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the disposition of the Common Stock. The Company shall be entitled, to the extent required by applicable law, to withhold from my Compensation any amount necessary to comply with applicable tax withholding requirements with respect to the purchase or sale of shares under the Plan.
I understand that this tax summary is only a summary and is subject to change. I further understand that I should consult a tax advisor concerning the tax implications of the purchase and sale of stock under the Plan.
|
|
NAME (print): | |
|
|
SIGNATURE: | |
|
|
SOCIAL SECURITY #: | |
|
|
DATE: | |
|
|
SPOUSE’S SIGNATURE (necessary if beneficiary is not spouse): | |
|
|
| |
(Signature) | |
|
|
| |
(Print name) |
2
Exhibit B
DURECT CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
I, , hereby elect to withdraw my participation in the DURECT Corporation 2000 Employee Stock Purchase Plan (the “Plan”) for the Offering Period that began on , . This withdrawal covers all Contributions credited to my account and is effective on the date designated below.
I understand that all Contributions credited to my account will be paid to me within ten (10) business days of receipt by the Company of this Notice of Withdrawal and that my option for the current period will automatically terminate, and that no further Contributions for the purchase of shares can be made by me during the Offering Period.
The undersigned further understands and agrees that he or she shall be eligible to participate in succeeding offering periods only by delivering to the Company a new Subscription Agreement.
|
|
Dated: |
|
Signature of Employee | |
|
|
| |
Social Security Number |
3