Exhibit 4.5
LANTHEUS HOLDINGS, INC. 2018 PERFORMANCE INCENTIVE PLAN (F/K/A
PROGENICSPHARMACEUTICALS, INC.2018 PERFORMANCE INCENTIVE PLAN)
(As amended, effective June 19, 2020)
The purpose of this Lantheus Holdings, Inc. 2018 Performance Incentive Plan (formerly known as Progenics Pharmaceuticals, Inc. 2018 Performance Incentive Plan) (this “Plan”) of Lantheus Holdings, Inc., a Delaware corporation (the “Corporation”), is to promote the success of the Corporation by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons and to enhance the alignment of the interests of the selected participants with the interests of the Corporation’s stockholders.
The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not a director) or employee of the Corporation or one of its Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries; or (c) an individual consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities of the Corporation or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Corporation or one of its Subsidiaries) to the Corporation or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation would not adversely affect either the Corporation’s eligibility to use FormS-8 to register under the Securities Act of 1933, as amended (the “Securities Act”), the offering and sale of shares issuable under this Plan by the Corporation or the Corporation’s compliance with any other applicable laws; provided, further, that following the Merger, only the following persons will be eligible to receive awards under the Plan: (i) Eligible Persons that were employed by Progenics or its subsidiaries prior to the Merger; and (ii) Eligible Persons hired by the Corporation or one of its Subsidiaries following the Merger. An Eligible Person who has been granted an award (a “participant”) may, if otherwise eligible, be granted additional awards if the Administrator shall so determine. As used herein, “Progenics” means Progenics Pharmaceuticals, Inc.; “Subsidiary” means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation; “Board” means the Board of Directors of the Corporation; “Merger” means the acquisition of all outstanding shares of common stock, par value $0.0013 per share, of Progenics by the Corporation by way of a merger of Plato Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Corporation, with and into Progenics, with Progenics being the surviving corporation.
| 3.1 | The Administrator. This Plan shall be administered by and all awards under this Plan shall be authorized by the Administrator. The “Administrator” means the Board or one or more committees (or subcommittees, as the case may be) appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent |
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