Exhibit 10.25
OXiGENE Inc.
Form of Compensation Award Stock Agreement for Non-Employee Directors
This Compensation Award Agreement (this "Agreement") is made as of the 2nd
day of January 2002 between OXiGENE Inc., a Delaware corporation (the
"Company"), and _________("Grantee").
The Company has adopted a program of stock grant awards for directors that
provides for the grant of shares of Company common stock, par value $0.01, as
set forth in this Agreement (the "Stock").
In return for past services rendered by Grantee and other good and adequate
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company is entering into this Agreement.
NOW THEREFORE, in consideration of the mutual benefits hereinafter
provided, and each intending to be legally bound, the Company and Grantee hereby
agree as follows:
1. Effect of the Agreement. Grantee will abide by, and the Stock granted to
Grantee will be subject to, all of the provisions of this Agreement, together
with all rules and determinations from time to time issued by the Company's
Compensation Committee (the "Committee") and by the Board of Directors of the
Company (the "Board"). The Company hereby reserves the right to amend, modify,
restate, or supplement this Agreement without the consent of Grantee, so long as
such amendment, modification, restatement or supplement shall not materially
reduce the rights and benefits available to Grantee hereunder.
2. Grant of Stock. Subject to the terms and conditions of this Agreement, the
Company hereby grants to Grantee, effective January 2, 2002 (the "Grant Date"),
80,000 shares of Stock. Grantee agrees that the Stock shall be subject to all of
the terms and conditions set forth in this Agreement.
3. Taxes. The Company hereby offers to loan to Grantee such sum of money to
satisfy all applicable federal, state, and local income and employment tax
requirements arising as a result of the Stock grant (the "Grant Taxes") by
Grantee's presentation to the Company, in a form acceptable to, and in the
discretion of, the Company, of information regarding the total amount of Grant
Taxes. Subsequently, the Grantee shall present to the Company a Promissory Note,
which may be either recourse or non-recourse at Grantee's election, in a form
satisfactory to the Company (the "Promissory Note"), which Promissory Note shall
have the following conditions incorporated by reference therein:
(a) Amount of the Promissory Note. Grantee shall give to the Company a
promissory note for the full amount (100%) of the Grant Taxes due, or such
lesser amount as Grantee shall determine, plus interest at the rate of 10% (ten
percent) per year, compounded annually;
(b) Due Date of Promissory Note.
(i) The full amount (100%) of the principal together with accrued interest
thereon is due on the three year anniversary date following the effective
date of the Promissory Note (the "Maturity Date").
(ii) Not withstanding the Maturity Date set forth above, the full amount (100%)
of unpaid principal and accrued interest shall become due within thirty
(30) days upon:
(A) a "Change of Control" of the Company, which shall be deemed to have occurred
if:
(1) any "person" (as such term is used in Section 13(d) and 14(d) of the
Exchange Act), other than a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or a corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 40% or more of the
total voting power represented by the Company's then outstanding voting
securities;
(2) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board and any new director whose
election by the Board or nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds of the directors who either were
directors at the beginning of the two-year period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof;
(3) the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation or entity, regardless of which entity is
the survivor, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or being converted into
voting securities of the surviving entity) at least 80% of the combined voting
power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or
(4) the stockholders of the Company approve:
a. a plan of complete liquidation or winding up of the Company and such
complete liquidation or winding up of the Company is consummated, such
consummation date to be determined by the Committee or Board; or
b. an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets and such sale or disposition of the
Company is consummated, such consummation date to be determined by the Committee
or Board; or
(B) the termination, for any reason, of Grantee's service with the Company as a
Director;
(c) Pre-Payment of Amount Due. Grantee (or Grantee's personal representative
under the laws of decent and distribution) may, at his or her option, repay the
principal together with accrued interest at any time prior to any Maturity Date;
(d) Company to Possess Stock Certificates. Certificates representing Stock equal
in fair market value, as determined in the discretion of the Company, to the
total amount (100%) of the principal together with accrued interest thereon that
shall be due on the Maturity Date, or such other property as the Company shall
deem sufficient, shall be presented to the Company at the time the executed
Promissory Notes are presented to the Company and shall remain in the possession
of the Company as security for the payment of the indebtedness evidenced by the
Promissory Note, including both principal and accrued interest. Upon payment of
the indebtedness evidenced by the Promissory Note at the Maturity Date, the
Company shall instruct its transfer agent to deposit the Stock which has been
retained by the Company pursuant to this Section 3(d) into account designated by
Grantee;
(e) Dividend and Voting Rights. Stock retained by the Company pursuant to
Section 3(d) above shall have all dividend and voting rights except that any
stock dividends shall remain in the possession of the Company together with and
be treated in the same manner as the certificates for shares retained for
security for payment of the principal and accrued interest on the Promissory
Note; and
(f) Non-Transferability. Grantee shall not sell, transfer, assign, pledge or
otherwise encumber or dispose of, by operation of law or otherwise, this
Agreement or any Stock for which a certificate is in the Company's possession
held as security for the payment of the indebtedness evidenced by the Promissory
Note pursuant to Section 3(d) (each, a "Transfer"), except as may be transferred
by will or the laws of descent and distribution. References to Grantee, to the
extent relevant in the context, shall include references to authorized
transferees. Any such transfer by Grantee in violation of this Section 3(f)
shall be void and of no force or effect, and shall result in the immediate
forfeiture of all Stock for which a certificate is in the Company's possession
held as security for the payment of the indebtedness evidenced by the Promissory
Note pursuant to Section 3(d). If Grantee's Stock is held by the Company
pursuant to Section 3(d) forfeited, then the full amount (100%) of unpaid
principal and accrued interest shall become due.
4. Notices. All notices and other communications hereunder shall be in writing
and shall be deemed to have been duly given (i) when delivered personally, (ii)
when transmitted by facsimile (receipt confirmed), (iii) on the fifth (5th)
business day following mailing by registered or certified mail (return receipt
requested), or (iv) on the next business day following deposit with an overnight
delivery service of national reputation, to the parties at the address or
facsimile numbers shown beneath his, her or its respective signature to this
Agreement, or at such other address or addresses as such party shall designate
to the other in accordance with this Section 4.
5. Governing Law. This Agreement shall be construed, interpreted and enforced in
accordance with the internal laws of the State of New York without regard to any
applicable conflicts of laws.
6. Legends. All certificates representing the Stock shall have endorsed thereon
the following legends:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER STATE OR U.S. FEDERAL SECURITY LAWS AND MAY NOT BE
OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISTRIBUTED OR
TRANSFERRED, NOR MAY THESE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE
COMPANY IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
If Grantee elects to borrow money from the Company to pay the Grant Taxes
pursuant to Section 3 hereof, then all certificates representing the Stock held
by the Company pursuant to Section 3(d) shall additionally have endorsed thereon
the following legend:
THESE SHARES ARE SUBJECT TO A STOCK AGREEMENT DATED AS OF JANUARY 2,
2002 BY AND BETWEEN OXIGENE, INC. AND GERALD A. EPPNER INCLUDING
RESTRICTIONS ON PLEDGE AND TRANSFER CONTAINED THEREIN.
7. No Right to Employment or Other Status. This Agreement shall not be construed
as giving Grantee the right to continued employment or any other relationship
with the Company. The Company expressly reserves the right at any time to
dismiss or otherwise terminate its relationship with Grantee free from any
liability or claim under this Agreement, except as expressly provided in this
Agreement.
8. Nature of Payments. Any and all grants or deliveries of Stock hereunder shall
constitute special payments to Grantee and shall not be taken into account in
computing the amount of salary or compensation of Grantee for the purpose of
determining any retirement, death, or other benefits under any retirement,
bonus, life insurance, or other employee benefit plan of the Company, or, any
agreement between the Company on the one hand, and Grantee on the other hand,
except as such plan or agreement shall otherwise expressly provide.
9. Binding Effect. This Agreement shall be binding upon and inure to the benefit
of the Company and Grantee and their respective heirs, executors,
administrators, legal representatives, successors, and assigns subject, however,
to the limitations set forth herein with respect to the restrictions on transfer
and assignment.
10. Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, and each other provision of this Agreement shall be severable
and enforceable to the extent permitted by law.
11. Amendment; Waiver. This Agreement may be amended or modified only by a
written instrument executed by both the Company and Grantee except as provided
in Section 1 hereof. Any provision for the benefit of the Company contained in
this Agreement may be waived, either generally or in any particular instance, by
the Board. A waiver on one occasion shall not be deemed to be a waiver of the
same or any other breach on a future occasion.
12. Entire Agreement. This Agreement (along with any related Promissory Note)
embodies the entire agreement of the parties hereto with respect to the Stock
and all other matters contained herein. This Agreement supersedes and replaces
any and all prior oral or written agreements with respect to the subject matter
hereof.
IN WITNESS WHEREOF, the Company and Grantee have caused this Agreement to
be duly executed as of the date first above written.
OXiGENE, Inc.
By:
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Name:
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Title:
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Address:
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Fax:
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Grantee
Name:
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Address:
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Fax:
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