Exhibit 10.7
UROCOR, INC.
SECOND AMENDED AND RESTATED 1992 STOCK OPTION PLAN
MAY 5, 1997
1. PURPOSE. This Second Amended and Restated 1992 Stock Option Plan
(the "Plan") of UroCor, Inc. (the "Company"), for certain employees,
officers, directors and independent contractors performing services for the
Company is intended to advance the best interest of the Company by providing
those persons who have substantial responsibility for its management and
growth with additional incentive and by increasing their proprietary interest
in the success of the Company -- thereby encouraging them to continue their
employment or affiliation.
2. ADMINISTRATION. The Plan shall be administered by a committee to be
appointed by the Board of Directors of the Company (the "Committee"), which
Committee shall consist of not less than two members of the Board of
Directors and shall be comprised solely of members of the Board of Directors
who qualify as both non-employee directors as defined in Rule 16b-3(b)(3) of
the Securities Exchange Act of 1934, as amended (the "Securities Exchange
Act") and outside directors within the meaning of Department of Treasury
Regulations issued under Section 162(m) of the Internal Revenue Code of 1986,
as amended (the "Code"). The Board of Directors of the Company shall have the
power to add or remove members of the Committee, from time to time, and to
fill vacancies arising for any reason. The Committee shall designate a
chairman from among its members, who shall preside at all of its meetings,
and shall designate a secretary, without regard to whether that person is a
member of the Committee, who shall keep the minutes of the proceedings and
all records, documents, and data pertaining to its administration of the
Plan. Meetings shall be held at any time and place as it shall choose. A
majority of the members of the Committee shall constitute a quorum for the
transaction of business. The vote of a majority of those members present at
any meeting shall decide any question brought before that meeting. In
addition, the Committee may take any action otherwise proper under the Plan
by the affirmative vote, taken without a meeting, of a majority of its
members. No member of the Committee shall be liable for any act or omission
of any other member of the Committee or for any act or omission on his own
part, including but not limited to the exercise of any power or discretion
given to him under the Plan, except those resulting from his own gross
negligence or willful misconduct. All questions of interpretation and
application of the Plan, or as to options granted under it (the "Options"),
shall be subject to the determination of a majority of the Committee. In
carrying out its authority under this Plan, the Committee shall have full and
final authority and discretion, including but not limited to the rights,
powers and authorities, to: (a) determine the persons to whom and the time or
times at which Options will be made, (b) determine the number of shares and
the purchase price of stock covered in each Option, subject to the terms of
this Plan, (c) determine the terms, provisions and conditions of each Option,
which need not be identical, (d) accelerate the time at which any outstanding
Option may be exercised, (e) define the effect, if any, on an Option of the
death, disability, retirement, or other termination of employment of the
Optionee, (f) prescribe, amend and rescind rules and regulations relating to
administration of this Plan, and (g) make all other determinations and take
all other actions deemed necessary, appropriate, or advisable for the proper
administration of this Plan. The actions of the Committee in exercising all
of the rights, powers, and authorities set out in this Article and all other
Articles of this Plan, when performed in good faith and in its sole judgment,
shall be final, conclusive and binding on all parties. When appropriate the
Plan shall be administered in order to qualify certain of the Options granted
under it as "incentive stock options" described in Section 422 of the Code
("Incentive Stock Options").
3. DEDICATED SHARES. The stock subject to the Options and other
provisions of the Plan shall be shares of the Company's Common Stock, $.01
par value (the "Stock"). The total number of shares of Stock with respect to
which Incentive Stock Options may be granted shall be 1,700,000 shares. The
maximum number of shares subject to Options which may be issued to any
Optionee under this Plan during any period of three consecutive years is
500,000 shares. The class and aggregate number of shares which may be subject
to the Options granted hereunder shall be subject to adjustment in accordance
with the provisions of Paragraph 17 hereof.
In the event that an outstanding Option expires or is surrendered for
any reason or terminates by reason of the death or other severance of
employment of the Optionee, the shares of Stock allocable to the unexercised
portion of that Option may again be subject to an Option under the Plan.
4. AUTHORITY TO GRANT OPTIONS. The Committee may grant the following
Options at any time during the term of this Plan to any eligible individual
that it chooses:
(a) "Incentive Stock Options". The Committee may grant to an eligible
employee an Option, or Options, to buy a stated number of shares of
Stock under the terms and conditions of the Plan, which Option or
Options would be an "incentive stock option" within the meaning of
Section 422 of the Code.
(b) "Nonqualified Stock Options". The Committee may grant to an
eligible individual an Option, or Options, to buy a stated number of
shares of Stock under the terms and conditions of the Plan, which Option
or Options would not constitute an "incentive stock option" within the
meaning of Section 422 of the Code.
Each Option granted shall be approved by the Committee. Subject only to
any applicable limitations set forth in this Plan, the number of shares of
Stock to be covered by an Option shall be as determined by the Committee.
5. ELIGIBILITY. The individuals who shall be eligible to receive
Incentive Stock Options shall be those full-time key employees, including
officers and directors if they are employees, of the Company, or of any
parent or subsidiary corporation, as the Committee shall determine during the
term of this Plan. However, no employee who owns stock possessing more than
10% of the total combined voting power of all classes of stock of the
corporation employing the employee or of its parent or subsidiary corporation
shall be eligible to receive an Incentive Stock Option unless at the time
that the Option is granted the option price is at least 110% of the fair
market value (as defined in this Section 5) of the Stock at the time the
Option is granted and the Option by its own terms is not exercisable after
the expiration of five years from the date the Option is granted.
An employee will be considered as owning the stock owned, directly or
indirectly, by or for his brothers and sisters (whether by the whole or half
blood), spouse, ancestors, and lineal descendants. Stock owned, directly or
indirectly, by or for a corporation, partnership, estate or trust will be
considered as being owned proportionately by or for its shareholders,
partners or beneficiaries. For all purposes of this Plan, a parent
corporation is any corporation (other than the Company) in an unbroken chain
of corporations ending with the Company if, on the date of grant of the
Option in question, each of the corporations other than the Company owns
stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in that chain; and a
subsidiary corporation is any corporation in an unbroken chain of
corporations beginning with the Company if, on the date of grant of the
Option in question, each of the corporations, other than the last corporation
in the chain, owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in that chain.
The individuals who shall be eligible to receive Nonqualified Stock
Options shall be such individuals as the Committee shall determine during the
term of this Plan.
No individual shall be eligible to receive an Option under the Plan
while that individual is a member of the Committee.
As used in this Plan, "fair market value" of the Stock as of any date
means (a) the closing price on that date on the principal securities exchange
on which the Stock is listed; or (b) if the Stock is not listed on a
securities exchange, the closing price of the Stock on that date as reported
on The National Association of Securities Dealers (the "NASD") Automated
Quotation System ("Nasdaq") Stock Market's National Market; or (c) if the
Stock is not listed on The Nasdaq Stock Market's National Market, the average
of the high and low bid quotations for the Stock on that date as reported by
the National Quotation Bureau Incorporated; or (d) if none of the foregoing
is applicable, an amount, at the election of the Committee equal to (x) the
average between the closing bid and ask prices per share of Stock on the last
preceding date on which those prices were reported or (y) the value of the
Stock as determined in good faith by the Committee in its sole discretion.
6. OPTION PRICE. The price at which shares may be purchased pursuant to
an Incentive Stock Option shall be not less than the fair market value of the
shares of Stock on the date the Option is granted. The price at which shares
may be purchased pursuant to a Nonqualified Stock Option shall be not less
than the fair market value of the shares of Stock on the date the Option is
granted. The Committee in its discretion may provide that the price at which
shares may be purchased shall be more than the minimum price required. If an
employee owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the corporation employing the employee or of
its parent or subsidiary corporation, the option price at which shares may be
purchased under an Incentive Stock Option shall be not less than 110% of the
fair market value of the Stock on the date the Option is granted.
7. DURATION OF OPTIONS. No Incentive Stock Option shall be exercisable
after the expiration of ten years from the date such Option is granted. The
Committee in its discretion may provide that the Option shall be exercisable
throughout the ten-year period or during any lesser period of time commencing
on or after the date of grant of the Option and ending upon or before the
expiration of the ten-year period. If an employee owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
corporation employing the employee or of its parent or subsidiary
corporation, no Incentive Stock Option shall be exercisable after the
expiration of five years from the date such Option is granted. No
Nonqualified Stock Option shall be exercisable after the expiration of ten
years from the date such Option is granted. The Committee in its discretion
may provide that the Option shall be exercisable throughout the ten-year
period or during any lesser period of time commencing on or after the date of
grant of the Option and ending upon or before the expiration of the ten-year
period.
8. $100,000 LIMITATION ON INCENTIVE STOCK OPTIONS. To the extent that
the aggregate fair market value (determined as of the time an Incentive
Option is granted) of the Stock with respect to which Incentive Options first
become exercisable by the Optionee during any calendar year (under this Plan
and any other incentive stock option plan(s) of the Company or any parent
corporation or subsidiary corporation) exceeds $100,000, the Incentive
Options shall be treated as Nonqualified Options. In making this
determination, Incentive Options shall be taken into account in the order in
which they were granted.
9. AMOUNT EXERCISABLE. Each Option may be exercised, so long as it is
valid and outstanding, from time to time in part or as a whole, in the manner
and subject to the conditions that the Committee in its discretion may
provide in the Option agreement. However, the Committee in its absolute
discretion may accelerate the time at which any outstanding Option may be
exercised. Notwithstanding any provision of this Plan or an Option agreement
to the contrary, no Option awarded under this Plan after May 5, 1997, may be
exercised before this amendment and restatement of this Plan is approved by
the stockholders of the Company.
10. EXERCISE OF OPTIONS. Each Option shall be exercised by the delivery
of written notice to the Company setting forth the number of shares of Stock
with respect to which the Option is to be exercised, together with cash,
certified check, bank draft or postal or express money order payable to the
order of the Company for an amount equal to the exercise price of such
shares, and specifying the address to which the certificates for such shares
are to be mailed. As promptly as practicable after receipt of written
notification and payment, the Company shall deliver to the Optionee
certificates for the number of shares with respect to which the Option has
been exercised, issued in the Optionee's name. Delivery of the shares shall
be deemed effected for all purposes when a stock transfer agent of the
Company shall have deposited the certificates in the United States mail,
addressed to the Optionee, at the address specified by the Optionee in his
notice of exercise.
11. TRANSFERABILITY OF OPTIONS. Options shall not be transferable by
the Optionee except by will or under the laws of descent and distribution,
and shall be exercisable, during his lifetime, only by him.
12. TERMINATION OF EMPLOYMENT OR AFFILIATION OF OPTIONEE. Except as
otherwise expressly provided herein or in the Option agreement, Incentive
Stock Options shall terminate at 5:00 p.m., Oklahoma City time, on the 60th
day immediately following the date of severance of employment of the Optionee
from the Company for any reason, with or without cause, other than death or
retirement for age or disability under the then established rules of the
Company, and Nonqualified Stock Options shall terminate at 5:00 p.m.,
Oklahoma City time, on the 60th day immediately following the date of the
severance of the employment or affiliation relationship between the Company
and the Optionee for any reason with or without cause other than death or
retirement for age or disability under the then established rules of the
Company. Whether authorized leave of absence or absence on military or
government service shall constitute severance of the employment or
affiliation relationship between the Company and the Optionee shall be
determined by the Committee at that time. After such severance of an Optionee
holding either an Incentive Stock Option or Nonqualified Stock Option, such
Optionee shall have the right, at any time prior to such termination, to
exercise the Option to the extent to which he was entitled to exercise it
immediately prior to his severance.
If, before the expiration of an Incentive Stock Option or a
Nonqualified Stock Option held by an employee of the Company, the Optionee
shall be retired from the employ of the Company because of his age or
disability under the then established rules of the Company, such Incentive
Stock Option or Non-incentive Stock Option, as the case may be, shall
terminate on the earlier of such date of expiration or one day less than
three months after his retirement. If, before the expiration of a
Nonqualified Stock Option held by an Optionee who is not an employee of the
Company, the Optionee's affiliation with the Company shall be severed for age
or disability under the then established rules of the Company, such
Nonqualified Stock Option shall terminate on the earlier of such date of
expiration or one day less than three months after his severance of
affiliation. In the event of retirement for age or disability, or severance
of affiliation for age or disability, as the case may be, the Optionee shall
have the right prior to the termination of the Option to exercise the Option
to the extent to which he was entitled to exercise it immediately prior to
such retirement or severance of affiliation for age or disability, as the
case may be.
In the event of the death of a holder of an Incentive Stock Option
while in the employ of the Company or during the period after the retirement
of the employee for age or disability and before the date of expiration of
the Option, such Option will terminate on the earlier of such date of
expiration or one year following the date of his death. In the event of the
death of a holder of a Nonqualified Stock Option while in the employ of, or
affiliated with, the Company or during the period after the retirement of the
holder for age or disability or after the severance of his affiliation with
the Company for age or disability, as the case may be, and before the date of
expiration of the Option, the Option will terminate on the earlier of such
date of expiration or one year following the date of his death. After the
death of an Optionee holding either an Incentive Stock Option or a
Nonqualified Stock Option, his executors, administrators or any persons to
whom his Option may be transferred by will or by the laws of descent and
distribution shall have the right, at any time prior to such termination, to
exercise the Option to the extent to which he was entitled to exercise it
immediately prior to his death.
An employment relationship between the Company and the Optionee shall
be deemed to exist during any period in which the Optionee is employed by the
Company, by any parent or subsidiary corporation, by a corporation issuing or
assuming a stock option in a transaction to which Section 424(a) of the Code
applies, or by a parent or subsidiary corporation of the corporation issuing
or assuming a stock option. For this purpose, the phrase "corporation issuing
or assuming a stock option" shall be substituted for the word "Company" in
the definitions of parent and subsidiary corporations in Section 5 and the
parent-subsidiary relationship shall be determined at the time of the
corporate action described in Section 424(a) of the Code.
13. FORFEITURES. Notwithstanding any other provision of this Plan, if
the Committee finds by a majority vote, that the Optionee, before or after
termination of his employment or affiliation with the Company or any parent
or subsidiary corporation (as used in this Section, the "Employer"),
committed fraud, embezzlement, theft, commission of felony, or proven
dishonesty in the course of his employment by or affiliation with the
Employer which conduct damaged the Employer, or for disclosing trade secrets
of the Employer, then any outstanding options which have not been exercised
by the Optionee will be forfeited. The decision of the Committee as to the
cause of an Optionee's discharge, the damage done to the Employer and the
extent of the Optionee's competitive activity will be final. No decision of
the Committee, however, will affect the finality of the discharge of the
Optionee by the Employer.
14. REQUIREMENTS OF LAW. The Company shall not be required to sell or
issue any shares under any Option if issuing the shares shall constitute a
violation by the Optionee or the Company of any provisions of any law or
regulation of any governmental authority. Each Option granted under this Plan
shall be subject to the requirements that, if at any time the Board of
Directors of the Company or the Committee shall determine that the listing,
registration or qualification of the shares upon any securities exchange or
under any state or federal law of the United states or of any other country
or governmental subdivision, or the consent or approval of any governmental
regulatory body, or investment or other representations, are necessary or
desirable in connection with the issue or purchase of shares subject to an
Option, that Option shall not be exercised in whole or in part unless the
listing, registration, qualification, consent, approval or representations
shall have been effected or obtained free of any conditions not acceptable to
the Committee. In connection with any applicable statute or regulation
relating to the registration of securities, upon exercise of any Option, the
Company shall not be required to issue any Stock unless the Committee has
received evidence satisfactory to it to the effect that the holder of that
Option will not transfer the Stock except in accordance with applicable law,
including receipt of an opinion of counsel satisfactory to the Company to the
effect that any proposed transfer complies with applicable law. Any
determination by the Committee on these matters shall be final, binding and
conclusive. In the event the shares issuable on exercise of an Option are not
registered under applicable securities laws of any country or any political
subdivision the Company may imprint on the certificate for such shares the
following legend or any other legend which counsel for the Company considers
necessary or advisable to comply with applicable law:
"The shares of stock represented by this certificate have not been
registered under the Securities Act of 1933 or under the securities
laws of any state and may not be sold or transferred except upon
registration or upon receipt by the Company of an opinion of counsel
satisfactory to the Company, in form and substance satisfactory to the
Company, that registration is not required for a sale or transfer."
The Company may, but shall in no event be obligated to, register any
securities covered by this Plan under applicable securities laws of any
country or political subdivision (as now in effect or as later amended) and,
in the event any shares are registered, the Company may remove any legend on
certificates representing those shares. The Company shall not be obligated to
take any other affirmative action in order to cause the exercise of an Option
or the issuance of shares under the Option to comply with any law or
regulation or any governmental authority.
15. NO RIGHTS AS STOCKHOLDER. No Optionee shall have rights as a
stockholder with respect to shares covered by his Option until the date a
stock certificate is issued for the shares. Except as provided in Section 17,
no adjustment for dividends, or other matters shall be made if the record
date is prior to the date the certificate is issued.
16. EMPLOYMENT OR AFFILIATION OBLIGATION. The granting of any Option
shall not impose upon the Company any obligation to employ or become
affiliated with or continue to employ or be affiliated with any Optionee. The
right of the Company to terminate the employment or affiliation of any person
shall not be diminished or affected by reason of the fact that an Option has
been granted to him.
17. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or
any issue of bonds, debentures, preferred or prior preference stock ahead of
or affecting the Stock or the rights of the Stock, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.
If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other
increase or reduction of the number of shares of the Stock outstanding,
without receiving compensation for it in money, services or property, then
(a) the number, class and per share price of shares of stock subject to
outstanding Options under this Plan shall be appropriately adjusted in a
manner as to entitle an Optionee to receive upon exercise of an Option, for
the same aggregate cash consideration, the same total number and class or
classes of shares as he would have received had he exercised his Option in
full immediately prior to the event requiring the adjustment; and (b) the
number and class of shares then reserved for issuance under the Plan shall be
adjusted by substituting for the total number and class of shares of stock
then reserved for the number and class or classes of shares of stock that
would have been received by the owner of an equal number of outstanding
shares of Stock as the result of the event requiring the adjustment.
If the Company merges or consolidates with another corporation, whether
or not the Company is a surviving corporation, or if the Company is
liquidated or sells or otherwise disposes of substantially all its assets
while unexercised Options remain outstanding under the Plan, or if any
"person" (as that term is used in Section 13(d) and 14(d)(2) of the
Securities Exchange Act) is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing greater than 50% of the
combined voting power of the Company's then outstanding securities, after the
effective date of the merger, consolidation, liquidation, sale or other
disposition, or change in beneficial ownership, as the case may be, each
holder of an outstanding Option shall be entitled, upon exercise of an
Option, to receive, in lieu of shares of Stock, the number and class or
classes of shares of stock or other securities or property to which the
holder would have been entitled if, immediately prior to the merger,
consolidation, liquidation, sale or other disposition, or change in
beneficial ownership, the holder had been the holder of record of the number
of shares of Stock equal to the entire number of shares as to which the
Option may be exercised regardless of and without giving effect to any
limitations set out in or imposed pursuant to this Plan or any Option granted
hereunder.
Except as expressly provided before in this Plan, the issue by the
Company of shares of stock of any class, or securities convertible into
shares of stock of any class, for cash or property, or for labor or services
either upon direct sale or upon the exercise of rights or warrants to
subscribe for shares, or upon conversion of shares or obligations of the
Company convertible into shares or other securities, shall not affect, and no
adjustment by reason of it shall be made with respect to, the number or price
of shares of Stock then subject to outstanding Options.
18. SUBSTITUTION OPTIONS. Options may be granted under this Plan from
time to time in substitution for stock options held by employees of other
corporations who are about to become employees of the Company, or whose
employer is about to become a parent or subsidiary corporation, conditioned
in the case of an Incentive Stock Option upon the employee becoming an
employee as the result of a merger or consolidation of the Company with
another corporation, or the acquisition by the Company of substantially all
the assets of another corporation, or the acquisition by the Company of at
least 50% of the issued and outstanding stock of another corporation as the
result of which it becomes a subsidiary of the Company. The terms and
conditions of the substitute Options granted may vary from the terms and
conditions of this Plan to the extent the Board of Directors of the Company
at the time of grant may deem appropriate to conform, in whole or in part, to
the provisions of the stock options in substitution for which they are
granted. But with respect to Incentive Stock Options, no variation shall be
made which will affect the status of any substitute option as an "incentive
stock option" under Section 422 of the Code.
19. AMENDMENT OR TERMINATION OF PLAN. The Board of Directors may
modify, revise or terminate this Plan at any time and from time to time.
However, without the further approval of the holders of at least a majority
of the outstanding shares of voting stock, or if the provisions of the
corporate charter, by-laws or applicable state law prescribe a greater degree
of stockholder approval for this action, without the degree of stockholder
approval thus required, the Board of Directors may not (a) change the
aggregate number of shares which may be issued under Options pursuant to the
provisions of this Plan; (b) reduce the Option price permitted for Incentive
Stock Options; (c) extend the term during which an Incentive Stock Option may
be exercised or the termination date of this Plan; (d) change the class of
employees eligible to receive Incentive Stock Options; or (e) (i) materially
increase the benefits accruing to participants under the Plan, (ii)
materially increase the number of securities which may be issued under the
Plan or (iii) materially modify the requirements as to eligibility for
participation in the Plan. The Board of Directors, however, shall have the
power to make all changes in the Plan and in the regulations and
administrative provisions under the Plan or in any outstanding Option as in
the opinion of counsel for the Company may be necessary or appropriate from
time to time to enable any Option granted pursuant to the Plan to qualify as
an incentive stock option under Section 422 of the Code and the regulations
which may be issued under that Section as in existence from time to time. All
Options granted under this Plan shall be subject to the terms and provisions
of this Plan and any amendment, modification or revision of this Plan shall
be deemed to amend, modify or revise all Options outstanding under this Plan
at the time of the amendment, modification or revision. In the event this
Plan is terminated by action of the Board of Directors, all Options
outstanding under this Plan may be terminated.
20. WRITTEN AGREEMENT. Each Option granted under this Plan shall be
embodied in a written agreement, which shall be subject to the terms and
conditions prescribed above, and shall be signed by the Optionee and by an
officer of the Company on behalf of the Committee and the Company. Each
Option agreement shall contain any other provisions that the Committee in its
discretion shall deem advisable which are not inconsistent with the terms of
this Plan.
21. INDEMNIFICATION OF THE COMMITTEE AND THE BOARD OF DIRECTORS. The
Company will, to the fullest extent permitted by law, indemnify, defend and
hold harmless any person who at any time is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding (whether civil, criminal, administrative or investigative) in any
way relating to or arising out of this Plan or any Option or Options granted
under it by reason of the fact that that person is or was at any time a
director of the Company or a member of the Committee against judgments,
fines, penalties, settlements and reasonable expenses (including attorneys'
fees) actually incurred by that person in connection with the action, suit or
proceeding. This right of indemnification will inure to the benefit of the
heirs, executors and administrators of each person to be protected and is in
addition to all other rights to which that person may be entitled by virtue
of the by-laws of the Company or as a matter of law, contract or otherwise.
22. TAX WITHHOLDING. The Company shall be entitled to deduct from other
compensation payable to each employee any sums required by federal, state or
local tax law to be withheld with respect to the grant or exercise of an
Option. In the alternative, the Company may require the employee (or other
individual exercising the Option) to pay the sum directly to the Company. If
the employee (or other individual exercising the Option) is required to pay
the sum directly, payment in cash or by check of such sums for taxes shall be
delivered within ten days after the date of exercise. The Company shall have
no obligation upon exercise of any Option until payment has been received,
unless withholding (or offset against a cash payment) as of or prior to the
date of exercise is sufficient to cover all sums due with respect to that
exercise. The Company shall not be obligated to advise an employee of the
existence of the tax or the amount which the employer corporation will be
required to withhold.
23. GENDER. If the context requires, words of one gender when used in
this Plan shall include the others and words used in the singular or plural
shall include the other.
24. HEADINGS. Headings of Sections are included for convenience of
reference only and do not constitute part of this Plan and shall not be used
in construing the terms of this Plan.
25. OTHER OPTIONS. The grant of an Option shall not confer upon an
Optionee the right to receive any future or other Options under this Plan,
whether or not Options may be granted to similarly situated Optionees, or the
right to receive future Options upon the same terms or conditions as
previously granted.
26. ARBITRATION OF DISPUTES. Any controversy arising out of or relating
to this Plan or an Option Agreement shall be resolved by arbitration
conducted pursuant to the arbitration rules of the American Arbitration
Association. The arbitration shall be final and binding on the parties.
27. GOVERNING LAW. The provisions of this Plan shall be construed,
administered, and governed under the laws of the State of Delaware.
28. EFFECTIVE DATE OF PLAN. This Plan restates and integrates, and also
amends, the UroCor, Inc. 1992 Amended and Restated Stock Option Plan adopted
effective March 15, 1996.
The Plan shall become effective and shall be deemed to have been
adopted on May 5, 1997, if within one year of that date it has been approved
by the holders of at least a majority of the outstanding shares of voting
stock of the Company voting in person or by proxy at a duly held
stockholders' meeting, or if the provisions of the corporate charter, by-laws
or applicable state law prescribe a greater degree of stockholder approval
for this action, the approval by the holders of that percentage, at a duly
held meeting of stockholders.
No Options shall be granted pursuant to the Plan after September 24,
2002.
FIRST AMENDMENT
TO
UROCOR, INC.
SECOND AMENDED AND RESTATED 1992 STOCK OPTION PLAN
1. Paragraph 3 of the UroCor, Inc. Second Amended and Restated 1992
Stock Option Plan is hereby deleted in its entirety and replaced by the
following:
3. DEDICATED SHARES. The stock subject to the Options and other
provisions of the Plan shall be shares of the Company's Common Stock,
$.01 par value (the "Stock"). The total number of shares of Stock with
respect to which Incentive Stock Options may be granted shall be
2,000,000 shares. The maximum number of shares subject to Options which
may be issued to any Optionee under this Plan during any period of three
consecutive years is 500,000 shares. The class and aggregate number of
shares which may be subject to the Options granted hereunder shall be
subject to adjustment in accordance with the provisions of Paragraph 17
hereof.
In the event that an outstanding Option expires or is surrendered
for any reason or terminates by reason of the death or other severance
of employment of the Optionee, the shares of Stock allocable to the
unexercised portion of that Option may again be subject to an Option
under the Plan.
2. Except as expressly amended by this First Amendment, the UroCor,
Inc. Second Amended and Restated 1992 Stock Option Plan shall continue in
full force and effect in accordance with its terms.
AMENDMENT
TO
UROCOR, INC.
SECOND AMENDED AND RESTATED 1992 STOCK OPTION PLAN, AS AMENDED
ADOPTED BY THE BOARD OF DIRECTORS APRIL 14, 1999
AND
BY THE STOCKHOLDERS JUNE 14, 1999
1. Paragraph 3 of the UroCor, Inc. Second Amended and Restated 1992
Stock Option Plan, as amended, is hereby deleted in its entirety and replaced
by the following:
3. DEDICATED SHARES. The stock subject to the Options and other
provisions of the Plan shall be shares of the Company's Common Stock,
$.01 par value (the "Stock"). The total number of shares of Stock with
respect to which Incentive Stock Options may be granted shall be
2,300,000 shares. The maximum number of shares subject to Options which
may be issued to any Optionee under this Plan during any period of three
consecutive years is 500,000 shares. The class and aggregate number of
shares which may be subject to the Options granted hereunder shall be
subject to adjustment in accordance with the provisions of Paragraph 17
hereof.
In the event that an outstanding Option expires or is surrendered
for any reason or terminates by reason of the death or other severance
of employment of the Optionee, the shares of Stock allocable to the
unexercised portion of that Option may again be subject to an Option
under the Plan.
2. Except as expressly amended by this Amendment, the UroCor, Inc.
Second Amended and Restated 1992 Stock Option Plan, as amended, shall
continue in full force and effect in accordance with its terms.
AMENDMENT
TO
UROCOR, INC.
SECOND AMENDED AND RESTATED 1992 STOCK OPTION PLAN, AS AMENDED
ADOPTED BY THE BOARD OF DIRECTORS APRIL 18, 2000
AND
BY THE STOCKHOLDERS JUNE 20, 2000
1. Paragraph 3 of the UroCor, Inc. Second Amended and Restated 1992
Stock Option Plan, as amended, is hereby deleted in its entirety and replaced
by the following:
3. DEDICATED SHARES. The stock subject to the Options and other
provisions of the Plan shall be shares of the Company's Common Stock,
$.01 par value (the "Stock"). The total number of shares of Stock with
respect to which Incentive Stock Options may be granted shall be
2,700,000 shares. The maximum number of shares subject to Options which
may be issued to any Optionee under this Plan during any period of three
consecutive years is 500,000 shares. The class and aggregate number of
shares which may be subject to the Options granted hereunder shall be
subject to adjustment in accordance with the provisions of Paragraph 17
hereof.
In the event that an outstanding Option expires or is surrendered
for any reason or terminates by reason of the death or other severance
of employment of the Optionee, the shares of Stock allocable to the
unexercised portion of that Option may again be subject to an Option
under the Plan.
2. Except as expressly amended by this Amendment, the UroCor, Inc.
Second Amended and Restated 1992 Stock Option Plan, as amended, shall
continue in full force and effect in accordance with its terms.