CYTOGEN CORPORATION 1995 STOCK OPTION PLAN
Amendment No. 1
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Pursuant to the power reserved to it in Section 14 of the Cytogen
Corporation 1995 Stock Option Plan (the "Plan"), the Board of Directors of
Cytogen Corporation hereby amends the Plan as follows:
1. Section 1(a) is hereby amended and restated
in its entirety to read as follows:
" (a) The purposes of this Plan are to further the interests of
Cytogen Corporation (the "Company") and its Subsidiaries by retaining
the services of persons now serving as officers and other employees
and consultants of the Company and its Subsidiaries, attracting and
retaining the services of persons capable of serving as officers,
employees and consultants of the Company and its Subsidiaries and
providing incentives for such employees and consultants to exert
maximum efforts to promote the success of the Company and its
Subsidiaries."
2. The definition of "Employee" in Section 2 is hereby amended and
restated in its entirety to read as follows:
"'Employee' means any person employed by the Company or any of its
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Subsidiaries (including, without limitation, a person employed by the
Company or any of its Subsidiaries who is also an officer or director
of the Company or any of its Subsidiaries)."
3. The definition of "Plan" in Section 2 is hereby amended and
restated in its entirety to read as follows:
"'Plan' means the Cytogen Corporation 1995 Stock Option Plan, as
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amended."
4. The definition of "Termination of Employment" in Section 2 is
hereby deleted in its entirety and replaced by the following:
"'Termination of Service' means (a) the time when the employee-
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employer relationship between an Employee and the Company ceases to
exist for any reason, or (b) the time when an officer who is not also
an Employee ceases to be an officer of the Company for any reason or
(c) the time when an Eligible Consultant ceases to be such a
consultant for any reason, including, but not limited to, a
termination by resignation, discharge,
death, Total Disability or retirement. Any leave of absence taken
with the consent of the Company for a period of not more than 90 days
shall not be a Termination of Service, or if longer, so long as the
optionee's right to reemployment with the Company is guaranteed by
contract. If the period of leave exceeds 90 days and if the right to
reemployment is not guaranteed by contract, the Termination of Service
will be deemed to occur on the 91st day of the leave."
5. The definition of "Total Disability" in Section 2 is hereby
amended and restated in its entirety to read as follows:
"'Total Disability' means inability of an Employee or Eligible
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Consultant to engage in any substantial gainful activity by reason of
a medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to
last for a continuous period of not less than 12 months. All
determinations as to the date and extent of disability of an Employee
or Eligible Consultant will be made by the Committee."
6. Section 2 is hereby amended to add the following
definition:
"'Eligible Consultant' means a consultant providing services to, and
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who is not an employee of, the Company or any of its Subsidiaries."
7. Section 2 is hereby amended to add the following
definition:
"'Subsidiary' means any corporation that, at the time in question is a
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subsidiary corporation of the Company within the meaning of section
424(f) of the Code."
8. Section 3(a) is hereby amended and restated in its entirety to
read as follows:
" (a) This Plan shall be administered by a Committee, which shall be
composed of not less than two Outside Directors who are also
Disinterested Directors. The Committee may, from time to time, adopt
or rescind rules and regulations for carrying out the provisions and
purposes of this Plan. Subject to the express provisions of this
Plan, the Committee shall have sole
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authority, in its absolute discretion, to determine which officers,
Employees and Eligible Consultants shall receive Options, the time
when Options shall be granted, the terms and provisions of the Options
(which may differ from one another) and to do everything necessary or
appropriate to administer this Plan, including, without limitation,
interpreting the provisions of this Plan and the Options. All
determinations made by the Committee with respect to this Plan and the
Options shall be final, binding and conclusive."
9. Section 4(a) is hereby amended and restated in its entirety to
read as follows:
" (a) Options may be granted under this Plan only to persons who at
the Date of Grant either (i) are officers, Employees or Eligible
Consultants of the Company or any of its Subsidiaries or (ii) have
agreed to become officers, Employees or Eligible Consultants of the
Company or any of its Subsidiaries, and, in either case, are
determined by the Committee to be of substantial importance to the
Company or any of its Subsidiaries."
10. Section 4(b) is hereby amended and restated in its entirety to
read as follows:
" (b) Options granted to persons who are not yet officers,
Employees or Eligible Consultants at the Date of Grant may not be
exercised until the optionee has become an officer, Employee or
Eligible Consultant, and shall expire if the optionee fails to
commence service as an officer, Employee or Eligible Consultant within
six months (or such other period as the Committee may determine) after
the Date of Grant."
11. Section 4(c) is hereby amended and restated in its entirety to
read as follows:
" (c) Incentive Stock Options may be granted only to persons who
are Employees at the Date of Grant, and only on such terms as are
provided in paragraphs 6, 7 and 8 hereof."
12. Section 4(d) is hereby amended and restated in its entirety to
read as follows:
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" (d) No Employee or Eligible Consultant to whom Options may be
granted under this Plan may be granted Options to purchase more than
200,000 shares in any one calendar year."
13. Section 5(a) is hereby amended and restated in its entirety to
read as follows:
" (a) Subject to any adjustment as provided in paragraph 9, the
maximum number of shares of Common Stock as to which Options may be
granted under this Plan is 4,502,635 shares reduced by the number of
outstanding options granted under the Cytogen Corporation 1989
Employee Stock Option Plan (the "1989 Plan") that are exercised after
the effective date of this Plan. If any Option expires or is cancelled
or surrendered without being exercised in full, the number of shares
as to which the Option is not exercised will once again become shares
as to which new Options may be granted. The Common Stock which is
issued on exercise of Options may be authorized but unissued shares or
shares which have been issued and reacquired by the Company."
14. Section 5(b) is hereby amended and restated in its entirety to
read as follows:
" (b) For administrative purposes only, the Committee shall
establish an account indicating the number of shares of Common Stock
as to which Options may then be granted under this Plan (the "Current
Account"), and the Committee may issue Options only with respect to
the shares of Common Stock available for grant as set forth in the
Current Account. The Current Account shall contain the number of
shares available for grant calculated as follows: (a) 4,502,635, minus
(b) the number of shares of Common Stock subject to options granted
under the 1989 Plan that are exercised after the effective date of
this Plan, minus (c) the number of shares of Common Stock subject to
outstanding options granted under the 1989 Plan and this Plan, plus
(d) the number of shares of Common Stock subject to outstanding
options granted under the 1989 Plan and/or this Plan that expire, are
cancelled or surrendered without being exercised in full."
15. Section 6(a) is hereby amended and restated in its entirety to
read as follows:
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" (a) Subject to paragraph 4(d), the Committee will have complete
discretion to determine when, and to which officers or other Employees
or Eligible Consultants, Options are to be granted, the number of
shares of Common Stock to which Options granted to each officer or
other Employee or Eligible Consultant, will relate, whether and to
what extent Options granted to an officer or other Employee or
Eligible Consultant, will be Incentive Stock Options or Non-Qualified
Options and, subject to the provisions of paragraphs 7 and 8, the
Exercise Price and the term of each Option. The Committee may, in its
discretion at the time of granting the Option, provide that the
Exercise Price may be paid in cash, by the surrender of Common Stock,
by an interest-bearing promissory note, or by other means; subject,
however, to any requirements of applicable law which may limit the
type or amount of such non-cash consideration. If payment by
promissory note is permitted: (i) the optionee shall be required to
make a cash payment upon exercise of the Option of not less than 20%
of the Exercise Price; (ii) the note shall provide for full recourse
against the maker; and (iii) the note shall be payable in full prior
to its stated maturity upon the optionee's Termination of Service for
any reason other than death or Total Disability."
16. Section 7(f) is hereby amended and restated in its entirety to
read as follows:
" (f) Termination of Service of Holder of Option Other Than Because
of Total Disability or Death. If there is a Termination of Service of
a person to whom an Option has been granted, other than by reason of
the person's death or Total Disability, each Option held by the person
may be exercised (if otherwise exercisable) until the earlier of (i)
the end of the three-month period immediately following the date of
the Termination of Service, (ii) the expiration of the term specified
in the Option, or (iii) such earlier time as may be determined by the
Committee at the time of granting the Option."
17. Section 7(g) is hereby amended and restated in its entirety to
read as follows:
" (g) Total Disability of Holder of Option. If there is a
Termination of Service of a person to whom an Option has been granted
by reason of his or her
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Total Disability, each Option held by the person may be exercised (if
otherwise exercisable) until the earlier of (i) the end of the one-
year period immediately following the date of the Termination of
Service, (ii) the expiration of the term specified in the Option, or
(iii) such earlier time as may be determined by the Committee at the
time of granting the Option."
18. Section 7(h) is hereby amended and restated in its entirety to
read as follows:
" (h) Death of Holder of Option. If there is a Termination of
Service of a person to whom an Option has been granted by reason of
his or her death, or a former officer or Employee or Eligible
Consultant dies following the date of his or her Termination of
Service but at a time when an Option still would be exercisable by
that person but for the death of the person, each Option held by the
person at the time of his or her death may be exercised by the person
or persons to whom the Option passed by will or by the laws of descent
and distribution (but by no other persons) until the earlier of (i)
the end of the one-year period immediately following the date of death
(or such other period as may be determined by the Committee at the
time of granting the Option), (ii) the expiration of the term
specified in the Option, or (iii) if the death occurs after the
Termination of Service, the end of the period in which the Option
could be exercised under paragraph 7(f) or (g)."
19. Section 14 is hereby amended and restated in its entirety to read
as follows:
"14. Amendment of the Plan.
The Board of Directors may at any time and from time to time
modify or amend this Plan in any respect effective at any date the
Board of Directors determines; provided, that without the approval of
the stockholders of the Company the Board of Directors may not, (i)
except as provided in paragraph 9, increase the maximum number of
shares of Common Stock which may be issued on exercise of Options
granted under this Plan; (ii) change the categories of persons
eligible to receive Options; (iii) increase the per-optionee limit
specified in paragraph 4(d), or (iv) take any other action requiring
the approval of the stockholders of the Company in order to maintain
the exemption
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available under Rule 16b-3 (or any similar rule) of the Securities and
Exchange Commission. No modification or amendment of this Plan will,
without the consent of the holder of an outstanding Option, adversely
affect the holder's rights under that Option."
20. This Amendment No. 1 to the Plan shall be effective only after
approval of a majority of the Company's stockholders as set forth in Section 14.
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To record the adoption of this Amendment No. 1, the Company has caused
its authorized officers to affix its corporation name and seal this 22nd day of
May, 1996.
CORPORATE SEAL CYTOGEN CORPORATION
Attest:/s/ T. Jerome Madison By: /s/ Thomas J. McKearn
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