Exhibit 10.15
IMMUNOMEDICS, INC.
1992 STOCK OPTION PLAN
1. Purpose of Plan. The purpose of this 1992 Stock Option Plan is to
promote the interests of Immunomedics, Inc. and its stockholders by encouraging
employees, consultants, members of the Corporation's Scientific Advisory Board,
if any, and members of the Corporation's Board of Directors to acquire a
proprietary interest in the Corporation, thereby increasing the personal
interest and special effort of such persons to achieve sound growth and
profitability for the Corporation, and to enhance the Corporation's efforts to
attract and retain competent Employees, Consultants, Directors and Advisors (as
defined below).
2. Definitions. The following terms when used herein
shall have the meanings set forth below, unless a different
meaning is plainly required by the context:
Advisor. A person who has been appointed to and
continues to serve on the Corporation's Scientific Advisory
Board.
Affiliate. A corporation which is a parent
corporation or a subsidiary corporation (within the meaning
of Section 424 of the Code) with respect to the Corporation.
Board. The Board of Directors of the Corporation.
Code. The Internal Revenue Code of 1986, as it
has been and may be amended from time to time. Reference to
any section of the Code shall include any provision succes
sor thereto.
Committee. The Board; provided, however, that if
a committee has been delegated authority pursuant to Section
8.a. to manage and administer the Plan, then Committee means
such committee.
Common Stock. Shares of the Corporation's common stock, par value
$.01 per share, and any other shares of common stock from time to time
authorized pursuant to the Corporation's Certificate of Incorporation, as
amended.
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Consultant. A person performing consulting or
advisory services to the Corporation or an Affiliate who is
not an Employee.
Corporation. Immunomedics, Inc., a Delaware
corporation.
Director. A person who has been elected to and
continues to serve on the Board.
Employees. Officers and other persons employed by
the Corporation or an Affiliate, as determined by the Board
or the Committee from time to time.
Employment Termination Date. The date the Optionee's service as
an Employee terminates, the date the Optionee's service as a Director
terminates, the date the Optionee's service as an Advisor terminates, or the
date the Optionee's service as a Consultant terminates; or, if the Optionee
serves in more than one of the foregoing capacities, the last of such dates to
occur.
Exchange Act. The Securities Exchange Act of
1934, as amended, or any corresponding provisions of any
subsequent Federal securities law.
Incentive Option. An option defined in Section
422A of the Code, which meets the requirements of Sections 5
and 6.
Non-Qualified Option. An option which meets the
requirements of Sections 5 and 6.
Option. An Incentive Option or a Non-Qualified
Option granted to an Optionee pursuant to the Plan.
Option Agreement. A written agreement between the
Corporation and an Optionee evidencing the grant of an
Option and containing terms and conditions concerning the
exercise of the Option.
Option Price. The price to be paid for shares of
Common Stock being purchased pursuant to the exercise of an
Option.
Option Settlement. The cash, shares of Common
Stock, or a combination thereof, which may be paid to an
Optionee pursuant to Section 7.
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Optionee. An Employee, Director, Consultant or Advisor who has
been granted an Option. Also includes the personal representative, heir or
legatee of an Optionee who has the right to exercise an Option upon the death of
an Optionee.
Outside Directors. A Director who is not also an
Employee.
Plan. The 1992 Stock Option Plan provided for
herein, as it may be amended from time to time.
Value. The closing sale price of the Common Stock on the Nasdaq
National Market on the date fair market value is to be determined or, if the
Common Stock is not listed on the Nasdaq National Market, the closing bid price
(or the average of the closing bid price and asked price) on the exchange or
system on which the Common Stock is listed or as quoted by the principal
market-maker of the Common Stock; if the Common Stock cannot be valued by any of
the foregoing methods, fair market value shall be as determined by the
Committee.
3. Eligibility and Participation. Persons eligible to receive Options
under the Plan shall be Employees, Directors, Consultants or Advisors selected
by the Committee; provided, Incentive Options shall only be granted to
Employees. In determining persons to whom Options, both Incentive and
Non-Qualified, shall be granted, the number of shares to be covered by each
Option, and whether the Option shall be an Incentive Option or a Non-Qualified
Option, or both, the Committee shall take into account the duties of the
respective persons, their present and potential contribution to the success of
the Corporation or any Affiliate, their anticipated number of years of active
service remaining and such other factors as it deems relevant in connection with
accomplishing the purposes of the Plan. A person who has been granted an Option
may be granted an additional Option or Options as the Committee shall so
determine.
4. Shares Subject to the Plan. The shares to be of fered under the Plan
shall be the Common Stock, which shares may be authorized but unissued shares or
treasury shares. Subject to the adjustments provided for in Section 9, the
aggregate number of shares of Common Stock to be delivered upon exercise of all
Options granted under the Plan shall not exceed 3,000,000 shares. Shares of
Common Stock subject to, but not delivered under, an Option terminating or
expir-
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ing for any reason prior to the exercise thereof in full, shall be deemed
available for Options thereafter granted during the term of the Plan.
5. Terms and Conditions of All Options. All Options
granted hereunder shall be issued subject to the following
terms and conditions:
a. Non-Qualified Options may be granted to any
Optionee. Incentive Options shall be granted
only to Employees. No Incentive Option shall
be granted to any Optionee who immediately
after the granting of an Incentive Option
owns more than 10% of the issued and
outstanding Common Stock, unless such
Incentive Option is granted with an Option
Price of not less than 110% of the Value of
the Common Stock at the time of the grant of
the Option. For the purpose of this Section
5.a. and Section 6.d., an Optionee is
considered as owning all of the Common Stock
owned by his brothers, sisters, spouse,
ancestors and lineal descendants and his pro
rata share of all Common Stock owned by
corporations, partnerships, estates and
trusts in which he has an interest.
b. All Options (other than those granted to
Consultants) shall be first exercisable as to
25% of the total number of shares of Common
Stock underlying such Option on the first
anniversary of the date of grant, and to an
additional 25% of such shares on each of the
second, third and fourth anniversaries of
such date of grant.
c. If the Option is an Incentive Option, the
aggregate Value (determined at the time the
Incentive Option is granted) of the Common
Stock with respect to which Incentive Options
granted hereunder and incentive stock options
granted under any other plan of the
Corporation (or any parent or subsidiary
thereof) are exercisable by the Optionee for
the first time in any calendar year shall not
exceed $100,000.
d. Options shall not be transferable by the
Optionee otherwise than by will or the laws
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of descent and distribution, and shall be exercisable
during his lifetime only by him; except that the
Committee, either at or after the grant of an Option, may
permit a Non- Qualified Option to be transferable to any
or all of the spouse, child or grandchild of an Optionee
or to a trustee of a trust for the sole benefit of any or
all of the foregoing persons.
e. Upon an Employment Termination Date (other
than as a result of the death of the
Optionee), the Options held by such Optionee
at such date shall terminate; provided,
however, that the Committee, in its sole and
uncontrolled discretion, may extend such
termination of the Options until a date not
more than three months after such Employment
Termination Date, or if such termination is
as a result of the Optionee's permanent and
total disability (as that term is defined in
Section 105(d)(4) of the Code and referred to
herein as "Disability") until a date not more
than one year after such Employment
Termination Date. The Committee may, in
specific cases and in its sole and
uncontrolled discretion, permit the exercise
by an Optionee, within such three and 12
month periods of all or part of the Options
which was not exercisable on the Employment
Termination Date.
f. In the event of the Optionee's death prior to
his Employment Termination Date or, if the
termination date of such Option has been
extended for three months or more in
accordance with subsection 5.e. hereof, his
death during such extended period, the Option
shall terminate upon the earlier to occur of
(i) 12 months after the date of the
Optionee's death, (ii) the Option's
expiration date, or (iii) such other date as
shall be specified in the Option Agreement.
The Option shall be exercisable during such
period after the Optionee's death with re
spect to the number of shares as to which the
Option shall have been exercisable on the
date immediately preceding the Optionee's
death.
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g. Any exercise or attempt to exercise any
Option by an Optionee, and any request for
any Option Settlement in accordance with
Section 7 hereof, during a period commencing
180 days prior to the termination of such
Optionee's employment or other relationship
with the Corporation for any reason and
ending 90 days after such termination, shall
be subject to the Corporation's right to (i)
deny the exercise of such Option or such
request, (ii) rescind the exercise of such
Option (if the Option has been exercised but
the underlying shares of Common Stock have
not been sold), or (iii) be paid by the
Optionee, upon the demand of the Corporation,
the amount of any Option Settlement paid and
the amount of profits (i.e., the difference
between the exercise price of the Option and
the sale price of the Common Stock acquired
upon such exercise) received by the Optionee
as a result of the exercise of such Option if
such Option has been exercised and the
underlying shares of Common Stock have been
sold. The right of the Corporation provided
in the foregoing sentence may be exercised
only (i) on or prior to the ninetieth day
after termination of the employment or other
relationship of the Optionee with the
Corporation and (ii) if the Board of
Directors determines, in good faith, that the
Optionee has breached a material duty or
obligation to the Corporation.
6. Terms and Conditions of Option Agreement. The Committee shall have
the power, subject to the limitations contained in this Plan, to prescribe
additional terms and conditions in respect of the granting or exercise of any
Option under the Plan and in particular shall prescribe the following terms and
conditions, which shall be contained in the Option Agreement for such Option:
a. Whether the Option is an Incentive Option or a
Non-Qualified Option.
b. The number of shares of Common Stock to which
the Option pertains.
c. The exercise price of the Option, which shall
not be less than 100% of the Value of the
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Common Stock at the time of the grant of the Option,
except as provided in Section 5.a.
d. The term of the Option, which shall not exceed 10 years
from the date on which the Option is granted; provided, if
the Optionee owns more than 10% of the issued and
outstanding Common Stock, and the Option is an Incentive
Option, the term shall not exceed five years.
e. The method or time when the Option may be
exercised in whole or in part, for Options
granted to Consultants.
f. Whether the Option Price may be paid in whole
or in part in shares of Common Stock then owned by the
Optionee.
g. For a Non-Qualified Option, the provisions for the
withholding of Federal, state and local income or other
taxes which shall be due in connection with the exercise
of the Non-Qualified Option.
h. For a Non-Qualified Option, whether such
Option is transferable by the Optionee, as
permitted by Section 5.d.
i. Each Option Agreement shall provide that,
upon request by the Committee for such a
representation, the Optionee shall deliver to
the Committee at the time of any exercise of
an Option or portion thereof, a written
representation that the shares of Common
Stock to be acquired upon such exercise are
to be acquired for investment and not for
resale or with a view to the distribution
thereof. Upon such request, delivery of such
representation prior to the delivery of any
shares of Common Stock issued upon exercise
of an Option and prior to the expiration of
the Option period shall be a condition prece
dent to the right of the Optionee or such
other person to purchase any shares.
7. Option Settlement Provisions. Each Optionee may
request that, in lieu of exercising an Option, he receive
shares of Common Stock, cash, or a combination of Common
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Stock and cash, having a fair market value equal to the amount by which the
Value of the shares of Common Stock subject to the Option at the time of such
request exceeds the Option Price (the "Option Settlement"), as follows:
a. The request of the Optionee shall be in a writing
delivered to the Committee during the period commencing
with the third day after, and ending with the twelfth day
after the release by the Corporation quarterly or annual
summary statements of earnings of the Corporation.
b. The Committee shall, in its sole discretion,
determine whether to permit an Optionee to
receive an Option Settlement in lieu of exer
cising the Option and, if the Committee
determines to permit the Optionee to receive
an Option Settlement, the Committee, in its
sole discretion, shall determine what portion
of the Option Settlement shall be in cash and
what portion shall be in shares of Common
Stock.
c. For the purpose of determining the amount of
the Option Settlement, the Value of a share
of Common Stock shall be determined on the
date the written request referred to in
Section 7.a. is received by the Committee;
provided, that the amount of the Option
Settlement shall not exceed twice the Option
Price of the shares of Common Stock under the
Option being canceled. For example, if the
Option Price per share is $7, the Option
Settlement cannot exceed $14 per share.
d. Upon the payment of a Option Settlement, the Option with
respect to which the Option Settlement was paid shall be
canceled the same as if the Option had been exercised in
full.
8. Administration of Plan.
a. The Plan shall be administered by a committee
(the "Committee") comprised of at least two
Outside Directors, each of whom comes within
the definition of "non-employee director"
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under Rule 16b-3(b)(3) promulgated under the
Exchange Act.
b. Subject to such orders or resolutions not
inconsistent with the provisions of the Plan,
as may from time to time be issued or adopted
by the Board, the Committee shall have full
power and authority to interpret the provi
sions and supervise the administration of the
Plan; provided, however, that the grants of
options to Outside Directors other than
pursuant to Section 8.c. shall be ratified by
the Board. All decisions, determinations and
selections made by the Committee pursuant to
the provisions of the Plan and applicable
existing orders or resolutions of the Board
shall be final. Each Option granted shall be
evidenced by an Option Agreement containing
such terms and conditions that may be
approved by the Committee and which shall not
be inconsistent with the Plan and the orders
and resolutions of the Board with respect
thereto.
c. In addition to any other Options granted to
Directors by the Committee, each Outside
Directors shall be granted Options under the
Plan in accordance with the formula set forth
below:
(i) Outside Directors shall be granted an Option to
purchase 10,000 shares of Common Stock upon the
date of his election or appointment to the Board
for the first time.
(ii) On each July 1 during the term of the Plan, each
Outside Director who has been a Director for not
less than twelve months prior to such date shall be
granted an Option to purchase 10,000 shares of
Common Stock, and each Outside Director who has
been a Director for at least three months but less
than twelve months prior to the date of grant,
shall receive an Option to purchase such number of
shares of Common Stock determined by multiplying
10,000 times a fraction, the denominator of which
is
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twelve and the numerator of which is the number of
complete months which such person has served as an Outside
Director.
(iii) All Options granted to Outside Directors shall (1) be
Non-Qualified Options, (2) be exercisable at a price equal
to the Value at the date of grant and (3) be exercisable
for a term of 10 years.
9. Adjustments Upon Changes in Capitalization. Not withstanding the
limitation set forth in Section 4, in the event of a merger, consolidation,
reorganization, stock dividend, stock split or other change in corporate
structure or capitalization affecting the Common Stock, the Committee shall make
an appropriate adjustment in the maximum number of shares available under the
Plan or to any one individual and in the number, kind, Option Price, and other
terms relating to shares of Common Stock subject to Options granted under the
Plan. Any such adjustment shall be made so as not to constitute a modification,
extension or renewal of the Option within the meaning of Section 425(h) of the
Code.
10. Time of Granting Options. Except for Options granted pursuant to
Section 8 hereof, nothing contained in the Plan or in any resolution adopted or
to be adopted by the Board or by the stockholders of the Corporation, and no
action taken by the Committee (other than the granting of a specific Option),
shall constitute the granting of an Option hereunder. The granting of an Option
pursuant to the Plan shall take place on the date such Option is approved by the
Committee.
11. Amendment and Discontinuance. The Board may discontinue, amend,
alter or suspend the Plan at any time or from time to time, subject to such
approvals as may be required pursuant to (i) the Code, (ii) the laws of the
Corporation's jurisdiction of incorporation, and (iii) the Exchange Act or the
rules promulgated thereunder. Any Option which is outstanding under the Plan at
the time of its amendment or termination shall remain in effect in accordance
with its terms and conditions and those of the Plan as in effect when the Option
was granted.
12. Merger, Consolidation or Sale of Assets or Stock.
In the event that (i) the Corporation merges or consolidates
with another corporation or entity which results in the
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Corporation not being the surviving corporation or entity, (ii) all or
substantially all of the Corporation's assets are acquired by another
Corporation or entity, (iii) the Corporation is liquidated or dissolved, or (iv)
there is a sale of shares of Common Stock as a result of which any one person or
entity, or any group of persons or entities which are affiliated or which are
acting in concert, becomes the beneficial owner of in excess of fifty percent of
the then outstanding shares of Common Stock, then each Optionee shall have the
right, immediately prior to any such event, to exercise any Option granted
hereunder, in whole or in part, as to the full number of shares which such
Optionee would otherwise have been able to purchase during the remaining term of
the Option, whether or not otherwise exercisable at such time according to its
terms. In addition, any Optionee may request to receive at such time an Option
Settlement, as provided in Section 7, notwithstanding that such election is not
made during the period set forth in Section 7.a. Upon the occurrence of any such
merger, consolidation or sale of assets, the surviving or acquiring corporation
or entity shall, subject to the provisions of the following sentence, adopt the
Plan and upon the exercise of an Option after the closing of such transaction,
the Optionee shall, at no additional cost (other than the Option Price), be
entitled to receive, in lieu of shares of Common Stock, the number and class of
shares of capital stock or other securities to which the Optionee would have
been entitled pursuant to the terms of the merger or consolidation if
immediately prior thereto the Optionee had been the holder of record of such
number of shares of Common Stock as such Optionee would otherwise have been able
to purchase during the remaining term of the Option, whether or not otherwise
exercisable at such time according to its terms. If such surviving or acquiring
corporation or entity does not adopt the Plan, such corporation or entity shall
terminate all outstanding Options under the Plan by paying the holders thereof,
in cash, the difference between the aggregate Option Price of the Options and
the price per share paid for or allocated to the shares of Common Stock in such
transaction.
13. Effectiveness and Termination of the Plan.
a. The Plan shall become effective upon adoption by the
Board. The Plan shall be rescinded and all Options granted
hereunder shall be null and void unless within 12 months
from adoption of the Plan it shall have been approved by a
vote of the holders of a major ity of all the issued and
outstanding shares
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of Common Stock present either in person or by proxy at a
meeting duly held for such purpose.
b. The Plan shall terminate on the earliest to
occur of:
(i) the date when all the shares of Common Stock
available under the Plan shall have been acquired
through the exercise of Options granted under the
Plan, or the payment of Settlement Options in lieu
of such exercise;
(ii) 10 years after the date of adoption of
the Plan by the Board; or
(iii) such other date as the Board shall
determine.
14. Governing Law. The provisions of the Plan shall
be construed, administered and enforced according to the
laws of the State of Delaware.
15. Miscellaneous.
a. The captions and section headings used herein are for
convenience only, shall not be deemed part of the Plan and
shall not in any way restrict or modify the context and
substance of any section or paragraph hereof.
b. The Plan shall be construed in such a fashion that all
Incentive Options shall qualify as "incentive stock
options" under Section 422A of the Code.
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