EXHIBIT 10.17
ENDEAVOR PHARMACEUTICALS, INC.
STOCK OPTION PLAN FOR EMPLOYEES AND CONSULTANTS
1. Purpose of Plan. This Endeavor Pharmaceuticals Inc. Stock
Option Plan for Consultants (this "Plan") is intended to increase the incentive
for participants to contribute to the success of Endeavor Pharmaceuticals Inc.
("Endeavor") and to reward them for their contribution to that success. It is
intended that options under this Plan be awarded to certain employees and
consultants of Endeavor and also to certain employees of Applied Analytical
Industries, Inc. ("AAI") who work on projects for and on behalf of Endeavor or
consult directly with the President of Endeavor or other employees of Endeavor
with respect to important Endeavor business. Accordingly, this Plan is intended
to qualify for the exemption available under Rule 701 under the Securities
Exchange Act as a plan for employees and consultants.
2. Shares Subject to Plan. The options granted under this Plan
will be options to acquire shares of Endeavor's common stock, $.01 par value
("common stock"). The maximum number of shares that may be issued pursuant to
this Plan is 55,000.
3. Administration of Plan. The Board of Directors of Endeavor or
such directors or officers of Endeavor as the Board of Directors may designate,
if any (the "Committee"), will administer this Plan. The Committee, in addition
to any other powers granted to it hereunder, shall have the delegated powers,
subject to the express provisions of this Plan to:
(a) in its discretion, determine the Employees and
Consultants (each as defined in Section 4(a) hereof) to receive options, the
times when options shall be granted, the times when options may be exercised,
the number of shares to be subject to each option, the exercise price of each
option, and any restrictions on the transfer or ownership of shares purchased
pursuant to an option;
(b) prescribe, amend and repeal rules and regulations of
general application relating to this Plan;
(c) construe and interpret this Plan;
(d) require of any person exercising an option granted
under this Plan, at the time of such exercise, to execute any paper, make any
representation, or give any commitment that the Committee shall, in its
discretion, deem necessary or advisable by reason of the securities laws of the
United States or any State, or execute any paper or pay any sum of money in
respect of taxes or undertake to pay or have paid any such sum that the
Committee shall, in its discretion, deem necessary by reason of the Internal
Revenue Code or any rule or regulation thereunder, or by reason of the tax laws
of any State;
(e) amend or waive any provision of any stock options
previously granted and outstanding, but no amendment shall be made to any stock
option agreement that would cause the inclusion therein of any term or provision
inconsistent with this Plan; and
(f) make all other determinations necessary or advisable
for the administration of this Plan. Determinations of the Committee with
respect to the matters referred to in this section shall be conclusive and
binding on all persons eligible to participate under this Plan and their legal
representatives and beneficiaries. The Committee shall have full authority to
act with respect to the participation of any Employee or Consultant, and nothing
in this Plan shall be construed to be in derogation of such authority.
The Committee may designate selected Committee members or employees of
Endeavor to assist the Committee in the administration of this Plan and may
grant authority to such persons to execute documents, including options, on
behalf of the Committee.
Decisions and determinations of the Committee on all matters relating
to this Plan shall be in its sole discretion and shall be conclusive. No member
of the Committee, nor any person authorized to act on behalf of the Committee,
shall be liable for any action taken or decision made in good faith relating to
this Plan or any award thereunder.
4. Grant of Option to Consultants.
(a) Persons to Whom Options May Be Granted. The
Committee may grant a stock option to any employee or consultant of the Company
(each, an "Employee") and any employee of AAI who works on projects performed
by AAI for Endeavor and consults directly with the President of Endeavor or
other employees of Endeavor with respect to important Endeavor business (each,
a "Consultant"); provided that any such Employee or Consultant, prior to the
receipt of any such option must enter into the Securityholders Agreement dated
as of November 17, 1995 among Endeavor and its securityholders named therein by
executing and delivering to Endeavor a counterpart of such Securityholders
Agreement or an agreement to be bound by the terms of the Securityholders
Agreement of the form attached hereto.
(b) Number of Shares. The Committee may grant to an
Employee or Consultant an option to purchase such number of shares as the
Committee may chose.
(c) Exercise Price. The Committee will specify the
exercise price with respect to each option granted hereunder, but with respect
to each option the exercise price must be at least $5.00 per share (subject to
adjustment for any stock split, stock dividend or similar transaction effected
after the effective date of this Plan).
(d) Term of Options. The Committee will specify the
expiration date of each option granted hereunder; provided, however that no
option granted hereunder may be exercised after the expiration of ten years
from the date on which such option was granted.
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5. Exercise. Subject to the provisions of this Plan, an option
granted hereunder shall be exercisable at such time or times after the date of
Grant thereof, according to such schedule and upon such conditions as may be
determined by the Committee at the time of grant. An option granted hereunder
may be exercised as to part or all of the shares covered thereby at any time
before the expiration date of such option.
During the participant's lifetime, only the participant may exercise
an option granted to him. If a participant dies prior to the expiration date of
an option granted to him, without having exercised his option as to all of the
shares covered thereby, the option may be exercised, to the extent of the
shares with respect to which the option could have been exercised on the date
of the participant's death, by the estate or a person who acquired the right to
exercise the option by bequest or inheritance or by reason of the death of the
participant.
6. Payment of Exercise Price. The exercise price will be payable
upon exercise of the option to purchase shares.
7. Transferability. No option granted hereunder may be
transferred by the participant except by will or by the laws of descent and
distribution, upon the death of the participant.
8. Warrant Certificate. The Committee will deliver to each
participant to whom an option is granted a warrant certificate of the form
attached hereto, stating the terms of the option.
9. Capital Adjustments. The number of shares of common stock
covered by each outstanding option granted under the Plan, and the option price
thereof, will be subject to an appropriate and equitable adjustment, as
determined by the Committee, to reflect any stock dividend, stock split or
share combination with respect to the common stock of the Company, and will be
subject to such adjustment as the Committee may deem appropriate to reflect any
exchange of shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like, of or by Endeavor.
10. Amendment or Discontinuance. This Plan may be amended,
altered or discontinued by the Board of Directors of Endeavor. No termination
or amendment of this Plan shall materially and adversely affect any rights or
obligations of the holder of an option theretofore granted under this Plan
without his consent.
11. Effect of the Plan. Neither the adoption of this Plan nor any
action of the Board of Directors of Endeavor or the Committee shall be deemed
to give any person any right to be granted an option to purchase common stock
of Endeavor or any other rights hereunder except as may be expressly granted by
the Committee and evidenced by a warrant certificate described in Section 8
hereof.
12. Effectiveness of the Plan; Duration. This Plan shall be
effective at once upon approval by the Board of Directors of Endeavor. No
options may be granted under this Plan after July 1, 2009.
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