Exhibit 4.2
Adopted by directors on March 28, 2003
Approved by shareholders on June 10, 2003
ANTIGENICS INC. DIRECTORS' DEFERRED
COMPENSATION PLAN
ARTICLE I
GENERAL
1.1 Establishment of Plan. Antigenics Inc. ("Antigenics") hereby
establishes the Antigenics Directors' Deferred Compensation Plan (the "plan"),
effective as of June 11, 2003, to allow each member of the Antigenics Board of
Directors who is not also an officer or employee of Antigenics to defer receipt
of all or a portion of the cash compensation payable to him or her as a director
of Antigenics until his or her termination of service as a director or, subject
to requirements set forth in Section 3.1, such other date as may be specified by
him or her.
1.2 No Right to Corporate Assets. This plan is unfunded and Antigenics
will not be required to set aside, segregate, or deposit any funds or assets of
any kind to meet its obligations hereunder. Nothing in this plan will give a
participant, a participant's beneficiary or any other person any equity or other
interest in the assets of Antigenics, or create a trust of any kind or a
fiduciary relationship of any kind between Antigenics and any such person. Any
rights that a participant, beneficiary or other person may have under this plan
will be solely those of a general unsecured creditor of Antigenics.
1.3 Limitation on Rights Created by Plan. Nothing in this plan will give a
participant any right to continue as a director of Antigenics.
1.4 Nonalienation of Benefits. The rights and benefits of a participant in
this plan are personal to the participant. No interest, right or claim under
this plan and no distribution therefrom will be assignable, transferable or
subject to sale, mortgage, pledge, hypothecation, anticipation, garnishment,
attachment, execution or levy, except by designation of beneficiaries as
provided in Section 3.6.
1.5 Binding Effect of Plan. This plan will be binding upon and inure to
the benefit of participants and designated beneficiaries and their heirs,
executors and administrators, and to the benefit of Antigenics and its assigns
and successors in interest.
1.6 Administration. This plan will be administered by the Chief Financial
Officer of Antigenics or other officer designated by the Board of Directors (the
"Administrator") who will have sole responsibility for its interpretation.
1.7 Interpretation. This plan will be construed, enforced and administered
according to the laws of the Commonwealth of Massachusetts.
ARTICLE II
DEFERRAL OF COMPENSATION
2.1 Deferral Agreement. Any member of the Board of Directors of Antigenics
who is not an officer or employee of Antigenics or its subsidiaries (an "outside
director") is eligible to participate in this plan. An outside director may
participate in the plan by executing an agreement before September 30 of any
year prior to the calendar year in which such agreement will take effect
authorizing Antigenics to defer all or a portion of his or her compensation as
director (the "deferral agreement"). A deferral agreement will remain in effect
for each succeeding calendar year unless the participant files a written
revocation or superseding deferral agreement with the Administrator. A deferral
agreement for any particular year is irrevocable after the last day of the
immediately preceding calendar year.
2.2 Amount of Deferral. Each participant may elect in his or her deferral
agreement to defer 25 percent, 50 percent, 75 percent or 100 percent of the
total cash compensation paid to the participant as an outside director of
Antigenics.
2.3 Deferral Account. For bookkeeping purposes only, the Administrator
will establish and maintain an account (the "deferral account") for each
participant which documents the compensation deferred by the participant,
earnings credited to the account and payments from the account. The deferral
account will consist of a subaccount for amounts earning interest, which will be
denominated on a dollar basis (the "cash account"), and a subaccount for amounts
invested in hypothetical shares of Antigenics common stock, $0.01 par value,
which will be denominated on a share basis (the "stock account"). Each
participant will indicate in his or her deferral agreement the percentage of
future deferrals to be invested in the cash account and the stock account.
Amounts may not be transferred between the cash account and the stock account.
2.4 Cash Account. As of the tenth business day of each calendar year, the
Administrator will credit to the participant's cash account an amount equal to
the amount of compensation otherwise payable to the participant in the preceding
calendar year which the participant has elected to defer and invest in the cash
account. As of the last day of each calendar year, the Administrator will credit
interest on the balance in the cash account on that date at the rate paid on
one-year Treasury bills hypothetically purchased on the first day of such
calendar year. For a participant receiving installment payments, interest will
be credited on the balance from time to time remaining in the cash account until
the account has been completely paid.
2.5 Stock Account. As of the tenth business day of each calendar year, the
Administrator will credit to the participant's stock account a number of units
representing shares of common stock equal to the amount of compensation
otherwise payable to the participant in the preceding calendar year which the
participant has elected to defer and invest in common stock divided by the
applicable stock price for such common stock. The applicable stock price shall
mean the average of the closing price for such common stock for all trading days
during the applicable calendar year as reported by the Nasdaq National Market
or, if not then traded on the Nasdaq National Market, as reported by a system or
organization selected by the Administrator. As of the date of payment of any
cash dividend on shares of common stock, the Administrator
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will credit to the stock account a number of units representing shares of the
common stock equal to (i) the cash dividend per share times the number of units
representing shares credited to the stock account as of the dividend record date
divided by (ii) the closing price for such shares of common stock on the date of
payment of the dividend. As of the date of payment of any stock dividend on
shares of common stock, the Administrator will credit to the stock account a
number of units representing shares equal to the stock dividend declared times
the number of units representing shares of common stock upon which such dividend
was declared credited to the stock account as of the dividend record date. In
the event of any stock dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, exchange of shares or similar change
affecting the common stock, appropriate adjustment will be made in the number
and/or kind of units representing shares credited to the stock account. The
stock account is maintained for bookkeeping purposes only. Prior to distribution
to a participant under Section 3.3 or 3.4, units representing shares credited to
the stock account are not considered actual shares of common stock of Antigenics
for any purpose and a participant will have no rights as a stockholder with
respect to such shares. Units representing shares will include fractional units
computed to three decimal places.
2.6 Shares Subject to the Plan. The aggregate number of shares of common
stock which have been reserved for issuance under this plan is 100,000. In the
event of any stock dividend, split-up, combination or reclassification of
shares, recapitalization or similar capital change relating to the common stock,
the maximum aggregate number and kind of shares or securities of Antigenics that
may be issued under the plan shall be appropriately adjusted by the Antigenics
Board of Directors (whose determination shall be conclusive).
ARTICLE III
PAYMENT OF DEFERRED COMPENSATION
3.1 Commencement of Payment. Each participant will elect in his or her
deferral agreement to have payments commence in the calendar year following his
or her termination of service as a director or such other calendar year as may
be specified; provided, however, that if a participant elects to have payments
commence in a calendar year other than the calendar year following his or her
termination of service as a director, the earliest calendar year that a
participant may elect to have payments commence shall be the second calendar
year following the date of such election. For example, a deferral agreement
executed in 2004 may not specify a payment commencement date earlier than 2006.
Such election will be irrevocable.
3.2 Election of Form of Payment. Each participant will elect in his or her
deferral agreement to have his or her deferral account paid in either a lump sum
or in annual installments for a period specified by the participant, which
period may not exceed five years.
3.3 Lump Sum Payments. A participant who elects to have his or her
deferral account paid in a lump sum will receive the lump sum payment on or
before March 1 of the year specified in the deferral agreement for commencement
of payment. The lump sum payment will consist of (a) cash in the amount credited
to his or her cash account, and (b) subject to Section 3.5, the number of shares
of common stock equal to the number of units representing shares credited to his
or her stock account; provided, however, that no fractional shares will be
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issued under the plan and the number of shares issued will be rounded down to
the nearest full share.
3.4 Installment Payments. A participant who elects to have his or her
deferral account paid in annual installments will receive an installment payment
on or before March 1 of each year that installments are due commencing with the
year specified in his or her deferral agreement. Each installment payment will
consist of (a) cash in the amount credited to his or her cash account on the
date of payment divided by the number of annual installments remaining to be
paid, and (b) subject to Section 3.5, the number of shares of common stock equal
to the number of units representing shares credited to his or her stock account
divided by the number of annual installments remaining to be paid; provided,
however, that no fractional shares will be issued under the plan and the number
of units representing shares issued will be rounded down to the nearest full
share.
3.5 Limitation on Stock Distributions. If a participant would receive any
payment from his or her stock account in excess of the number of shares
remaining under the plan, such participant shall receive cash in an amount equal
to a number of units representing shares of common stock in his or her stock
account times the closing price for such common stock as of the trading day
preceding the date of distribution as is necessary to avoid exceeding such
remaining number. If more than one participant is in that situation, the
Administrator will determine allocations among participants.
3.6 Beneficiaries. A participant may designate in his or her deferral
agreement a beneficiary or beneficiaries (which may be an entity other than a
natural person) to receive any payments to be made upon his or her death. A
participant may elect to have payments to beneficiaries paid in a lump sum or in
annual installments for a period not to exceed five years. At any time, and from
time to time, a participant may change or revoke his or her designation of
beneficiary or form of payment without the consent of any beneficiary. Any such
designation, change or revocation must be made in writing and filed with the
Administrator. If the participant designates more than one beneficiary, any
payments to beneficiaries will be made in equal percentages unless the
participant designates otherwise. Any portion of a participant's deferral
account that is not disposed of by designation of beneficiary upon the
participant's death will be paid to his or her estate.
3.7 Payments on Death. If a participant dies before full payment of his or
her deferral account, Antigenics will make payments to the participant's
designated beneficiary or beneficiaries, or to his or her estate, of the amount
remaining in the deceased participant's deferral account. Such payments will be
in the form designated by the participant and will commence on the tenth
business day of the calendar year following the death of the participant (or as
soon thereafter as practicable) and, in the case of annual installments, will be
paid on or before March 1 of each succeeding year. The Administrator may, in his
or her discretion, accelerate payment of the cash account, but not the stock
account, upon a participant's death.
3.8 Hardship Distributions from Accounts. The Administrator may, in his or
her discretion, distribute a portion or all of a participant's cash account in
case of an unanticipated emergency that is caused by an event beyond the control
of the participant and that would result in severe financial hardship to the
individual if early withdrawal were not permitted. The
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Administrator will determine the date of payment of the distribution. Hardship
distributions are not permitted from a participant's stock account.
ARTICLE IV
AMENDMENT AND TERMINATION
4.1 Amendment. Antigenics may, without the consent of any participant,
beneficiary or other person, amend the plan at any time and from time to time;
provided, however, that no amendment will reduce the amount credited prior to
such amendment to the deferral account of any participant.
4.2 Termination. Antigenics may terminate the plan at any time. Upon
termination of the plan, payments from a participant's deferral account shall be
made in the manner and at the time prescribed in Article III; provided, however,
that Antigenics may, in its discretion, distribute a participant's deferral
account in a lump sum as soon as practicable after the date the plan is
terminated.
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ANTIGENICS INC. DIRECTORS' DEFERRED
COMPENSATION PLAN
DEFERRAL AGREEMENT
The undersigned, an outside director of Antigenics Inc. eligible to participate
in the Antigenics Inc. Directors' Deferred Compensation Plan (the "Plan"),
hereby elects as follows with respect to any director fees hereafter earned by
the undersigned, subject to the acknowledgment and agreement of the Plan's
Administrator:
PART I - DEFERRAL ELECTION
I elect to defer:
___________% of all amounts that would otherwise be cash compensation
payments, or
$__________ (but not more than 100% of such payments)
PART II - NOTIONAL INVESTMENT OF DEFERRALS
Allocate all amounts deferred hereunder as follows [ALLOCATIONS MUST TOTAL
100%]:
Percentage allocated to the "cash account" as that term is
defined in the Plan (not more than 100%): ________%
Percentage allocated to the "stock account" as that term is
defined in the Plan (not more than 100% minus the percentage
allocated to cash account): ________%
PART III - DISTRIBUTION
All amounts deferred hereunder will be paid (or commence to be paid) in [SELECT
ONE]:
______ The calendar year following the calendar year in which the
undersigned ceases to serve as a director of the Company; or
______ Calendar year ___________ (see Section 3.1 of the Plan)
All amounts deferred hereunder will be paid either:
_____ In a single lump sum, or
_____ In annual installments over _____ (not more than five) years
The undersigned acknowledges that he/she has received a copy of the Plan and
that the elections made by this Form are subject in all respects to the terms of
the Plan. Without limiting the foregoing, the undersigned acknowledges that
amounts deferred hereunder represent an unfunded and unsecured obligation of
Antigenics Inc.; that the undersigned's right to any such deferred amounts are
those of a general creditor and are nontransferable except at death; that
nothing herein or in the Plan obligates Antigenics Inc. to establish a trust or
otherwise to set aside any assets to satisfy its obligations hereunder; and that
neither the elections set forth herein nor the beneficiary designation (if any)
set forth below shall
take effect unless accepted the Administrator (as that term is defined in the
Plan). The undersigned hereby further acknowledges that the deferral election
set forth above applies only to fees earned after the date hereof and will
continue to apply for all future periods unless revoked or modified prior to the
beginning of the calendar year in which such revocation or modification is to
take effect.
______________________________
Signature
Date: _____________
BENEFICIARY DESIGNATION (OPTIONAL)
The above participant in the Plan, revoking any and all prior beneficiary
designations under the Plan, hereby designates the following person or persons
as beneficiary(ies) to receive any and all amounts (whenever deferred) that are
payable to the undersigned under the Plan and that remain unpaid at the death of
the undersigned:
Name: _________________________________
Address: ______________________________
______________________________
______________________________
Signature
Date: _______________________
* * * * * * * * * * * * * * *
The foregoing Plan elections (and beneficiary designation, if any) are hereby
accepted and agreed:
_______________________________
Administrator
Date: _______________________