EXHIBIT 4.7
ILEX ONCOLOGY, INC.
2000 EMPLOYEE STOCK COMPENSATION PLAN
(effective April 1, 2000)
ILEX ONCOLOGY, INC. 2000 EMPLOYEE STOCK COMPENSATION PLAN
TABLE OF CONTENTS Section ARTICLE I PLAN Purpose 1.1 Term of Plan 1.2 ARTICLE II DEFINITIONS Affiliate 2.1 Award 2.2 Award Agreement 2.3 Board 2.4 Change of Control 2.5 Code 2.6 Committee 2.7 Company 2.8 Corporate Change 2.9 Disability 2.10 Employee 2.11 Exchange Act 2.12 Fair Market Value 2.13 Holder 2.14 Incentive Option 2.15 Mature Shares 2.16 Non-Employee Director 2.17 Nonqualified Option 2.18 Option 2.19 Option Agreement 2.20 Outside Director 2.21 Plan 2.22 Restricted Stock 2.23 Restricted Stock Agreement 2.24 Restricted Stock Award 2.25 Retirement 2.26 Stock 2.27 Ten Percent Stockholder 2.28 Voting Stock 2.29
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ARTICLE III ELIGIBILITY ARTICLE IV GENERAL PROVISIONS RELATING TO AWARD S Authority to
Grant Awards 4.1 Dedicated Shares; Maximum Awards 4.2 Non-Transferability 4.3 Requirements of Law 4.4 Recapitalization or Reorganization of the Company 4.5 Election Under Section 83(b) of the Code 4.6 ARTICLE V OPTIONS Type of Option 5.1 Exercise Price 5.2 Duration of Options 5.3 Amount Exercisable 5.4 Exercise of Options 5.5 Exercise on Termination of Employment 5.6 Substitution Options 5.7 No Rights as Stockholder 5.8 ARTICLE VI RESTRICTED STOCK AWARDS Restricted Stock Awards 6.1 Holder's Rights as Stockholder 6.2 ARTICLE VII ADMINISTRATION ARTICLE VIII AMENDMENT OR TERMINATION OF PLAN ARTICLE IX MISCELLANEOUS No Establishment of a Trust Fund 9.1 No Employment or Affiliation Obligation 9.2 Forfeiture 9.3 Tax Withholding 9.4 Written Agreement 9.5 Indemnification of the Committee and the Board 9.6 Gender 9.7 Headings 9.8 Other Compensation Plans 9.9 Other Options or Awards 9.10 Governing Law 9.11
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ARTICLE I
PLAN
1.1 Purpose . The Plan is intended to advance the best interests of the Company and its stockholders by providing those persons who have responsibility for the management and growth of the Company and its Affiliates or other persons who provide services to the Company or any of its Affiliates with additional incentives and an opportunity to obtain or increase their proprietary interest in the Company, thereby encouraging them to continue to serve the Company or any of its Affiliates.
1.2 Term of Plan. The Plan is effective April 1, 2000. If within one year of that date it has not been approved by at least a majority vote of stockholders 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 prescribes a greater degree of stockholder approval for this action, the approval by the holders of that percentage, at a duly held meeting of stockholders, then any options granted as Incentive Options shall instead be treated as Nonqualified Options. No Award shall be granted under the Plan after March 31, 2010. The Plan shall remain in effect until all Awards under the Plan have been satisfied or expired.
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ARTICLE II
DEFINITIONS
The words and phrases defined in this Article shall have the meaning set out in these definitions throughout the Plan, unless the context in which any such word or phrase appears reasonably requires a broader, narrower, or different meaning.
2.1 "Affiliate" means any parent corporation and any subsidiary corporation. The term "parent corporation" means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of the action or transaction, each of the corporations other than the Company owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. The term "subsidiary corporation" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the action or transaction, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.
2.2 "Award" means any Incentive Option, Nonqualified Option, or Restricted Stock Award granted under the Plan.
2.3 "Award Agreement" has the meaning ascribed to it in Section 9.5.
2.4 "Board" means the board of directors of the Company.
2.5 "Change of Control" means the occurrence of any of the following after the date on which the applicable Award is granted:
(i) the consummation of:
(x) a merger, consolidation or reorganization of the Company with or into any other person if as a result of such merger, consolidation or reorganization, 50 percent or less of the combined voting power of the then-outstanding securities of the continuing or surviving entity immediately after such merger, consolidation or reorganization are held in the aggregate by the holders of Voting Stock immediately prior to such merger, consolidation or reorganization;
(y) any sale, lease, exchange or other transfer of all or substantially all the assets of the Company and its consolidated subsidiaries to any other person if as a result of such sale, lease, exchange or other transfer, 50 percent or less of the combined voting power of the then-outstanding securities of such other person immediately after such sale, lease,
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exchange or other transfer are held in the aggregate by the holders of Voting Stock immediately prior to such sale, lease, exchange or other transfer; or
(z) the stockholders of the Company approve the dissolution of the Company.
A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction.
2.6 "Code" means the Internal Revenue Code of 1986, as amended.
2.7 "Committee" means a committee of at least two persons appointed by the Board. The Committee shall be comprised solely of persons who are both Non-Employee Directors and Outside Directors.
2.8 "Company" means ILEX Oncology, Inc, a
Delaware corporation.
2.9 "Corporate Change" shall have the meaning ascribed to it in Section 4.5.
2.10 "Disability" means a medically determinable mental or physical impairment which, in the opinion of a physician selected by the Committee, shall prevent the Holder from engaging in any substantial gainful activity and 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 and which: (a) was not contracted, suffered or incurred while the Holder was engaged in, or did not result from having engaged in, a felonious criminal enterprise; (b) did not result from alcoholism or addiction to narcotics; (c) did not result from an injury incurred while a member of the Armed Forces of the United States for which the Holder receives a military pension; and (d) did not result from an intentionally self-inflicted injury.
2.11 "Employee" means a person employed by the Company or any Affiliate.
2.12 "Exchange Act" means the Securities Exchange Act of 1934, as amended.
2.13 "Fair Market Value" of the Stock as of any date means (a) the closing sale price for a share of the Stock on that date (or, if there was no sale on such date, the next preceding date on which there was such a sale) on the principal securities exchange or inter-dealer quotation market on which the Stock is listed; or (b) if the Stock is not listed on a securities exchange, an amount as determined by the Committee in its sole discretion.
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2.14 "Holder" means a person who has been granted an Award, or any person who is entitled to payment under an Award in accordance with the terms of the Plan.
2.15 "Incentive Option" means an Option granted under the Plan which is designated as an "Incentive Option" and satisfies the requirements of section 422 of the Code.
2.16 "Mature Shares" means shares of Stock that the Holder has held for at least six months.
2.17 "Non-Employee Director" means a "non-employee director" as defined in Rule 16b-3 of the Exchange Act.
2.18 "Nonqualified Option" means an Option granted under the Plan other than an Incentive Option.
2.19 "Option" means either an Incentive Option or a Nonqualified Option granted under the Plan to purchase shares of Stock.
2.20 "Option Agreement" means the written agreement which sets out the terms of an Option.
2.21 "Outside Director" means a member of the Board serving on the Committee who is not a current Employee of the Company, is not a former Employee of the Company who receives compensation for prior services (other than benefits under a tax qualified retirement plan) during the taxable year, has not been an officer of the Company and does not receive remuneration from the Company either directly or indirectly, in any capacity other than as a Director.
2.22 "Plan" means the ILEX Oncology, Inc. 2000 Employee Stock Compensation Plan, as set forth in this document and as it may be amended from time to time.
2.23 "Restricted Stock" means stock awarded or purchased under the Plan pursuant to a Restricted Stock Agreement.
2.24 "Restricted Stock Agreement" means the written agreement which sets out the terms of a Restricted Stock Award.
2.25 "Restricted Stock Award" means an Award of Restricted Stock.
2.26 "Retirement" means the termination of an Employee's employment relationship with the Company and all Affiliates after completing at least five years of service and attaining the age of 65.
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2.27 "Stock" means the common stock of the Company, $0.01 par value or, in the event that the outstanding shares of common stock are later changed into or exchanged for a different class of stock or securities of the Company or another corporation, that other stock or security.
2.28 "Ten Percent Stockholder" means an individual who, at the time the Option is granted, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or of any Affiliate. An individual shall 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; and stock owned, directly or indirectly, by or for a corporation, partnership, estate, or trust, shall be considered as being owned proportionately by or for its stockholders, partners, or beneficiaries.
2.29 "Voting Stock" means shares of capital stock of the Company the holders of which are entitled to vote for the election of directors, but excluding shares entitled to so vote only upon the occurrence of a contingency unless that contingency shall have occurred.
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ARTICLE III
ELIGIBILITY
The individuals who shall be eligible to receive Incentive Options shall be those key employees of the Company or any of its Affiliates as the Committee shall determine from time to time. The individuals who shall be eligible to receive Awards other than Incentive Options shall be those persons, including employees, consultants, advisors, directors and other persons, who have responsibility for the management and growth of the Company or any of its Affiliates or other persons providing services to the Company or any of its Affiliates as the Committee shall determine from time to time. The Board may designate one or more individuals who shall not be eligible to receive any Award under the Plan or under other similar plans of the Company.
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ARTICLE IV
GENERAL PROVISIONS RELATING TO AWARDS
4.1 Authority to Grant Awards . The Committee may grant to those Employees of the Company or any of its Affiliates and other eligible persons as it shall from time to time determine, Awards under the terms and conditions of the Plan. Subject only to any applicable limitations set out in the Plan, the number of shares of Stock to be covered by any Award to be granted to any person shall be as determined by the Committee. In addition, pursuant to direction from the Board of Directors, the Committee may also establish local country plans as subplans to this Plan, each of which shall be attached as an appendix hereto. In establishing such a plan, the Committee shall take any action, before or after an Award is made, which it deems advisable to obtain or comply with any necessary local government regulatory exemptions or approvals; provided, that the Board of Directors may not take any action hereunder which would violate any securities law of any governing country. Provided further, that no such action shall constitute any change in the aggregate number of shares of Stock which may be issued under Awards under this Plan, nor shall any such action expand the Employees (or class of Employees) otherwise eligible to receive Awards hereunder, nor in any way cause Incentive Options granted hereunder to cease to qualify as incentive options. In the event of a conflict between the terms of the Plan and the terms of any local country plan, the terms of the Plan shall control.
4.2 Dedicated Shares; Maximum Awards. The total number of shares of Stock with respect to which Awards may be granted under the Plan is 4,250,000. The shares of Stock may be treasury shares or authorized but unissued shares. The total number of shares of Stock with respect to which Incentive Options may be granted under the Plan is 4,250,000 shares. The total number of shares of Stock with respect to which Restricted Stock Awards may be granted under the Plan is 4,250,000 shares. The maximum number of shares subject to Options which may be issued to any person under the Plan during any calendar year is 200,000 shares. The maximum number of shares subject to Restricted Stock Awards which may be granted to any person under the Plan during any calendar year is 200,000 shares. The number of shares stated in this Section 4.2 shall be subject to adjustment in accordance with the provisions of Section 4.5.
If any outstanding Award expires or terminates for any reason or any Award is surrendered or canceled, the shares of Stock allocable to the unexercised portion of that Award may again be subject to an ...