Full Press Release Details
2014 EQUITY INCENTIVE PLAN
specified or unless the context otherwise requires, the following terms, as used in this Celsus Therapeutics PLC 2014 Equity Incentive
Plan, have the following meanings:
means the committee to which the Board of Directors has delegated the authority to grant equity under the Plan.
means a corporation which, is a parent or subsidiary of the Company, direct or indirect, in an unbroken chain of corporations
if, each of the corporations (except for the ultimate parent corporation) 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 such chain.
means an agreement between the Company and a Participant delivered pursuant to the Plan, in such form as the Administrator
Law means the requirements relating to (a) the adoption and administration of equity plans under United Kingdom corporate
laws, (b) the offer and issuance of equity under United States federal securities laws and regulations and any applicable securities
laws of any other jurisdiction, (c) the Code, (d) any stock exchange or quotation system on which the Common Stock is then listed
or traded, and (e) any other the applicable laws or regulations.
of Directors means the Board of Directors of the Company.
means, with respect to a Participant (a) dishonesty with respect to the Company or any Affiliate, (b) insubordination, substantial
malfeasance or non-feasance of duty, (c) unauthorized disclosure of confidential information, (d) breach by a Participant
of any provision of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant
and the Company or any Affiliate, and (e) conduct substantially prejudicial to the business of the Company or any Affiliate; provided,
however, that any provision in an agreement between a Participant and the Company or an Affiliate, which contains a conflicting
definition of Cause for termination and which is in effect at the time of such termination, shall supersede this definition with
respect to that Participant. The determination of the Administrator as to the existence of Cause will be conclusive on the Participant
means the United States Internal Revenue Code of 1986, as amended, including any successor statute, regulation and guidance
Stock means ordinary shares of the Company, par value 0.01 per share.
means Celsus Therapeutics PLC, a company formed under the laws of England and Wales.
means any natural person who is an advisor or consultant that provides bona fide services to the Company or its Affiliates,
provided that such services are not in connection with the offer or sale of securities in a capital raising transaction, and do
not directly or indirectly promote or maintain a market for the Company's or its Affiliates' securities.
or Disabled means a permanent and total disability in which an individual is unable to engage in any substantial gainful
activity by reason of any 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.
means a member of the Board of Directors.
means any employee of the Company or of an Affiliate (including, without limitation, an employee who is also serving as an
officer or Director of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more
Stock Rights under the Plan.
Act means the Securities Exchange Act of 1934, as amended.
Market Value of a Share of Common Stock means:
the Common Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are regularly
reported for the Common Stock, the closing or, if not applicable, the last price of the Common Stock on the composite tape or other
comparable reporting system for the trading day on the applicable date and if such applicable date is not a trading day, the last
market trading day prior to such date;
the Common Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices
are not regularly reported for the Common Stock for the trading day referred to in clause (1), and if bid and asked prices
for the Common Stock are regularly reported, the mean between the bid and the asked price for the Common Stock at the close of
trading in the over-the-counter market for the trading day on which Common Stock was traded on the applicable date and if such
applicable date is not a trading day, the last market trading day prior to such date; and
the Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the
Administrator, in good faith, shall determine in compliance with Applicable Laws.
means an option intended to qualify as an incentive stock option under Section 422 of the Code.
Option means an option which is not intended to qualify as an ISO.
means an ISO or Non-Qualified Option granted under the Plan.
means an Employee, Director, or Consultant of the Company or an Affiliate to whom one or more Stock Rights are granted under
the Plan. As used herein, "Participant" shall include "Participant's Survivors" where the context
means this Celsus Therapeutics PLC 2014 Equity Incentive Plan.
Act means the Securities Act of 1933, as amended.
means shares of the Common Stock as to which Stock Rights have been or may be granted under the Plan or any shares of capital
stock into which the Shares are changed or for which they are exchanged within the provisions of Paragraph 3 of the Plan.
The Shares issued under the Plan may be authorized and unissued shares or shares held by the Company in its treasury, or both.
Award means a grant by the Company under the Plan of an equity award or equity based award which is not an Option or Stock
Grant means a grant by the Company of Shares under the Plan.
Right means a right to Shares or the value of Shares of the Company granted pursuant to the Plan -- an ISO, a Non-Qualified
Option, a Stock Grant or a Stock-Based Award.
means a deceased Participant's legal representatives and/or any person or persons who acquired the Participant's
rights to a Stock Right by will or by the laws of descent and distribution.
The Plan is intended
to encourage ownership of Shares by Employees, Directors of and certain Consultants to the Company and its Affiliates in order
to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional
incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non-Qualified
Options, Stock Grants and Stock-Based Awards.
The number of Shares
as to which Stock Rights (including ISOs) may be issued from time to time pursuant to this Plan shall be the sum of: (i) 3,033,310
shares of Common Stock and (ii) any shares of Common Stock that are represented by awards granted under the Company's 2007
Stock Option Plan that are forfeited, expire or are cancelled without delivery of shares of Common Stock or which result in the
forfeiture of shares of Common Stock back to the Company on or after June 19, 2014, or the equivalent of such number of Shares
after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization
or similar transaction in accordance with Paragraph 22 of this Plan; provided, however, that no more than 2,831,690 Shares shall
be added to the Plan pursuant to subsection (ii).
to be outstanding, in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than its original
issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited,
cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which were subject
to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Notwithstanding the foregoing,
if a Stock Right is exercised, in whole or in part, by tender of Shares or if the Company or an Affiliate's tax withholding
obligation is satisfied by withholding Shares, the number of Shares deemed to have been issued under the Plan for purposes of the
limitation set forth in Paragraph 3(a) above shall be the number of Shares that were subject to the Stock Right or portion thereof,
and not the net number of Shares actually issued.
Subject to the provisions
of the Plan, the Administrator is authorized to:
provided, however, that all such interpretations,
rules, determinations, terms and conditions shall be made and prescribed in the context of not causing any adverse tax consequences
under Section 409A of the Code and preserving the tax status under Section 422 of the Code of those Options which are designated
as ISOs. Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of
any Stock Right granted under it shall be final, unless otherwise determined by the Board of Directors. In addition, the Board
of Directors may take any action under the Plan that would otherwise be the responsibility of the Administrator.
To the extent permitted
under Applicable Law, the Board of Directors or the Administrator may allocate all or any portion of its responsibilities and powers
to any one or more of its members and may delegate all or any portion of its responsibilities and powers to any other person selected
by it. The Board of Directors or the Administrator may revoke any such allocation or delegation at any time.
The Administrator will,
in its sole discretion, name the Participants in the Plan, provided, however, that each Participant must be an Employee, Director
or Consultant of the Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator
may authorize the grant of a Stock Right to a person not then an Employee, Director or Consultant of the Company or of an Affiliate.
The actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become a Participant at or prior