Full Press Release Details
Biosciences Corporation
Equity Incentive Plan
by the Board of Directors: April 21, 2016
by the Shareholders: June 20, 2016
by the Board of Directors: June 14 and July 19, 2017
by the Shareholders: September 7, 2017
to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the AmpliPhi
Biosciences Corporation 2013 Stock Incentive Plan (the "2013 Plan"). From and after 12:01 a.m.
Pacific Time on the Effective Date, no additional stock awards will be granted under the 2013 Plan. All Awards granted on or after
12:01 a.m. Pacific Time on the Effective Date will be granted under this Plan. All stock awards granted under the 2013 Plan or
under the 2009 Targeted Genetics Stock Incentive Plan or the AmpliPhi Biosciences Corporation 2012 Stock Incentive Plan (collectively,
with the 2013 Plan, the "Prior Plans"), will remain subject to the terms of the Prior Plans.
shares that would otherwise remain available for future grants under the 2013 Plan as of 12:01 a.m. Pacific Time on the Effective
Date (the "2013 Plan's Available Reserve") will cease to be available under the 2013 Plan at such
time. Instead, that number of shares of Common Stock equal to the 2013 Plan's Available Reserve will be added to the Share
Reserve (as further described in Section 3(a) below) and will be immediately available for grants and issuance pursuant to Stock
Awards hereunder, up to the maximum number set forth in Section 3(a) below.
addition, from and after 12:01 a.m. Pacific Time on the Effective Date, any shares subject, at such time, to outstanding stock
awards granted under the Prior Plans that (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited
because of the failure to meet a contingency or condition required to vest such shares or otherwise return to the Company; or
(iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy
the purchase price or exercise price of a stock award (such shares the "Returning Shares") will immediately
be added to the Share Reserve (as further described in Section 3(a) below) as and when such shares become Returning Shares, up
to the maximum number set forth in Section 3(a) below.
Award Recipients. Employees, Directors and Consultants are eligible to receive Awards.
Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock
Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance
Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards.
The Plan, through the grant of Awards, is intended to help the Company secure and retain the services of eligible award recipients,
provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate, and provide a means
by which the eligible recipients may benefit from increases in value of the Common Stock.
by Board. The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or Committees,
as provided in Section 2(c).
of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:
determine: (A) who will be granted Awards; (B) when and how each Award will be granted; (C) what type of Award will be granted;
(D) the provisions of each Award (which need not be identical), including when a person will be permitted to exercise or otherwise
receive cash or Common Stock under the Award; (E) the number of shares of Common Stock subject to, or the cash value of, an Award;
and (F) the Fair Market Value applicable to a Stock Award.
construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for administration
of the Plan and Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan
or in any Award Agreement or in the written terms of a Performance Cash Award, in a manner and to the extent it will deem necessary
or expedient to make the Plan or Award fully effective.
settle all controversies regarding the Plan and Awards granted under it.
accelerate, in whole or in part, the time at which an Award may be exercised or vest (or the time at which cash or shares of Common
Stock may be issued in settlement thereof).
suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or termination
of the Plan will not materially impair a Participant's rights under the Participant's then-outstanding Award without
the Participant's written consent, except as provided in subsection (viii) below.
amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating
to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or bringing the Plan
or Awards granted under the Plan into compliance with the requirements for Incentive Stock Options or ensuring that they are exempt
from, or compliant with, the requirements for nonqualified deferred compensation under Section 409A of the Code, subject to the
limitations, if any, of applicable law. If required by applicable law or listing requirements, and except as provided in Section
9(a) relating to Capitalization Adjustments, the Company will seek shareholder approval of any amendment of the Plan that (A)
materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially expands the class
of individuals eligible to receive Awards under the Plan, (C) materially increases the benefits accruing to Participants under
the Plan, (D) materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (E) materially
extends the term of the Plan, or (F) materially expands the types of Awards available for issuance under the Plan. Except as otherwise
provided in the Plan or an Award Agreement, no amendment of the Plan will materially impair a Participant's rights under
an outstanding Award without the Participant's written consent.
submit any amendment to the Plan for shareholder approval, including, but not limited to, amendments to the Plan intended to satisfy
the requirements of (A) Section 162(m) of the Code regarding the exclusion of performance-based compensation from the limit on
corporate deductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding "incentive stock
options" or (C) Rule 16b-3.
approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited
to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any
specified limits in the Plan that are not subject to Board discretion; provided, however, that a Participant's rights
under any Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant,
and (B) such Participant consents in writing. Notwithstanding the foregoing, (1) a Participant's rights will not be deemed
to have been impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole,
does not materially impair the Participant's rights, and (2) subject to the limitations of applicable law, if any, the Board
may amend the terms of any one or more Awards without the affected Participant's consent (A) to maintain the qualified status
of the Award as an Incentive Stock Option under Section 422 of the Code; (B) to change the terms of an Incentive Stock Option,
if such change results in impairment of the Award solely because it impairs the qualified status of the Award as an Incentive Stock
Option under Section 422 of the Code; (C) to clarify the manner of exemption from, or to bring the Award into compliance with,
Section 409A of the Code; or (D) to comply with other applicable laws or listing requirements.
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the
Company and that are not in conflict with the provisions of the Plan or Awards.
adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors
or Consultants who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary
for immaterial modifications to the Plan or any Award Agreement that are required for compliance with the laws of the relevant
foreign jurisdiction).
effect, with the consent of any adversely affected Participant, (A) the reduction of the exercise, purchase or strike price of
any outstanding Stock Award; (B) the cancellation of any outstanding Stock Award and the grant in substitution therefor of a new
(1) Option or SAR, (2) Restricted Stock Award, (3) Restricted Stock Unit Award, (4) Other Stock Award, (5) cash and/or (6) other
valuable consideration determined by the Board, in its sole discretion, with any such substituted award (x) covering the same or
a different number of shares of Common Stock as the cancelled Stock Award and (y) granted under the Plan or another equity or compensatory
plan of the Company; or (C) any other action that is treated as a repricing under generally accepted accounting principles.
The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan
is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee
any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter
be to the Committee or subcommittee, as applicable). Any delegation of administrative powers will be reflected in resolutions,
not inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The Board
may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some
or all of the powers previously delegated.
162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in accordance with Section
162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.
to an Officer. To the extent permissible under applicable law, the Board may delegate to one (1) or more Officers the authority
to do one or both of the following (i) designate Employees who are not Officers to be recipients of Options and SARs (and, to the