Full Press Release Details
Option Plan Regulation 2021
| Table of Content | ||
| 1. | INTRODUCTION | 1 |
| 2. | THE PLAN | 1 |
| 2.1 GENERAL TERMS AND DEFINITIONS | 1 | |
| 2.2. ADMINISTRATION OF THE PLAN | 5 | |
| 2.3. GRANT OF OPTIONS | 5 | |
| 2.4. LIMITATIONS ON TRANSFER | 7 | |
| 2.5. CORPORATE TRANSACTION | 8 | |
| 2.6. FORFEITURE OF RIGHTS | 9 | |
| 2.7. GENERAL PROVISIONS | 10 | |
| APPENDIX I | 13 | |
| APPENDIX II | 15 | |
| ADDENDUM FOR U.S. PARTICIPANTS | 16 | |
| SCHEDULE 1 | 20 |
Pharmaceutics Ltd. is a Nasdaq listed (NLSP) Swiss stock corporation ("Aktiengesellschaft", company registration no.
CHE-447.067.367) pursuant to Articles 620 et seqq. of the Swiss Code of Obligations, engaged in discovery and development of drug
therapies for rare and complex central nervous systems disorders, with unlimited duration and its legal seat in Kloten (Zurich), Switzerland.
Company has allocated to this Plan up to 15% of fully diluted Shares, i.e., Shares issued and outstanding prior to ESOP grant date and
the Shares underlying the ESOP grants.
GENERAL TERMS AND DEFINITIONS
purpose of the Plan is to provide eligible persons including Management, Employees, Directors and Consultants with an opportunity to
obtain Options, thus providing an incentive for these Management, Employees, Directors and Consultants to remain in the service of the
Group and contribute to its future success and long-term value creation, thereby enhancing the value of the Shares and increasing the
ability of the Group to attract and retain individuals of exceptional skills. Any participation by any person is strictly voluntary and
any grant made under this Plan shall be a voluntary benefit for the participant and shall under no circumstances be regarded as salary
or salary components.
Plan rules the conditions and modalities of the purchase and disposal of such Options.
the Plan, the following terms shall have the meanings set forth below:
| "Articles of Association" | shall mean the articles of association of the Company. |
| "Board of Directors" | shall mean the board of directors of the Company. |
| "Change of Control" | shall mean (i) an event which triggers a mandatory offer on the Shares under the rules applying to Nasdaq-listed companies or any other applicable rules, the event being deemed a qualifying event if any one set of such rules considers it an event triggering a mandatory offer or (ii) the acquisition by any person or entity, alone or jointly, of more than 50% of the Shares or of the voting rights of the Company. |
| "Company" | shall mean NLS Pharmaceutics Ltd., the Circle 6, PO Box, 8058 Zurich, Switzerland. |
| "Compensation Committee" | shall mean the compensation committee appointed by the general meeting of Shareholders with the rights and duties as defined in the Organizational Rules of the Company. |
| "Confidential Information" | shall mean all written, spoken, graphic, computer software or visual data and information relating to the Group which is disclosed or given by the Group to the Participant either directly or indirectly, whether in writing or by any other means, and to all summaries, |
| reports and analyses made by the Group which contain or reflect such information including without limitation all know how, technical, financial and business information of any kind whatsoever, unless such Information is (i) general public knowledge or becomes general public knowledge through no fault of the Parties, or (ii) unless such information was received by the Participant from any third party under no obligation of confidentiality to the Participant or to the Group, and when disclosed to a third party is harmful for the Group or detrimental to the Group's interest. | |
| "Consultant" | shall mean any person who is engaged by the Company or a Subsidiary to render consulting or advisory services and is compensated for such services. |
| "Continuous Service" | shall mean that the Participant's provision of services to the Company or a Subsidiary, whether as Management, Employee, Director or Consultant, is not interrupted or terminated as defined in the Plan. |
| "Corporate Transaction" | shall mean either of the following shareholder-approved transactions to which the Company is a party: |
| (i) a merger or transfer in which Shares possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding Shares are transferred to a person or persons different from the persons holding those Shares immediately prior to such transaction, or | |
| (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company. | |
| "Director" | shall mean a member of the board of directors of the Company or of the board of directors of a Subsidiary. |
| "Disability" | shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve (12) months, and will be determined by the Board of Directors on the basis of such medical evidence as the Board of Directors deems warranted under the circumstances. |
| "Employee" | shall mean any executive or employee of the Company or of a Subsidiary, subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance. |
| "Exercise Date" | shall mean the date on which the Company shall have received written notice of the Option exercise. |
| "Exercise Period" | shall mean the period during which Options can be exercised, such period starting as soon as such Options are considered Vested Options. Notwithstanding the foregoing, the Exercise Period shall automatically end on the Option Term and may not start prior to the Grant Date. |
| "Exercise (Strike) Price" | shall mean the price at which Options are exercised to acquire Shares (it being understood that Options may be granted at no additional cost). |
| "Grant Date" | shall mean the date on which Options are granted. |
| "Grant Notice" | shall mean the document specifying the terms and conditions of the granting of Options and executed by the Company and a Participant in substantially the form attached as Appendix I hereto. |
| "Group" | shall mean the Company and its Subsidiaries. |
| "Involuntary Termination" | shall mean the termination of the service of any Participant, which occurs by reason of: |
| (i) such individual's involuntary dismissal or discharge by the Company for reasons other than cause in the sense of art. 337 para 1 Swiss Code of Obligations, or | |
| (ii) such Participant's voluntary resignation following (a) a change in his or her position with the Company which materially reduces his or her level of responsibility, (b) a reduction in his or her level of compensation (including base salary, fringe benefits and participation in corporate performance based bonus or incentive programs, whereby payments based on the individual success or individual performance are not taken into consideration) by more than fifteen percent or (c) a relocation of such Participant's place of employment by more than fifty (50) kilometres, provided and only if such change, reduction or relocation is effected without the individual's consent. | |
| "Option" | shall mean a (non-tradable) share option, that is a right to acquire Shares of the Company pursuant to the Plan, in accordance with any Grant Notice or as the Board of Directors shall otherwise determine. |
| "Option Exercise Notice" | shall mean the notice that needs to be given by a Participant when Options are exercised in substantially the form attached as Appendix II hereto or any other form decided by the Board of Directors. |
| "Options Grant" | shall mean the number of Options granted to a Participant pursuant to a Grant Notice. |
| "Option Term" | shall mean the term of an Option. |
| "Participant" | shall mean Management, Employee, Director or Consultant to whom Options are granted hereunder. |
| "Parent" | shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, provided each corporation in the unbroken chain (other than the Company) owns, at the time of the determination, equity possessing fifty percent (50%) or more of the total combined voting power of all classes of equity in one of the other corporations in such chain. |
| "Plan" | shall mean the Company's Share Option Plan in its present form or as amended from time to time. |
| "Shareholders" | shall mean the holders of any Shares of the Company. |
| "Shares" | shall mean the registered Common Shares with a par value of CHF 0.02 issued by the Company. |
| "Share Option Plan Administrator" | shall mean a person or a company appointed by the Board of Directors responsible for receiving and executing Option Exercise Notices, acting within the guidelines set and approved by the Board of Directors or a committee thereof. |
| "Stock Price" | shall mean the publicly traded price per Share at The Nasdaq Stock Market LLC at the time of the last closing of the markets on the Grant Date. |
| "Subsidiary" | shall mean a legal entity, whether now or hereafter existing, in which the Company, directly or indirectly, in an unbroken chain of legal entities beginning with the Company, owns shares representing 50% or more of the total combined voting power of all classes of stock in one of the other legal entities in such chain. |
| "Vested Option" | shall mean an Option that has vested in accordance with the rules set forth hereunder. |
| "Vesting Date" | shall mean the date upon which an Option vests in accordance with the rules set forth hereunder. |
to any statutory provision are to that provision as amended or re-enacted from time to time and, unless the context otherwise requires,
words or expressions denoting the singular shall include the plural (and vice versa) and words and expressions denoting the masculine
shall include the feminine (and vice versa).
Plan is valid for the Participants in its entirety only. No statement made in any part of the Plan shall be construed without reference
to the Plan as a whole.
SHARES SUBJECT TO THE PLAN
may be made available from an increase of the share capital of the Company, whether such increase is based on ordinary, authorized or
conditional share capital, or from Shares otherwise owned by, or made available to, the Company. The maximum number of Shares, which
may be issued, shall be determined by the Board of Directors, subject to statutory Swiss corporate law and the Articles of Association.
subject to outstanding Options shall be available for subsequent issuance under the Plan to the extent (i) the Options expire or terminate
for any reason prior to exercise or (ii) the Options are forfeited. Each Share issued under the Plan, shall reduce the number of Shares
available for subsequent issuance under the Plan.
ADMINISTRATION OF THE PLAN
otherwise provided in the Plan, the Board of Directors administers and has full power to construe and interpret the Plan, establish and
amend rules and regulations for the administration of the Plan, and perform all other actions relating to the Plan, including the delegation
of administrative responsibilities. The Board of Directors may in particular delegate the administration of the Plan to the Compensation
Committee or any other duly authorized committee of the Board of Directors, in which case references to the Board of Directors in the
Plan shall be construed as referring to the Compensation Committee or to the relevant committee of the Board of Directors. The Board
of Directors shall also appoint a Share Option Plan Administrator who shall be responsible for giving, receiving and executing the notices
set forth in the Plan.
decisions made by the Board of Directors pursuant to the provisions of the Plan and related orders or resolutions of the Board of Directors
shall be final, conclusive and binding on all persons, including the Company, Shareholders and Participants.
costs of introducing and administrating the Plan shall be borne by the Company.
ELIGIBILITY AND CONDITIONS OF PARTICIPATION
eligible to be granted Options under the Plan are Management, Employees, Directors and Consultants.
Board of Directors shall, at its absolute discretion, select from Management, Employees, Directors and Consultants those eligible to
be granted Options, the Options Grant, the Exercise (Strike) Price, the Grant Date, the Exercise Date and any other conditions and/or
constraints related to the Options. It being understood that the Board may, at its absolute discretion, allow Participants to exercise
their options cashless.
exercising its discretionary power, the Board of Directors shall follow market practice and Options shall be granted to the Participant
free of charge, however, all individual taxes, such as income taxes, and the Participant's part, if any, of any social security
contributions, shall be borne by the Participant.
the establishment of the Plan, nor the granting of Options, nor the payment of any benefits, nor any action of the Company or of the
Board of Directors shall be held or construed to confer upon any Management, Employee, Director or Consultants any legal right to further
receive Options. Participation to the Plan in any given year gives no right to participate in any subsequent year.
Board of Directors may adopt any procedures as it thinks fit for the granting of Options.
Board of Directors may, among others: (i) require a Participant to make such declarations or take such other action as may be required
for the purpose of any securities, exchange control, taxation laws, regulations, practice or other laws of any territory which may be
applicable to him at the Grant Date, the Exercise Date or on exercise; (ii) determine that any Option under the Plan shall be subject
to additional and/or modified terms and conditions with respect to the granting and terms of exercise as may be necessary to comply with
or take account of any securities, exchange control or taxation laws, regulations or practice of any territory which may have application
to the relevant Participants, Company or Subsidiary; (iii) adopt any supplemental rules or procedures governing the grant or exercise
of Options as may be required for the purpose of any securities, tax or other laws of any territory which may be applicable to a Participant.
contemplated granting of Option(s) hereunder and the terms thereof shall be subject to the execution of a Grant Notice between the Company
and the Participant in substantially the form attached as Appendix I hereto, or in such form as the Board of Directors shall from
time to time determine.
Option granted by a Grant Notice shall entitle the Participant to purchase one Share at the Exercise (Strike) Price subject to the conditions
specified in such Grant Notice, pursuant to the Plan. The Options are granted to the Participant free of charge, unless determined otherwise
by the Board of Directors.
Grant Notice shall include the vesting provisions of individual Options, such as details of the Options Grant, the Exercise (Strike)
Price, the Grant Date, the Exercise Date and any other conditions.
in particular to the limitations which may be determined from time to time by the Board of Directors, an Options Grant shall vest as
vesting can occur after a notice of termination is given to a Participant.
the above, in the event of a Change of Control as defined in Section 2.5, all Options held by Participants shall vest immediately.
to limitations of applicable securities law provisions and subject to the limitations which may be determined by the Board of Directors
from time to time, Vested Options may be exercised at any time by the Participant.
to Section 2.6.1, the Option Term shall be the tenth anniversary of the Grant Date of such Option or such shorter period specified in
the Option Term, all vested but unexercised Options shall expire without value.
to the provisions of the Plan, notably Section 2.6.1, and of any Grant Notice, the Participant may exercise Vested Options in whole or
in part, and at one or more times. However, for the avoidance of doubt, an Option must be exercised as a whole and thus Options cannot
be exercised fractionally.
exercising Participant shall receive within five (5) business days after receipt by the Share Option Plan Administrator of an Option
Exercise Notice, the number of Shares for which Options are exercised.
Company shall not deliver any Shares or register the acquisition of Shares pursuant to the exercise of Options, until full payment of
the Exercise (Strike) Price by the Participant, if applicable.
LIMITATIONS ON TRANSFER
TRANSFERABILITY OF OPTIONS AND SHARES
Participant may only transfer an Option if permitted by the Board of Directors or a duly authorized officer of the Company at the time
of the transfer. The Board of Directors may only permit transfer of the Option in a manner that is permitted by the Plan. The Board of
Directors, in its sole discretion, may impose such limitations on the transferability of Options as the Board of Directors deems fit.
In the absence of such a determination by the Board of Directors to the contrary, the following restrictions on the transferability of
purported sale, assignment or transfer of such Options in violation of this provision shall be void.
purchased upon exercise of Options may be subject to sales restrictions according to applicable securities law provisions and according
to the limitations which may be determined by the Board of Directors from time to time with reference to the Company's Insider
Trading Policies, provided however that all such limitations by the Board of Directors shall automatically be lifted in the case of a
Change of Control as defined in Section 2.5.
CORPORATE TRANSACTION
the event of any Corporate Transaction resulting in Change of Control, all Options shall vest immediately and may and must be immediately
exercised (i.e., within 3 business days after the respective notice of the Board of Directors), except if: (i) such Options are, in connection
with the Corporate Transaction, either to be assumed by the successor corporation (or Parent thereof) or to be replaced with similar