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Exhibit 99.1
GELTEX PHARMACEUTICALS, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE.
The purpose of this 1995 Employee Stock Purchase Plan (the "Plan") is
to provide employees of GelTex Pharmaceuticals, Inc. (the "Company"), and
its subsidiaries, who wish to become shareholders of the Company an
opportunity to purchase Common Stock of the Company (the "Shares"). The
Plan is intended to qualify as an "employee stock purchase plan" within the
meaning of Section 423 of the Internal Revenue Code of 1986, as amended
(the "Code").
2. ELIGIBLE EMPLOYEES.
Subject to the provisions of Sections 7, 8 and 9 below, any individual
who is a full-time employee (as defined below) of the Company, or any of
its subsidiaries (as defined in Section 424(f) of the Code) the employees
of which are designated by the Board of Directors as eligible to
participate in the Plan, is eligible to participate in any Offering of
Shares (as defined in Section 3 below) made by the Company hereunder.
Full-time employees shall include all employees whose customary employment
is:
(a) 20 hours or more per week and
(b) more than five months
in the calendar year during which said Offering Date occurs or in the
calendar year immediately preceding such year.
3. OFFERING DATES.
From time to time, the Company, by action of the Board of Directors,
will grant rights to purchase Shares to employees eligible to participate
in the Plan pursuant to one or more offerings (each of which is an
"Offering") on a date or series of dates (each of which is an "Offering
Date") designated for this purpose by the Board of Directors.
4. PRICES.
The price per share for each grant of rights hereunder shall be the
lesser of:
(a) eighty-five percent (85%) of the fair market value of a Share on
the Offering Date on which such right was granted; or
(b) eighty-five percent (85%) of the fair market value of a Share on
the date such right is exercised.
At its discretion, the Board of Directors may determine a higher price
for a grant of rights under the Plan.
5. EXERCISE OF RIGHTS AND METHOD OF PAYMENT.
(a) Rights granted under the Plan will be exercisable periodically on
specified dates as determined by the Board of Directors.
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(b) The method of payment for Shares purchased upon exercise of
rights granted hereunder shall be through regular payroll
deductions or by lump sum cash payment or both, as determined by
the Board of Directors. No interest shall be paid upon payroll
deductions unless specifically provided for by the Board of
Directors.
(c) Any payments received by the Company from a participating
employee and not utilized for the purchase of Shares upon
exercise of a right granted hereunder shall be promptly returned
to such employee by the Company after termination of the right to
which the payment relates.
6. TERM OF RIGHTS.
The total period from an Offering Date to the last date on which
rights granted on that Offering Date are exercisable (the "Offering
Period") shall in no event be longer than twenty-seven (27) months. The
Board of Directors when it authorizes an Offering may designate one or more
exercise periods during the Offering Period. Rights granted on an Offering
Date shall be exercisable in full on the Offering Date or in such
proportion on the last day of each exercise period as the Board of
Directors determines.
7. SHARES SUBJECT TO THE PLAN.
No more than One Hundred Thousand (100,000) Shares may be sold
pursuant to rights granted under the Plan. Appropriate adjustments in the
above figure, in the number of Shares covered by outstanding rights granted
hereunder, in the exercise price of the rights and in the maximum number of
Shares which an employee may purchase (pursuant to Section 9 below) shall
be made to give effect to any mergers, consolidations, reorganizations,
recapitalizations, stock splits, stock dividends or other relevant changes
in the capitalization of the Company occurring after the effective date of
the Plan, provided that no fractional Shares shall be subject to a right
and each right shall be adjusted downward to the nearest full Share. Any
agreement of merger or consolidation will include provisions for protection
of the then existing rights of participating employees under the Plan.
Either authorized and unissued Shares or issued Shares heretofore or
hereafter reacquired by the Company may be made subject to rights under the
Plan. If for any reason any right under the Plan terminates in whole or in
part, Shares subject to such terminated right may again be subjected to a
right under the Plan.
8. LIMITATIONS ON GRANTS.
(a) No employee shall be granted a right hereunder if such employee,
immediately after the right is granted, would own stock or rights
to purchase stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of
the Company, or of any subsidiary, computed in accordance with
Section 423(b)(3) of the Code.
(b) No employee shall be granted a right which permits his right to
purchase shares under all employee stock purchase plans of the
Company and its subsidiaries to accrue at a rate which exceeds
twenty-five thousand dollars ($25,000) (or such other maximum as
may be prescribed from time to time by the Code) of the fair
market value of such Shares (determined at the time such right is
granted) for each calendar year in which such right is
outstanding at any time in accordance with the provisions of
Section 423(b)(8) of the Code.
(c) No right granted to any participating employee under an Offering,
when aggregated with rights granted under any other Offering
still exercisable by the participating employee, shall cover more
Shares than may be purchased at an exercise price equal to
fifteen percent (15%) of the employee's annual rate of
compensation on the date the employee elects to participate in
the Offering or such lesser percentage as the Board of Directors
may determine.
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9. LIMIT ON PARTICIPATION.
Participation in an Offering shall be limited to eligible employees
who elect to participate in such Offering in the manner, and within the
time limitations, established by the Board of Directors when it authorizes
the Offering.
10. CANCELLATION OF ELECTION TO PARTICIPATE.
An employee who has elected to participate in an Offering may cancel
such election as to all (but not part) of the unexercised rights granted
under such Offering by giving written notice of such cancellation to the
Company before the expiration of any exercise period. Any amounts paid by
the employee for the Shares or withheld for the purchase of Shares from the
employee's compensation through payroll deductions shall be paid to the
employee, without interest, unless otherwise determined by the Board of
Directors, upon such cancellation.
11. TERMINATION OF EMPLOYMENT.
Upon the termination of employment for any reason, including the death
of the employee, before the date on which any rights granted under the Plan
are exercisable, all such rights shall immediately terminate and amounts
paid by the employee for the Shares or withheld for the purchase of Shares
from the employee's compensation through payroll deductions shall be paid
to the employee or to the employee's estate, without interest, unless
otherwise determined by the Board of Directors.
12. EMPLOYEES' RIGHTS AS SHAREHOLDERS.
No participating employee shall have any rights as a shareholder in
the Shares covered by a right granted hereunder until such right has been
exercised, full payment has been made for the corresponding Shares and the
Share certificate is actually issued.
13. RIGHTS NOT TRANSFERABLE.
Rights under the Plan are not assignable or transferable by a
participating employee and are exercisable only by the employee.
14. AMENDMENTS TO OR DISCONTINUATION OF THE PLAN.
The Board of Directors of the Company shall have the right to amend,
modify or terminate the Plan at any time without notice; provided, however,
that the then existing rights of all participating employees shall not be
adversely affected thereby, and provided further that, subject to
provisions of Section 7 above, no such amendment to the Plan shall, without
the approval of the shareholders of the Company, increase the total number
of Shares which may be offered under the Plan.
15. EFFECTIVE DATE AND APPROVALS.
This Plan became effective on December 7, 1995, the date it was
adopted by the Board of Directors, provided that it is approved by the
shareholders of the Company within twelve (12) months before or after the
date of adoption.
The Company's obligation to offer, sell and deliver its Shares under
the Plan is subject to (i) the approval of any governmental authority
required in connection with the authorized issuance or sale of such Shares,
(ii) satisfaction of the listing requirements of any national securities
exchange on which the shares are then listed and (iii) compliance, in the
opinion of the Company's counsel, with all applicable federal and state
securities and other laws.
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16. TERMS OF PLAN.
No rights shall be granted under the Plan after December 7, 2005.
17. ADMINISTRATION OF THE PLAN.
The Board of Directors or any committee or person(s) to whom it
delegates its authority (the "Administrator") shall administer, interpret
and apply all provisions of the Plan as it deems necessary to meet special
circumstances not anticipated or covered expressly by the Plan. Nothing
contained in this Section shall be deemed to authorize the Administrator to
alter or administer the provisions of the Plan in a manner inconsistent
with the provisions of Section 423 of the Code.
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