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EXHIBIT 99.1
COMMONWEALTH BIOTECHNOLOGIES, INC.
2000 Stock Incentive Plan
1. Purpose and Effective Date.
(a) The purpose of the Commonwealth Biotechnologies, Inc. 2000 Stock
Incentive Plan (the "Plan") is to further the long term stability and financial
success of Commonwealth Biotechnologies, Inc. (the "Company") by attracting and
retaining personnel, including employees, directors and consultants, through the
use of stock incentives. The Company believes that ownership of Company Stock
will stimulate the efforts of those persons upon whose judgment, interest and
efforts the Company is and will be largely dependent for the successful conduct
of its business and will further the identification of those persons' interests
with the interests of the Company's shareholders.
(b) The Plan was adopted by the Board of Directors of the Company on August
7, 2000, and shall become effective as of August 7, 2000, subject to the
approval of the Plan by the Company's shareholders.
2. Definitions.
(a) Act. The Securities Exchange Act of 1934, as amended.
(b) Applicable Withholding Taxes. The aggregate amount of federal, state
and local income and payroll taxes that the Company is required to withhold
(based on the minimum applicable statutory withholding rates) in connection with
any exercise of an Option or the award, lapse of restrictions or payment with
respect to Restricted Stock.
(c) Award. The award of an Option or Restricted Stock under the Plan.
(d) Board. The Board of Directors of the Company.
(e) Cause. Dishonesty, fraud, misconduct, gross incompetence, gross
negligence, breach of a material fiduciary duty, material breach of an agreement
with the Company, unauthorized use or disclosure of confidential information or
trade secrets, or conviction or confession of a crime punishable by law (except
minor violations), in each case as determined by the Committee, which
determination shall be binding.
(f) Change of Control.
(i) The Acquisition by any Person (as defined below) of beneficial
ownership of 50% or more of the then outstanding shares of common stock of
the Company;
(ii) Individuals who constitute the Board on the effective date of
this Plan (the "Incumbent Board") cease to constitute a majority of the
Board, provided that any director whose nomination was approved by a vote
of at least two-thirds of the directors then comprising the Incumbent Board
will be considered a member of the Incumbent Board, but excluding any such
individual whose initial assumption of office is in connection with an
actual or threatened election contest relating to the election of the
directors of the Company (as such terms are used in Rule 14a-11 promulgated
under the Act);
(iii) Approval by the shareholders of the Company of a reorganization,
merger, share exchange or consolidation (a "Reorganization"), provided that
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shareholder approval of a Reorganization will not constitute a Change of
Control if, upon consummation of the Reorganization, each of the following
conditions is satisfied:
(x) no Person beneficially owns 20% or more of either (1)
the then outstanding shares of common stock of the corporation
resulting from the transaction or (2) the combined voting power
of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors; and
(y) at least a majority of the members of the board of
directors of the corporation resulting from the Reorganization
were members of the Incumbent Board at the time of the execution
of the initial agreement providing for the Reorganization.
(iv) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company, or of the sale or other
disposition of all or substantially all of the assets of the Company.
(v) For purposes of this Section 2(f), "Person" means any individual,
entity or group (within the meaning of Section 13(d)(3) of the Act), other
than any employee benefit plan (or related trust) sponsored or maintained
by the Company or any affiliated company, and "beneficial ownership" has
the meaning given the term in Rule 13d-3 under the Act.
(vi) Neither the sale of Company Stock in an initial public offering
nor any restructuring of the Company or its Board in contemplation of or as
a result of an initial public offering shall constitute a Change of Control
for purposes of this Plan.
(g) Code. The Internal Revenue Code of 1986, as amended.
(h) Committee. The Committee appointed to administer the Plan pursuant to
Plan Section 15, or if no such Committee has been appointed, the Board.
(i) Company. Commonwealth Biotechnologies, Inc., a Virginia corporation.
(j) Company Stock. Common stock of the Company. If the par value of the
Company Stock is changed, or in the event of a change in the capital structure
of the Company (as provided in Section 12 below), the shares resulting from such
a change shall be deemed to be Company Stock within the meaning of the Plan.
(k) Consultant. A person or entity rendering services to the Company who is
not an "employee" for purposes of employment tax withholding under the Code.
(l) Date of Grant. The effective date of an Award granted by the Committee.
(m) Disability or Disabled. As to an Incentive Stock Option a Disability
within the meaning of Code Section 22(e)(3). As to all other Incentive Awards,
the Committee shall determine whether a Disability exists and such determination
shall be conclusive.
(n) Fair Market Value.
(i) If the Company Stock is listed on any established stock exchange
or quoted on the NASDAQ stock market system, its Fair Market Value shall be
the closing price for such Stock on the Date of Grant as reported by such
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exchange or the NASDAQ stock market system, or, if there are no trades on
such date, the value shall be determined as of the last preceding day on
which the Company Stock was traded.
(ii) If the Company Stock is not publicly traded, the Fair Market
Value shall be determined by the Committee using any reasonable method in
good faith.
(iii) Fair Market Value shall be determined as of the Date of Grant
specified in the Award.
(o) Incentive Stock Option. An Option intended to meet the requirements of,
and qualify for favorable federal income tax treatment under, Code Section 422.
(p) Nonstatutory Stock Option. An Option that does not meet the
requirements of Code Section 422, or that is otherwise not intended to be an
Incentive Stock Option and is so designated.
(q) Option. A right to purchase Company Stock granted under the Plan, at a
price determined in accordance with the Plan.
(r) Participant. Any individual who is granted an Award under the Plan.
(s) Restricted Stock. Company Stock awarded upon the terms and subject to
the restrictions set forth in Section 8 below.
(t) Rule 16b-3. Rule 16b-3 promulgated under the Act, including any
corresponding subsequent rule or any amendments to Rule 16b-3 enacted after the
effective date of the Plan.
(u) 10% Shareholder. A person who owns, directly or indirectly, stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any parent or subsidiary of the Company. Indirect
ownership of stock shall be determined in accordance with Code Section 424(d).
3. General. Awards of Options or Restricted Stock may be granted under the
Plan. Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options.
4. Stock. Subject to Section 12 of the Plan, there shall be reserved for
issuance under the Plan an aggregate of 360,000 shares of Company Stock, which
may include authorized, but unissued, shares. Shares allocable to Options
granted under the Plan that expire or otherwise terminate unexercised and shares
that are forfeited pursuant to restrictions on Restricted Stock awarded under
the Plan may again be subjected to an Award under this Plan. For purposes of
determining the number of shares that are available for Awards under the Plan,
such number shall include the number of shares surrendered by a Participant or
retained by the Company (a) in connection with the exercise of an Option or (b)
in payment of Applicable Withholding Taxes.
5. Eligibility.
(a) Any employee of, director of, or Consultant to the Company (including
an employee of, director of, or consultant to an affiliate of the Company) who,
in the judgment of the Committee, has contributed or can be expected to
contribute to the profits or growth of the Company is eligible to become a
Participant. The Committee shall have the power and complete discretion, as
provided in Section 14, to select eligible Participants and to determine for
each Participant the terms, conditions and nature of the Award and the number of
shares to be allocated as part of the Award; provided, however, that any Award
made to a member of the Committee must be approved by the Board. The Committee
is expressly authorized to make an Award to a Participant conditioned on the
surrender for cancellation of an existing Award.
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(b) The grant of an Award shall not obligate the Company to pay an employee
any particular amount of remuneration, to continue the employment of the
employee after the grant or to make further grants to the employee at any time
thereafter.
(c) Non-employee directors and Consultants shall not be eligible to receive
the Award of an Incentive Stock Option.
(d) The maximum number of shares with respect to which an Award may be
granted in any calendar year to any employee during such calendar year shall be
50,000 shares.
6. Stock Options.
(a) Whenever the Committee deems it appropriate to grant Options, notice
shall be given to the Participant stating the number of shares for which Options
are granted, the exercise price per share, whether the options are Incentive
Stock Options or Nonstatutory Stock Options, and the conditions to which the
grant and exercise of the Options are subject. This notice, when duly accepted
in writing by the Participant, shall become a stock option agreement between the
Company and the Participant.
(b) The Committee shall establish the exercise price of Options. The
exercise price of an Incentive Stock Option shall be not less than 100% of the
Fair Market Value of such shares on the Date of Grant, provided that if the
Participant is a 10% Shareholder, the exercise price of an Incentive Stock
Option shall not be less than 110% of the Fair Market Value of such shares on
the Date of Grant. The exercise price of Nonstatutory Stock Option Awards
intended to be performance-based for purposes of Code Section 162(m) shall not
be less than 100% of the Fair Market Value of such shares on the Date of Grant.
(c) Subject to subsection (d) below, Options may be exercised in whole or
in part at such times as may be specified by the Committee in the Participant's
stock option agreement. The Committee may impose such vesting conditions and
other requirements as the Committee deems appropriate, and the Committee may
include such provisions regarding a Change of Control as the Committee deems
appropriate.
(d) The Committee shall establish the term of each Option in the
Participant's stock option agreement. The term of an Incentive Stock Option
shall not be longer than ten years from the Date of Grant, except that an
Incentive Stock Option granted to a 10% Shareholder shall not have a term in
excess of five years. No Option may be exercised after the expiration of its
term or, except as set forth in the Participant's stock option agreement, after
the termination of the Participant's employment. The Committee shall set forth
in the Participant's stock option agreement when, and under what circumstances,
an Option may be exercised after termination of the Participant's employment or
period of service; provided that no Incentive Stock Option may be exercised
after (i) three months from the Participant's termination of employment with the
Company for reasons other than Disability or death, or (ii) one year from the
Participant's termination of employment on account of Disability or death. The
Committee may, in its sole discretion, amend a previously granted Incentive
Stock Option to provide for more liberal exercise provisions, provided however
that if the Incentive Stock Option as amended no longer meets the requirements
of Code Section 422, and, as a result the Option no longer qualifies for
favorable federal income tax treatment under Code Section 422, the amendment
shall not become effective without the written consent of the Participant.
(e) An Incentive Stock Option, by its terms, shall be exercisable in any
calendar year only to the extent that the aggregate Fair Market Value
(determined at the Date of Grant) of the Company Stock with respect to which
Incentive Stock Options are exercisable by the Participant for the first time
during the calendar year does not exceed $100,000 (the "Limitation Amount").
Incentive Stock Options granted under the Plan and all other plans of the
Company and any parent or subsidiary of the Company shall be aggregated for
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purposes of determining whether the Limitation Amount has been exceeded. The
Board may impose such conditions as it deems appropriate on an Incentive Stock
Option to ensure that the foregoing requirement is met. If Incentive Stock
Options that first become exercisable in a calendar year exceed the Limitation
Amount, the excess Options will be treated as Nonstatutory Stock Options to the
extent permitted by law.
(f) If a Participant dies and if the Participant's stock option agreement
provides that part or all of the Option may be exercised after the Participant's
death, then such portion may be exercised by the personal representative of the
Participant's estate during the time period specified in the stock option
agreement.
(g) If a Participant's employment or services is terminated by the Company
for Cause, the Participant's Options shall terminate as of the date of the
misconduct.
7. Method of Exercise of Options.
(a) Options may be exercised by giving written notice of the exercise to
the Company, stating the number of shares the Participant has elected to
purchase under the Option. Such notice shall be effective only if accompanied by
the exercise price in full in cash; provided that, if the terms of an Option so
permit, the Participant may (i) deliver Company Stock that the Participant has
previously acquired and owned (valued at Fair Market Value on the date of
exercise), or (ii) deliver a properly executed exercise notice together with
irrevocable instructions to a broker to deliver promptly to the Company, from
the sale or loan proceeds with respect to the sale of Company Stock or a loan
secured by Company Stock, the amount necessary to pay the exercise price and, if
required by the Committee, Applicable Withholding Taxes. Unless otherwise
specifically provided in the Option, any payment of the exercise price paid by
delivery of Company Stock acquired directly or indirectly from the Company shall
be paid only with shares of Company Stock that have been held by the Participant
for more than six months (or such longer or shorter period of time required to
avoid a charge to earnings for financial accounting purposes).
(b) The Company may place on any certificate representing Company Stock
issued upon the exercise of an Option any legend deemed desirable by the
Company's counsel to comply with federal or state securities laws. The Company
may require of the Participant a customary indication of his or her investment
intent. A Participant shall not possess shareholder rights with respect to
shares acquired upon the exercise of an Option until the Participant has made
any required payment, including payment of Applicable Withholding Taxes, and the
Company has issued a certificate for the shares of Company Stock acquired.
(c) Notwithstanding anything herein to the contrary, Awards shall always be
granted and exercised in such a manner as to conform to the provisions of Rule
16b-3.
8. Restricted Stock Awards.
(a) Whenever the Committee deems it appropriate to grant a Restricted Stock
Award, notice shall be given to the Participant stating the number of shares of
Restricted Stock for which the Award is granted, the Date of Grant, and the
terms and conditions to which the Award is subject. Certificates representing
the shares shall be issued in the name of the Participant, subject to the
restrictions imposed by the Plan and the Committee. A Restricted Stock Award may
be made by the Committee in its discretion without cash consideration.
(b) The Committee may place such restrictions on the transferability and
vesting of Restricted Stock as the Committee deems appropriate, including
restrictions relating to continued employment and financial performance goals.
Without limiting the foregoing, the Committee may provide performance or Change
of Control acceleration parameters under which all, or a portion, of the
Restricted Stock will vest on the Company's achievement of established
performance objectives. Restricted Stock may not be sold, assigned, transferred,
disposed of, pledged, hypothecated or otherwise encumbered until the
restrictions on such shares shall have lapsed or shall have been removed
pursuant to subsection (c) below.
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(c) The Committee shall establish as to each Restricted Stock Award the
terms and conditions upon which the restrictions on transferability set forth in
paragraph (b) above shall lapse. Such terms and conditions may include, without
limitation, the passage of time, the meeting of performance goals, the lapsing
of such restrictions as a result of the Disability, death or retirement of the
Participant, or the occurrence of a Change of Control.
(d) A Participant shall hold shares of Restricted Stock subject to the
restrictions set forth in the Award agreement and in the Plan. In other
respects, the Participant shall have all the rights of a shareholder with
respect to the shares of Restricted Stock, including, but not limited to, the
right to vote such shares and the right to receive all cash dividends and other
distributions paid thereon. Certificates representing Restricted Stock shall
bear a legend referring to the restrictions set forth in the Plan and the
Participant's Award agreement. If stock dividends are declared on Restricted
Stock, such stock dividends or other distributions shall be subject to the same
restrictions as the underlying shares of Restricted Stock.
9. Applicable Withholding Taxes. Each Participant shall agree, as a
condition of receiving an Award, to pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, all Applicable Withholding
Taxes with respect to the Award. Until the Applicable Withholding Taxes have
been paid or arrangements satisfactory to the Company have been made, no stock
certificates (or, in the case of Restricted Stock, no stock certificates free of
a restrictive legend) shall be issued to the Participant. As an alternative to
making a cash payment to the Company to satisfy Applicable Withholding Tax
obligations, the Committee may establish procedures permitting the Participant
to elect to (a) deliver shares of already owned Company Stock or (b) have the
Company retain that number of shares of Company Stock that would satisfy all or
a specified portion of the Applicable Withholding Taxes. Any such election shall
be made only in accordance with procedures established by the Committee to avoid
a charge to earnings for financial accounting purposes and in accordance with
Rule 16b-3.
10. Nontransferability of Awards.
(a) In general, Awards, by their terms, shall not be transferable by the
Participant except by will or by the laws of descent and distribution or except
as described below. Options shall be exercisable, during the Participant's
lifetime, only by the Participant or by his guardian or legal representative.
(b) Notwithstanding the provisions of (a) and subject to federal and state
securities laws, the Committee may grant or amend Nonstatutory Stock Options
that permit a Participant to transfer the Options to one or more immediate
family members, to a trust for the benefit of immediate family members, or to a
partnership, limited liability company, or other entity the only partners,
members, or interest-holders of which are among the Participant's immediate
family members. Consideration may not be paid for the transfer of Options. The
transferee of an Option shall be subject to all conditions applicable to the
Option prior to its transfer. The agreement granting the Option shall set forth
the transfer conditions and restrictions. The Committee may impose on any
transferable Option and on stock issued upon the exercise of an Option such
limitations and conditions as the Committee deems appropriate.
11. Termination, Modification, Change. If not sooner terminated by the
Board, this Plan shall terminate at the close of business on August 7, 2010. No
Awards shall be made under the Plan after its termination. The Board may
terminate the Plan or may amend the Plan in such respects as it shall deem
advisable; provided, that, unless authorized by the Company's shareholders, no
change shall be made that (a) increases the total number of shares of Company
Stock reserved for issuance pursuant to Awards granted under the Plan (except
pursuant to Section 12), (b) expands the class of persons eligible to receive
Awards, (c) materially increases the benefits accruing to Participants under the
Plan, or (d) otherwise requires shareholder approval under the Code, Rule 16b-3,
or the rules of a domestic exchange on which Company Stock is traded.
Notwithstanding the foregoing, the Board may unilaterally amend the Plan and
Awards as it deems appropriate to ensure compliance with Rule 16b-3 and to cause
Incentive Stock Options to meet the requirements of the Code and regulations
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thereunder. Except as provided in the preceding sentence, a termination or
amendment of the Plan shall not, without the consent of the Participant,
adversely affect a Participant's rights under an Award previously granted to
him.
12. Change in Capital Structure.
(a) In the event of a stock dividend, stock split or combination of shares,
spin-off, recapitalization or merger in which the Company is the surviving
corporation, or other change in the Company's capital stock (including, but not
limited to, the creation or issuance to shareholders generally of rights,
options or warrants for the purchase of common stock or preferred stock of the
Company), the number and kind of shares of stock or securities of the Company to
be issued under the Plan (under outstanding Awards and Awards to be granted in
the future), the exercise price of options, and other relevant provisions shall
be appropriately adjusted by the Committee, whose determination shall be binding
on all persons. If the adjustment would produce fractional shares with respect
to any Award, the Committee may adjust appropriately the number of shares
covered by the Award so as to eliminate the fractional shares.
(b) In the event the Company distributes to its shareholders a dividend, or
sells or causes to be sold to a person other than the Company or a subsidiary
shares of stock in any corporation (a "Spinoff Company") which, immediately
before the distribution or sale, was a majority owned Subsidiary of the Company,
the Committee shall have the power, in its sole discretion, to make such
adjustments as the Committee deems appropriate. The Committee may make
adjustments in the number and kind of shares or other securities to be issued
under the Plan (under outstanding Awards and Awards to be granted in the
future), the exercise price of Options, and other relevant provisions, and,
without limiting the foregoing, may substitute securities of a Spinoff Company
for securities of the Company. The Committee shall make such adjustments as it
determines to be appropriate, considering the economic effect of the
distribution or sale on the interests of the Company's shareholders and the
Participants in the businesses operated by the Spinoff Company. The Committee's
determination shall be binding on all persons. If the adjustment would produce
fractional shares with respect to any Award, the Committee may adjust
appropriately the number of shares covered by the Award so as to eliminate the
fractional shares.
(c) Notwithstanding anything in the Plan to the contrary, the Committee may
take the foregoing actions without the consent of any Participant, and the
Committee's determination shall be conclusive and binding on all persons for all
purposes. The Committee shall make its determinations consistent with Rule 16b-3
and the applicable provisions of the Code.
(d) To the extent required to avoid a charge to earnings for financial
accounting purposes, adjustments made by the Committee pursuant to this Section
13 to outstanding Awards shall be made so that both (i) the aggregate intrinsic
value of an Award immediately after the adjustment is not less than the Award's
aggregate intrinsic value before the Award and (ii) the ratio of the exercise
price per share to the market value per share is not reduced.
13. Change of Control. In the event of a Change of Control of the Company,
the Committee may take such actions with respect to Awards as the Committee
deems appropriate. These actions may include, but shall not be limited to the
following:
(a) At the time the Award is made, provide for the acceleration of the
vesting schedule relating to the exercise or realization of the Award so that
the Award may be exercised or realized in full on or before a date initially
fixed by the Committee.
(b) Provide for the purchase or settlement of any such Award by the Company
for any amount of cash equal to the amount which could have been obtained upon
the exercise of such Award or realization of a Participant's rights had such
Award been currently exercisable or payable.
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(c) Make adjustments to Awards then outstanding as the Committee deems
appropriate to reflect such Change of Control provided, however, that to the
extent required to avoid a charge to earnings for financial accounting purposes,
such adjustments shall be made so that both (i) the aggregate intrinsic value of
an Award immediately after the adjustment is not less than the Award's aggregate
intrinsic value before the Award and (ii) the ratio of the exercise price per
share to the market value per share is not reduced; or
(d) Cause any such Award then outstanding to be assumed, or new rights
substituted therefore by the acquiring or surviving corporation in such Change
of Control.
14. Administration of the Plan.
(a) The Plan shall be administered by the Committee, who shall be appointed
by the Board. If no Committee is appointed, the Plan shall be administered by
the Board. To the extent required by Rule 16b-3, all Awards shall be made by
members of the Committee who are "Non-Employee Directors" as that term is
defined in Rule 16b-3, or by the Board. Awards that are intended to be
performance-based for purposes of Code section 162(m) shall be made by a
Committee, or subcommittee of the Committee, comprised solely of two or more
"outside directors" as that term is defined for purposes of Code section 162(m).
(b) The Committee shall have the authority to impose such limitations or
conditions upon an Award as the Committee deems appropriate to achieve the
objectives of the Award and the Plan. Without limiting the foregoing and in
addition to the powers set forth elsewhere in the Plan, the Committee shall have
the power and complete discretion to determine (i) which eligible persons shall
receive an Award and the nature of the Award, (ii) the number of shares of
Company Stock to be covered by each Award, (iii) whether Options shall be
Incentive Stock Options or Nonstatutory Stock Options, (iv) the Fair Market
Value of Company Stock, (v) the time or times when an Award shall be granted,
(vi) whether an Award shall become vested over a period of time, according to a
performance-based vesting schedule or otherwise, and when it shall be fully
vested, (vii) the terms and conditions under which restrictions imposed upon an
Award shall lapse, (viii) whether a Change of Control exists, (ix) factors
relevant to the lapse of restrictions on Restricted Stock or Options, (x) when
Options may be exercised, (xi) whether to approve a Participant's election with
respect to Applicable Withholding Taxes, (xii) conditions relating to the length
of time before disposition of Company Stock received in connection with an Award
is permitted, (xiii) notice provisions relating to the sale of Company Stock
acquired under the Plan, and (xiv) any additional requirements relating to
Awards that the Committee deems appropriate. Notwithstanding the foregoing, no
"tandem stock options" (where two stock options are issued together and the
exercise of one option affects the right to exercise the other option) may be
issued in connection with Incentive Stock Options.
(c) The Committee shall have the power to amend the terms of previously
granted Awards so long as the terms as amended are consistent with the terms of
the Plan and, where applicable, consistent with the qualification of an Option
as an Incentive Stock Option. The consent of the Participant must be obtained
with respect to any amendment that would adversely affect the Participant's
rights under the Award, except that such consent shall not be required if such
amendment is for the purpose of complying with Rule 16b-3 or any requirement of
the Code applicable to the Award.
(d) The Committee may adopt rules and regulations for carrying out the
Plan. The Committee shall have the express discretionary authority to construe
and interpret the Plan and the Award agreements, to resolve any ambiguities, to
define any terms, and to make any other determinations required by the Plan or
an Award agreement. The interpretation and construction of any provisions of the
Plan or an Award agreement by the Committee shall be final and conclusive. The
Committee may consult with counsel, who may be counsel to the Company, and shall
not incur any liability for any action taken in good faith in reliance upon the
advice of counsel.
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(e) A majority of the members of the Committee shall constitute a quorum,
and all actions of the Committee shall be taken by a majority of the members
present. Any action may be taken by a written instrument signed by all of the
members, and any action so taken shall be fully effective as if it had been
taken at a meeting.
15. Notice. All notices and other communications required or permitted to
be given under this Plan shall be in writing and shall be deemed to have been
duly given if delivered personally, electronically, or mailed first class,
postage prepaid, as follows: (a) if to the Company - at its principal business
address to the attention of the Secretary; (b) if to any Participant - at the
last address of the Participant known to the sender at the time the notice or
other communication is sent.
16. Interpretation and Governing Law. The terms of this Plan and Awards
granted pursuant to the Plan shall be governed, construed and administered in
accordance with the laws of the State of Virginia. The Plan and Awards are
subject to all present and future applicable provisions of the Code and, to the
extent applicable, they are subject to all present and future rulings of the
Securities and Exchange Commission with respect to Rule 16b-3. If any provision
of the Plan or an Award conflicts with any such Code provision or ruling, the
Committee shall cause the Plan to be amended, and shall modify the Award, so as
to comply, or if for any reason amendments cannot be made, that provision of the
Plan or the Award shall be void and of no effect.
IN WITNESS WHEREOF, our Company has caused this Plan to be adopted this 7th
day of August, 2000.
Commonwealth Biotechnologies, Inc.
By: /s/ Richard J. Freer, Ph.D.
Title: Chairman
