EX-10.24
ACCESS PHARMACEUTICALS, INC.
2000 Special Stock Option Plan and Agreement
This 2000 Special Stock Option Plan and Agreement,
is dated as of the 11th day of February, 2000 between Access
Pharmaceuticals, Inc., a Delaware corporation (hereinafter
called the "Company") and Kerry P. Gray called the "Grantee".
RECITALS:
A. On February 11, 2000 (the "Grant Date"), the
Company adopted this 2000 Special Stock Option Plan and
Agreement (the "Plan"). This Plan provides for the award of
an option to purchase 500,000 shares of the authorized but
unissued shares of the common stock, $.01 par value per share,
of the Company ("Common Stock") to the Grantee;
B. The Grantee has been designated by the Board
of Directors to participate in the Plan.
In consideration of the foregoing and the mutual
covenants hereinafter set forth and other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Stock Option.
(a) Award. The Company hereby awards to
the Grantee, pursuant to the terms and conditions set
forth herein, an option to acquire 500,000 shares of
Common Stock.
(b) Exercise Price. The exercise price
per share of Common Stock payable upon the exercise of
the Option is $2.50. Payment for shares of Common Stock
purchased pursuant to an Option shall be made in full
upon exercise of the Option. Payment for shares of
Common Stock acquired upon exercise of an Option shall
be made in cash.
(c) Exercise Date. The Option may be exercised
at any time, or from time to time, after the date
and to the extent that the Option has vested as
provided in Paragraph 2. This Agreement shall not
be construed to require the Option rights of the
Grantee to be exercisable in installments at fixed
intervals.
(d) Expiration. The Option may not be
exercised after the date ten years and one day from
the Grant Date or, if earlier, after the occurrence
of any one of the following events:
(i) ninety (90) days after Grantee's
termination of association with the Company,
irrespective of whether the termination is
voluntary or otherwise, except that the
Option exercise period shall not expire (1)
in the case of Grantee's total and permanent
disability until the determination required
in (iii) below shall have been made; or (2)
if the Committee of the
Board of Directors of the Company responsible for the
administration of the Plan shall in their
sole discretion permit exercise of the
Option after termination;
(ii) ninety (90) days after Grantee's
normal retirement;
(iii) Grantee's total and permanent
disability which, after medical advice,
shall be determined by the Board of
Directors. The Grantee, or his legal
representative, shall have the right at any
time within one hundred twenty (120) days
after receipt of notice of determination of
total and permanent disability to exercise
the Option granted hereunder to the extent
the Grantee could have exercised such Option
immediately before such determination
pursuant to the provisions of Paragraph 2;
and
(iv) Grantee's death during his
association with the Company or any of its
subsidiaries, if he shall not have fully
exercised any Option awarded hereunder, in
which case the same may be exercised at any
time within one year after the Grantee's
death by the Grantee's personal
representative, beneficiary or legal heirs
to the extent the Grantee could have
exercised such Option immediately before his
death pursuant to the provisions of
Paragraph 2. The Option shall be exercised
only by the Grantee's transferee, who shall
be the person or persons entitled to the
Option under the Grantee's will, or, if he
shall fail to make testamentary disposition
of the Option, his legal representative or
legal heirs. Any transferee exercising the
Option must furnish the Company (1) written
notice of his status as transferee; (2)
evidence satisfactory to the Company to
establish the validity of the transfer of
the Option, and compliance with any laws or
regulations pertaining to said transfers;
and (3) written acceptance by the transferee
of the terms and conditions of the Option as
prescribed in this Agreement.
(e) Rights of Holder of Option. The Grantee
shall have no rights as a shareholder with respect
to any share covered by his Option until he shall
have become the holder of record of such share, and
he shall not be entitled to any dividends or
distributions or other rights in respect of such
share for which the record date is prior to the
date on which he shall have become the holder of
record thereof.
2. Vesting Requirements. The Option granted
hereunder shall not be exercisable until it has
vested. The Option shall vest as follows:
(a) 25% of the shares subject to this Option
shall vest immediately following the close of the
12th month following the Grant Date;
(b) an aggregate of 50% of the shares subject
to this Option shall vest immediately following the
close of the 25th month following the Grant Date;
(c) an aggregate of 75% of the shares subject
to this Option shall vest immediately following the
close of the 37th month following the Grant Date;
(e) an aggregate of 100% of the shares subject
to this Option shall vest
immediately following the close of the 49th month following
the Grant Date; and
(f) all of the shares subject to this Option
shall vest upon the occurrence of any of the
following events:
(i) any Person or Persons acting as
a group, become(s) after the date of this
Agreement the "beneficial owner" (as
defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended), directly
or indirectly, of voting shares (or shares
convertible into voting shares)
representing 25% or more of the Company's
then outstanding voting shares (or shares
convertible into voting shares); or
(ii) there shall be a sale of all, or
substantially all, of the Company's assets, or the
Company shall merge or consolidate with another
corporation and the stockholders of the Company
immediately prior to such transaction do not own,
immediately after such transaction, stock of the
purchasing or surviving corporation in this
transaction (or of the parent corporation of the
purchasing or surviving corporation) possessing
more than 50% of the voting power (for the election
of Directors) of the outstanding stock of that
corporation, which ownership shall be measured
without regard to any stock of the purchasing,
surviving or parent corporation owned by the
stockholders of the Company before the transaction;
provided, however, the provisions of this Section
which would otherwise be applicable, shall not apply to a
merger or consolidation which does not change any voting
securityholder's percentage ownership of the outstanding
voting stock in any successor to the Company from the
percentage of such stock beneficially owned by such holder
in the Company prior to such merger or consolidation, and
shall not apply to a transfer of all or substantially all of the
assets of the Company to a wholly-owned subsidiary of the
Company.
3. Notice of Exercise of Options. Options may be
exercised by giving written notice to the Company specifying the number
of shares of Common Stock to be purchased accompanied by payment in
full of the applicable exercise price. Any written notice to be given to the
Company under the terms of this Agreement shall be addressed to the
Company, in care of its President, at the Company's then current address.
Any written notice to be given to the Grantee shall be addressed to the
Grantee at the address set forth by the Grantee in the Grant or as the
Grantee may hereafter designate in writing. Any such written notice shall
be deemed to have been duly given if and when enclosed in a properly
sealed envelope, addressed as aforesaid, registered and deposited, postage
prepaid, in a post office or branch post office regularly maintained by the
United States Government.
4. Miscellaneous.
(a) Non-Transferability of Awards. Unless otherwise
authorized by the Board of Directors or Compensation
Committee of the Company, the Option award shall not be
transferable except by will or the laws of descent and
distribution and during the lifetime of the Grantee, the
Option shall be exercised only be him or her or
his legal guardian or legal representative.
(b) Controlling Law. This Agreement shall be subject
to and construed in accordance with the laws of the State of
Texas.
(c) Binding Agreement. Subject to the limitations on
the transferability of the Option contained herein, this
Agreement shall be binding upon and insure to the benefit of
the beneficiaries, heirs, legal representatives, successors and
assigns of the parties hereto.
IN WITNESS WHEREOF, the parties have executed this
Agreement in duplicate to be effective the day and year first above
written.
"Company" "Grantee"
ACCESS PHARMACEUTICALS, INC.
By: /s/ Stephen B. Thompson /s/ Kerry P.Gray
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Stephen B. Thompson Signature
Treasurer and Chief Financial Officer
4939 Stony Ford Dr.
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Street Address
Dallas, TX 75287
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City, State and Zip code
