<PAGE>
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDICIS PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 52-1674808
(State of Incorporation) (I.R.S. Employer
Identification No.)
4343 East Camelback Road
Suite 250
Phoenix, Arizona 85018
(Address of principal executive offices)
Medicis Pharmaceutical Corporation
1995 Stock Option Plan
(Full title of Plan)
-----------------------------
Jonah Shacknai
Chairman and Chief Executive Officer
Medicis Pharmaceutical Corporation
4343 East Camelback Road
Suite 250
Phoenix, Arizona 85018
(Name and address of agent for service)
(602) 808-8800
(Telephone number, including area code, of agent for service)
Copy to:
Brian W. Pusch, Esq.
Law Offices of Brian W Pusch
29 West 57th Street
Penthouse Suite
New York, New York 10019
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering price aggregate registration
to be registered registered (1) per share (2) offering price(2) fee
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<S> <C> <C> <C> <C>
Common Stock, 357,143 $39.875 $14,241,077.13 $4,911
$.014 par value, shares and
and Preferred rights
Stock Purchase
Rights (3)
</TABLE>
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(1) Plus such additional indeterminate number of shares as may be
issuable pursuant to the anti-dilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rule 457(c) and Rule 457(h) under the
Securities Act of 1933, as amended, the proposed maximum
offering price per share and the proposed maximum aggregate
offering price have been determined on the basis of the average
of the high and low prices of the Class A Common Stock on the
Nasdaq National Market on September 3, 1996.
(3) The Preferred Stock Purchase Rights initially trade only with
the Class A Common Stock and are not currently exerciseable.
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<PAGE>
PART I
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have heretofore been filed by
Medicis Pharmaceutical Corporation, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference herein and
shall be deemed to be a part hereof:
1. The Annual Report on Form 10-K of the Company for the
fiscal year ended June 30, 1996.
2. The description of the Company's Class A Common Stock
contained in Amendment No. 1 on Form 8-A/A to the Company's
Registration Statement on Form 8-A, filed with the Commission on
October 24, 1995, and any amendment updating such description.
3. The description of the Company's Preference Stock
Purchase Rights contained in Amendment No. 1 on Form 8-A/A to the
Company's Registration Statement on Form 8-A, filed with the
Commission on April 16, 1996, and any amendment updating such
description.
All other documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to
collectively as the "Incorporated Documents").
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes
such statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of the Company's Certificate of Incorporation and
Article VI of the Company's By-Laws provide for the indemnification of
its directors and officers under certain circumstances and are
incorporated herein by reference.
Section 145 of the General Corporation Law of the State of
Delaware empowers a Delaware corporation to indemnify any person who is,
or is threatened to be made, a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of such corporation) by reason of the fact that such person is or was an
officer or director of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
best interest of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable for
negligence or misconduct in the performance of his duty to the
corporation. Where an officer or director is successful on the merits
or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which he actually
and reasonably incurred in connection therewith. The indemnification
provided is not deemed to be exclusive of any other rights to which an
officer or director may be entitled under a corporation's by-laws, by
agreement, vote, or otherwise.
In May 1996, the Company purchased from National Union Fire
Insurance Company of Pittsburgh, Pennsylvania insurance in the aggregate
amount of $5,000,000 covering the Company's directors and officers
against claims arising out of their service to the Company and its
subsidiaries. The insurance policy runs for a period of one year at a
total cost of approximately $147,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <S>
4.1 --Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 1 to Amendment No. 1 on Form 8-A/A to
the Company's Registration Statement on Form 8-A, File No.
0-18443, filed with the Commission on October 24, 1995)
4.2 --By-Laws (incorporated by reference to Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1992, File No. 0-18443, previously filed
with the Commission)
4.3 --Rights Agreement, dated as of April 17, 1995, by and
between the Company and American Stock Transfer & Trust
Company, as Rights Agent (incorporated by reference to
Exhibit 1 to the Company's Registration Statement on Form
8-A, File No. 0-18443, filed with the Commission on August
18, 1995)
II-2
<PAGE>
4.4 --Amendment No. 1 to Rights Agreement, dated as of April 15,
1996, by and between the Company and American Stock Transfer
& Trust Company, as Rights Agent (incorporated herein by
reference to Exhibit 4 to Amendment No. 1 on Form 8-A/A to
the Company's Registration Statement on Form 8-A, File No.
0-18443, filed with the Commission on April 16, 1996)
5 --Opinion of Brian W. Pusch
23.1 --Consent of Ernst & Young LLP
23.2 --Consent of Brian W. Pusch (included in Exhibit 5)
24 --Power of Attorney (included on signature pages of this
Registration Statement)
99.1 --Medicis Pharmaceutical Corporation 1995 Stock Option Plan
99.2 --Form of Incentive Stock Option Certificate Agreement
relating to options granted under the Medicis Pharmaceutical
Corporation 1995 Stock Option Plan.
99.3 --Form of Non-Qualified Employee Stock Option Certificate
Agreement relating to options granted under the Medicis
Pharmaceutical Corporation 1995 Stock Option Plan
99.4 --Form of Non-Qualified Non-Employee Consultant Stock Option
Certificate Agreement relating to options granted under the
Medicis Pharmaceutical Corporation 1995 Stock Option Plan
99.5 --Form of Non-Qualified Non-Employee Director Stock Option
Certificate Agreement relating to options granted under the
Medicis Pharmaceutical Corporation 1995 Stock Option Plan
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
Section do not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be
II-3
<PAGE>
included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement;
(2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) to remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer of controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on the 5th day of September, 1996.
MEDICIS PHARMACEUTICAL
CORPORATION
By: /s/ JONAH SHACKNAI
Jonah Shacknai
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated. Each person whose
individual signature appears below hereby authorizes Jonah Shacknai and
Mark A. Prygocki, Sr., or either one of them, to execute in the name of
each such person and to file any amendment to this Registration
Statement and appoints Jonah Shacknai and Mark A. Prygocki, Sr., or
either one of them, as attorney-in-fact to sign on his behalf
individually and in each capacity stated below and to file any
amendments to this Registration Statement, including any and all post-
effective amendments.
Signature Title Date
- --------- ----- ----
/s/ JONAH SHACKNAI Chairman of the Board September 5, 1996
Jonah Shacknai of Directors and Chief
Executive Officer
/s/ MARK A. PRYGOCKI, SR. Chief Financial Officer September 5, 1996
Mark A. Prygocki, Sr. and Secretary (Principal
Financial Officer and
Principal Accounting Officer)
/s/ Jean Carvais, M.D. Director September 5, 1996
Jean Carvais, M.D.
/s/ JOSEPH SALVANI Director September 5, 1996
Joseph Salvani
/s/ MICHAEL A. PIETRANGELO Director September 5, 1996
Michael A. Pietrangelo
II-5
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ PHILIP S. SCHEIN, M.D. Director September 5, 1996
Philip S. Schein, M.D.
/s/ RICHARD L. DOBSON, M.D. Director September 5, 1996
Richard L. Dobson, M.D.
/s/ ARTHUR G. ALTSCHUL, JR. Director September 5, 1996
Arthur G. Altschul, Jr.
/s/ LOTTIE H. SCHACKELFORD Director September 5, 1996
Lottie H. Shackelford
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
4.1 --Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 1 to Amendment No. 1 on Form 8-A/A to
the Company's Registration Statement on Form 8-A, File No.
0-18443, filed with the Commission on October 24, 1995)
4.2 --By-Laws (incorporated by reference to Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1992, File No. 0-18443, previously filed
with the Commission)
4.3 --Rights Agreement, dated as of April 17, 1995, by and
between the Company and American Stock Transfer & Trust
Company, as Rights Agent (incorporated by reference to
Exhibit 1 to the Company's Registration Statement on Form
8-A, File No. 0-18443, filed with the Commission on August
18, 1995)
4.4 --Amendment No. 1 to Rights Agreement, dated as of April 15,
1996, by and between the Company and American Stock Transfer
& Trust Company, as Rights Agent (incorporated herein by
reference to Exhibit 4 to Amendment No. 1 on Form 8-A/A to
the Company's Registration Statement on Form 8-A, File No.
0-18443, filed with the Commission on April 16, 1996)
5 --Opinion of Brian W. Pusch
23.1 --Consent of Ernst & Young LLP
23.2 --Consent of Brian W. Pusch (included in Exhibit 5)
24 --Power of Attorney (included on signature pages of this
Registration Statement)
99.1 --Medicis Pharmaceutical Corporation 1995 Stock Option Plan
99.2 --Form of Incentive Stock Option Certificate Agreement
relating to options granted under the Medicis Pharmaceutical
Corporation 1995 Stock Option Plan.
99.3 --Form of Non-Qualified Employee Stock Option Certificate
Agreement relating to options granted under the Medicis
Pharmaceutical Corporation 1995 Stock Option Plan
99.4 --Form of Non-Qualified Non-Employee Consultant Stock Option
Certificate Agreement relating to options granted under the
Medicis Pharmaceutical Corporation 1995 Stock Option Plan
99.5 --Form of Non-Qualified Non-Employee Director Stock Option
Certificate Agreement relating to options granted under the
Medicis Pharmaceutical Corporation 1995 Stock Option Plan
</TABLE>
<PAGE>
EXHIBIT 5
LAW OFFICES OF
BRIAN W PUSCH
ATTORNEYS AT LAW
PENTHOUSE SUITE
29 WEST 57TH STREET
NEW YORK, NY 10019
TELEPHONE (212) 980-0408
FACSIMILE (212) 980-7055
September 5, 1996
Medicis Pharmaceutical Corporation
4343 East Camelback Road
Phoenix, Arizona 85018-2700
MEDICIS PHARMACEUTICAL CORPORATION
357,143 Shares
Class A Common Stock, $.014 par value
Registration Statement on Form S-8
------------------------------------
Dear Sirs:
I am acting as special counsel to Medicis Pharmaceutical
Corporation, a Delaware corporation (the "Company"), in connection with
the filing by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), of a registration statement on Form S-8 (the "Registration
Statement") relating to 357,143 shares and the related Preferred Stock
Purchase Rights (the "Shares") of the Company's Class A Common Stock,
par value $.014 per share (the "Class A Common Stock"), which may be
purchased by holders of options granted by the Company pursuant to the
Medicis Pharmaceutical Corporation 1995 Stock Option Plan (the "Plan").
This opinion is being furnished pursuant to the requirements
of Item 8 of Part II of the Registration Statement.
In connection with this opinion, I have examined and relied
on originals or copies, certified or otherwise identified to my
satisfaction, of such corporate records, documents, agreements or other
instruments of the Company and its subsidiaries, orders, rulings and
certificates of public officials, officers and representatives of the
Company and its subsidiaries and such other persons, have made
investigations of law, and have discussed with officers and other
representatives of the Company and its subsidiaries such questions of
fact, as I have deemed proper and necessary as a basis for the opinions
hereinafter expressed.
<PAGE>
Medicis Pharmaceutical Corporation
September 5, 1996
Page 2
In my examination, I have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity
of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified or
photostatic copies and the authenticity of the originals of such latter
documents. As to any facts material to the opinions expressed herein
which were not independently established or verified, I have relied upon
statements and representations of officers and other representatives of
the Company and others.
Based upon and subject to the foregoing, I am of the opinion
that the Shares are duly authorized and that (1) when the Registration
Statement shall have become effective, (2) when the provisions of the
securities and blue sky laws of certain jurisdictions shall have been
complied with and (3) when the Shares, certificates for which shall have
been duly executed, shall have been duly delivered against payment of
the consideration therefor in accordance with the Plan, the Shares will
be validly issued, fully-paid and non-assessable under the laws of the
State of Delaware.
I am licensed to practice law in the State of New York, and
I do not purport to express an opinion herein concerning any laws other
than the laws of the State of New York and the General Corporation Law
of the State of Delaware.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, I do not thereby
admit that I am in the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
/s/ BRIAN W. PUSCH
Brian W. Pusch
BWP:dp
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Medicis Pharmaceutical
Corporation 1995 Stock Option Plan of our report dated August 2, 1996
with respect to the consolidated financial statements and schedule of
Medicis Pharmaceutical Corporation included in its Annual Report (Form
10-K) for the fiscal year ended June 30, 1996, filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
Phoenix, Arizona
August 26, 1996
<PAGE>
MEDICIS PHARMACEUTICAL CORPORATION
1995 STOCK OPTION PLAN
as Amended on
April 15, 1996
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Section 1. PURPOSE.......................................1
Section 2. DEFINITIONS...................................1
Section 3. SHARES SUBJECT TO OPTIONS.....................3
Section 4. EFFECTIVE DATE................................3
Section 5. COMMITTEE.....................................4
Section 6. ELIGIBILITY...................................4
Section 7. GRANT OF OPTIONS..............................4
Section 8. OPTION PRICE..................................5
Section 9. EXERCISE PERIOD...............................5
Section 10. NONTRANSFERABILITY............................6
Section 11. SURRENDER OF OPTIONS..........................6
Section 12. SECURITIES REGISTRATION AND RESTRICTIONS......7
Section 13. LIFE OF PLAN..................................7
Section 14. ADJUSTMENT....................................7
Section 15. SALE OR MERGER OF THE CORPORATION.............8
Section 16. AMENDMENT OR TERMINATION......................8
Section 17. MISCELLANEOUS.................................8
</TABLE>
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MEDICIS PHARMACEUTICAL CORPORATION
1995 STOCK OPTION PLAN
as Amended on
April 15, 1996
----------------------------------
Section 1. PURPOSE
The purpose of this Plan is to promote the interests of the
Corporation by granting Options to purchase Stock to Key Employees, Non-
employee Directors and Key Consultants in order to (a) attract and
retain Key Employees and Key Consultants; (b) provide an additional
incentive to each Key Employee and Key Consultant to work to increase
the value of the Stock; and (c) provide each such Key Employee, Non-
employee Director and Key Consultant with a stake in the future of the
Corporation which corresponds to the stake of each of the Corporation's
stockholders.
Section 2. DEFINITIONS
Each term set forth in this Section 2 shall have the meaning
set forth opposite such term for purposes of this Plan and for any
Option granted under this Plan. For purposes of such definitions, the
singular shall include the plural and the plural shall include the
singular. Unless otherwise expressly indicated, all Section references
herein shall be construed to mean references to a particular Section of
this Plan.
2.1 Board means the Board of Directors of the
Corporation.
2.2 Change of Control means any of the following:
(i) the acquisition, other than from the Company, by any
individual, entity or group (within the meaning of Section 13(d) or
14(d)(2) of the Securities Exchange Act of 1934, as amended from time to
time)(the "Exchange Act"), of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 15% or more of
either (A) the then outstanding shares of Stock (the "Outstanding
Company Common Stock") or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally
in the election of directors (the "Company Voting Securities"),
provided, however, that any acquisition by (x) the Company or any of its
subsidiaries, or any employee benefit plan (or related trust) sponsored
or maintained by the Company or any of its subsidiaries or (y) any
corporation with respect to which, following such acquisition, more than
60% of, respectively, the then outstanding shares of common stock of
such corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding Company
Common Stock and Company Voting Securities immediately prior to such
acquisition in substantially the same proportion as their ownership,
immediately prior to such acquisition of the Outstanding Company Common
Stock and Company Voting Securities, as the case may be, shall not
constitute a change in control of the Company; or
(ii) individuals who, as of March 31, 1996, constitute the
Board of Directors of the Company (the "incumbent Board") cease for any
reason to constitute at least a majority of the Board, provided that any
individual becoming a director subsequent to March 31, 1996, whose
election or nomination for election by the Company's shareholders was
approved by a vote of at least a majority of the directors then
comprising the incumbent Board shall be considered as though such
individual were a member of the incumbent Board, but excluding, for this
purpose, 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 of Regulation 14A promulgated under the Exchange Act); or
<PAGE>
(iii) approval by the shareholders of the Company of a
reorganization, merger or consolidation (a "Business Combination"), in
each case, with respect to which all or substantially all of the
individuals and entities who were the respective beneficial owners of
the Outstanding Company Common Stock and Company Voting Securities
immediately prior to such Business Combination do not, following such
Business Combination, beneficially own, directly or indirectly, more
than 60% of, respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may
be, of the corporation resulting from such Business Combination in
substantially the same proportion as their ownership immediately prior
to such Business Combination or the Outstanding Company Common Stock and
Company Voting Securities, as the case may be; or
(iv) (A) a complete liquidation or dissolution of the
Company or a (B) sale or other disposition of all or substantially all
of the assets of the Company other than to a corporation with respect to
which, following such sale or disposition, more than 60% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled
to vote generally in the election of directors is then owned
beneficially, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Company Voting Securities
immediately prior to such sale or disposition in substantially the same
proportion as their ownership of the Outstanding Company Common Stock
and Company Voting Securities, as the case may be, immediately prior to
such sale or disposition.
2.3 Code means the Internal Revenue Code of 1986, as
amended.
2.4 Committee means the committee or either of the
committees appointed by the Board to administer this Plan as
contemplated by Section 5.
2.5 Corporation means Medicis Pharmaceutical
Corporation, a Delaware corporation, and any successor to such
corporation.
2.6 Exchange Act means the Securities Exchange Act of
1934, as amended.
2.7 Fair Market Value means the price which the
Committee acting in good faith determines through any reasonable
valuation method that a share of Stock might change hands between a
willing buyer and a willing seller, neither being under any compulsion
to buy or to sell and both having reasonable knowledge of the relevant
facts.
2.8 ISO means any option granted under this Plan to
purchase Stock which satisfies the requirements of Section 422 of the
Code.
2.9 Key Consultant means any consultant or independent
contractor of the Corporation or a Subsidiary (other than a Non-
employee Director) or any such consultant or contractor who is a Non-
employee Director and who serves as such a consultant or contractor
pursuant to a written agreement with the Corporation which has been
approved by the Board, in either case who, in the judgment of the
Committee acting in its absolute discretion, is a key to the success of
the Corporation or a Subsidiary.
2.10 Key Employee means any employee of the Corporation
or a Subsidiary, who, in the judgment of the Committee acting in its
absolute discretion, is a key to the success of the Corporation or a
Subsidiary.
2.11 Non-employee Director means any member of the
Board of Directors of the Corporation who is not an employee of the
Corporation or a Subsidiary.
2.12 Non-ISO means any option granted under this Plan to
purchase stock which fails to satisfy the requirements of Section 422 of
the Code or has been specifically denominated as a non-ISO by the
Committee as of the time the option is granted.
2.13 Option means an ISO or a Non-ISO.
-2-
<PAGE>
2.14 Option Certificate means the written agreement or
instrument which sets forth the terms of an Option granted to a Key
Employee, Key Consultant or Non-employee Director under this Plan.
2.15 Option Price means the price which shall be paid to
purchase one share of stock upon the exercise of an Option granted under
this Plan.
2.16 Parent Corporation means any corporation which is a
parent corporation of the Corporation within the meaning of Section
424(e) of the Code.
2.17 Plan means this Medicis Pharmaceutical Corporation
1995 Stock Option Plan, as amended from time to time.
2.18 Principal Officer means the Chairman of the Board
(if the Chairman of the Board is a payroll employee), the Chief
Executive Officer, the President, any Executive Vice President, any
Senior Vice President, any Vice President and the Treasurer of the
Corporation and any other person who is an "officer" of the Corporation
as that term is defined in Rule 16a-1(f) under the Exchange Act or any
successor rule thereunder.
2.19 Securities Act means the Securities Act of 1933, as
amended.
2.20 Stock means the Class A Common Stock, $.001 par value
per share, of the Corporation.
2.21 Subsidiary means any corporation which is a
subsidiary corporation of the Corporation within the meaning of Section
424(f) of the Code.
2.22 Surrendered Shares means the shares of Stock
described in Section 11.2 which, in lieu of being purchased through the
exercise of an Option, are surrendered for cash, Stock or a combination
of cash and Stock, in accordance with Section 11.
2.23 Ten Percent Shareholder means a person who owns
after taking into account the attribution rules of Section 424(d) of the
Code more than ten percent (10%) of the total combined voting power of
all classes of stock of either the Corporation, a Subsidiary or a Parent
Corporation.
Section 3. SHARES SUBJECT TO OPTIONS
There shall be 5,000,000 shares of Stock reserved for
issuance in connection with ISOs and Non-ISOs granted under this Plan.
Such shares of Stock shall be reserved to the extent that the
Corporation deems appropriate from authorized but unissued shares of
Stock and from shares of Stock which have been reacquired by the
Corporation. Any shares of Stock subject to an Option which remain
after the cancellation, expiration or exchange of such Option for
another Option thereafter shall again become available for use under
this Plan. Any Surrendered Shares which remain after the surrender of
an Option under Section 11 shall not again be available for use under
this Plan.
Section 4. EFFECTIVE DATE
The effective date of this Plan shall be the date it is
originally approved and adopted by the Board of the Corporation, subject
to approval by the stockholders of the Corporation acting at a duly
called meeting of such stockholders or acting by unanimous written
consent in lieu of a meeting, provided such stockholder approval occurs
within twelve (12) months after the date the Board approves and adopts
this Plan.
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<PAGE>
Section 5. COMMITTEE
This Plan shall be administered by the Committee. The
Committee acting in its absolute discretion shall exercise such powers
and take such action as expressly called for under this Plan.
Furthermore, the Committee shall have the power to interpret this Plan
and to take such other action in the administration and operation of
this Plan as the Committee deems equitable under the circumstances,
which action shall be binding on the Corporation, on each affected Key
Employee, Key Consultant or Non-employee Director and on each other
person directly or indirectly affected by such action. The Board may
(a) designate one Committee, all of the members of which are members of
the Board and a majority of the members of which shall not be (1) Key
Employees or Key Consultants or (2) persons eligible for the grant of an
Option under this Plan or for the grant of any stock option or stock
appreciation right under any other plan of the Corporation or any of its
"affiliates" as such terms is defined in the rules promulgated under the
Exchange Act, except in accordance with Section 7.3 of this Plan or any
similar provision under any other plan of the Corporation or as
otherwise permitted under Section 16(b) of the Exchange Act and the
rules promulgated thereunder, or (3) persons who have been persons
described in subclause (1) or subclause (2) of clause (a) of this
Section 5 within the immediately preceding year or (b) designate two
Committees to administer this Plan, one of which Committees shall meet
the criteria provided in clause (a) of this Section 5, to administer
this Plan as to all matters with respect to persons who are Principal
Officers or Non-employee Directors and as to all or certain matters with
respect to all persons who are Key Consultants or Key Employees who are
not Principal Officers and the other of which Committees shall be
composed of two or more persons, at least one of whom is a member of the
Board (and who may also be a Key Employee or a Key Consultant) and the
other of whom, if not a member of the Board, is a Principal Officer of
the Corporation, to administer this Plan with respect to Key Consultants
or Key Employees who are not Principal Officers, subject to such
restrictions and limitations as may be imposed by the Board. Any of
such committees designated by the Board is referred to in the Plan as
the "Committee".
Section 6. ELIGIBILITY
Only Key Employees, Key Consultants and Non-employee
Directors shall be eligible for the grant of Options under this Plan.
Section 7. GRANT OF OPTIONS
7.1 Committee Action. The Committee acting in its
absolute discretion shall grant Options to Key Employees and Key
Consultants under this Plan from time to time to purchase shares of
Stock and, further, shall have the right to grant new Options in
exchange for outstanding Options. Options shall be granted to Non-
employee Directors as provided in Section 7.3 of this Plan. Each grant
of an Option shall be evidenced by an Option Certificate, and each
Option Certificate shall:
(a) specify whether the Option is an ISO or Non-ISO; and
(b) incorporate such other terms and conditions as the
Committee acting in its absolute discretion deems consistent with the
terms of this Plan, including, without limitation, a limitation on the
number of shares subject to the Option which first became exercisable or
subject to surrender during any particular period.
If the Committee grants an ISO and a Non-ISO to a Key Employee on the
same date, the right of the Key Employee to exercise or surrender one
such Option shall not be conditioned on his or her failure to exercise
or surrender the other such Option. In connection with the termination
for any reason of employment by or service to the Corporation or any
Subsidiary of any particular holder of any Option, the Committee may, in
its discretion, determine to modify the number of shares of Stock as to
which such Option first becomes exercisable during any particular period
as provided in the related Option Certificate; provided, however, that
the Committee may not extend any such period with respect to any shares
of Stock subject to such Option.
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<PAGE>
7.2 $100,000 Limit. To the extent that the aggregate
Fair Market Value of the stock with respect to which ISOs and other
incentive stock options satisfying the requirements of Section 422 of
the Code granted to a Key Employee under this Plan and under any other
stock option plan adopted by the Corporation, a Subsidiary or a Parent
Corporation first become exercisable in any calendar year exceeds
$100,000 (based upon the Fair Market Value on the date of the grant),
such Options shall be treated as Non-ISOs.
7.3. Grants of Non-ISOs to Non-employee Directors;.
(a) On the last business day of each September during the term of this
Plan each then Non-employee Director shall be granted, without any
further action on the part of the Committee, a Non-ISO hereunder to
purchase 30,000 shares of Stock at the Fair Market Value of such Stock
on the date of grant. Each such Option shall be exercisable in whole or
in part one year after the date of grant, provided that such Non-
employee Director has continued as a Non-Employee Director for one year
(or until his or her date of death, if earlier), and shall remain
exercisable until the tenth anniversary of the date such Option is
granted; provided, however, that in the case of such grant on the last
business day of September 1995 each Non-employee Director shall be
granted a Non-ISO hereunder to purchase 35,000 shares of Stock. The
aforementioned grants of options to Non-employee Directors shall be in
lieu of any and all further grants of options to Non-employee Directors
after the last business day of September 1995 pursuant to the Medicis
Pharmaceutical Corporation 1988 Stock Option Plan, the Medicis
Pharmaceutical Corporation 1990 Stock Option Plan and the Medicis
Pharmaceutical Corporation 1992 Stock Option Plan. In all respects, a
Non-ISO grant to a Non-employee Director hereunder shall conform to the
terms and conditions of a Non-ISO under this Plan and, except as
otherwise permitted with respect to Non-employee Directors who are Key
Consultants or as otherwise provided in Section 7.4(b), Non-employee
Directors shall only be eligible to receive options under this Plan as
provided in this Section 7.3(a).
(b) On the date of the Corporation's 1995 Annual Meeting of
Stockholders, Mr. Joseph Salvani shall be granted a Non-ISO hereunder to
purchase 55,000 shares of Stock at an exercise price of $1.00 per share
(such number of shares and price being prior to any reverse stock split
of the Stock approved at the 1995 Annual Meeting of Stockholders), such
Non-ISO to be fully vested at the time of grant and to be exercisable
for five years from the date of grant.
Section 8. OPTION PRICE
The Option Price for each share of Stock subject to an
Option shall not be less than the Fair Market Value of a share of Stock
on the date the Option is granted or, if the Option is an ISO and the
Key Employee is a Ten Percent Shareholder, the Option Price for each
share of Stock subject to such Option shall not be less than 110% of the
Fair Market Value of a share of Stock on the date the Option is granted.
The Option Price shall be payable in full upon the exercise of any
Option, and an Option Certificate at the discretion of the Committee
(except for an Option granted to a Non-employee Director) may provide
for the payment of the Option Price either in cash or in Stock
acceptable to the Committee or in any combination of cash and Stock
acceptable to the Committee. Any payment made in Stock shall be treated
as equal to the Fair Market Value of such Stock on the date the properly
endorsed certificate for such Stock is delivered to the Committee.
Section 9. EXERCISE PERIOD
Each Option granted under this Plan shall be exercisable in
whole or in part at such time or times as set forth in the related
Option Certificate, but no Option Certificate shall provide that:
(a) an Option is exercisable before the date such Option
is granted, or
(b) an Option is exercisable after the date which is the
tenth anniversary of the date such Option is granted.
If an option that is an ISO is granted to a key employee who is a Ten
Percent Shareholder, the Option Certificate shall provide that the
Option is not exercisable after the expiration of five years from the
date the Option is granted. An Option Certificate may provide for the
exercise of an Option after the employment of a Key Employee or service
by a Key Consultant has terminated for any reason whatsoever,
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<PAGE>
including
death or disability. In connection with the termination for any reason
of employment by or service to the Corporation or any Subsidiary of any
particular holder of any Option, the Committee may, in its discretion,
determine to extend the period during which such Option may be exercised
as provided in the related Option Certificate; provided, however, that
no such extension shall permit an Option to be exercised beyond the date
specified in paragraph (b) of this Section or the date applicable to
Options granted to a Ten Percent Shareholder, as the case may be.
Notwithstanding any other provision of this Section, upon a
Change of Control each Option granted under this Plan prior to such
Change of Control (whether prior to or after the amendment of the Plan
to include this provision) shall immediately become exercisable to the
full extent of the original grant and, in the case an Option held by a
Key Employee shall remain exercisable for three months (or such longer
period as specified in the particular Option with regard to all or any
shares of Stock covered by such Option) after any termination of
employment of such Key Employee.
Section 10. NONTRANSFERABILITY
No Option granted under this Plan shall be transferable by a
Key Employee, Key Consultant or Non-employee Director otherwise than by
will or by the laws of descent and distribution, and such Option shall
be exercisable during a Key Employee's, Key Consultant's or Non-employee
Director's lifetime only by the Key Employee, Key Consultant or Non-
employee Director. The person or persons to whom an Option is
transferred by will or by the laws of descent and distribution
thereafter shall be treated as the Key Employee, Key Consultant or Non-
employee Director for purposes of this Plan.
Section 11. SURRENDER OF OPTIONS
11.1. General Rule. The Committee acting in its absolute
discretion may incorporate a provision in an Option Certificate to allow
a Key Employee or Key Consultant to surrender his or her Option in whole
or in part in lieu of the exercise in whole or in part of that Option on
any date that:
(a) the Fair Market Value of the Stock subject to such
Option exceeds the Option Price for such Stock; and
(b) the Option to purchase such Stock is otherwise
exercisable.
11.2. Procedure. The surrender of an Option in whole or
in part shall be effected by the delivery of the Option Certificate to
the Committee or to its delegate together with a statement signed by the
Key Employee or Key Consultant which specifies the number of shares of
Stock as to which the Key Employee or Key Consultant surrenders his or
her Option and how he or she desires payment be made for such
Surrendered Shares.
11.3 Payment. In exchange for his or her Surrendered
Shares, a Key Employee or Key Consultant shall receive a payment in cash
or in Stock, or in a combination of cash and Stock, equal in amount on
the date such surrender is effected to the excess of the Fair Market
Value of the Surrendered Shares on such date over the Option Price for
the Surrendered Shares. The Committee acting in its absolute discretion
may approve or disapprove a Key Employee's or Key Consultant's request
for payment in whole or in part in cash and may cause such payment to be
made in cash or in such combination of cash and Stock as the Committee
deems appropriate. A request for payment only in Stock shall be
approved and made in Stock to the extent payment can be made in whole
shares of Stock and, at the Committee's discretion, in cash in lieu of
any fractional share of Stock.
11.4 Restrictions. Any Option Certificate which
incorporates a provision to allow a Key Employee or Key Consultant to
surrender his or her Option in whole on in part shall also incorporate
such additional restrictions, if any, on the exercise or surrender of
such Option as the Committee deems necessary or appropriate, including
restrictions to satisfy the conditions to the exemption related to such
surrender rights set forth in Rule 16b-3 (or any successor exemption)
promulgated under Section 16(b) of the Exchange Act.
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<PAGE>
Section 12. SECURITIES REGISTRATION AND RESTRICTIONS
Each Option Certificate shall provide that, upon the receipt
of shares of Stock as a result of the exercise or surrender of an
Option, the Key Employee, Key Consultant or Non-employee Director shall,
if so requested by the Corporation, hold such shares of Stock for
investment and not with a view toward resale or distribution to the
public and, if so requested by the Corporation, shall deliver to the
Corporation a written statement to that effect satisfactory to the
Corporation. Each Option Certificate shall also provide that, if so
requested by the Corporation, the Key Employee, Key Consultant or Non-
employee Director shall represent in writing to the Corporation that he
or she will not sell or offer to sell any such shares of Stock unless a
registration statement shall be in effect with respect to such Stock
under the Securities Act and any applicable state securities law or
unless he or she shall have furnished to the Corporation an opinion, in
form and substance satisfactory to the Corporation, of legal counsel
acceptable to the Corporation, that such registration is not required.
Certificates representing the Stock transferred upon the exercise or
surrender of an Option granted under this Plan may at the discretion of
the Corporation bear a legend to the effect that such Stock has not been
registered under the Securities Act or any applicable state securities
law and that such Stock may not be sold or offered for sale in the
absence of (i) an effective registration statement as to such Stock
under the Securities Act and any applicable state securities law or (ii)
an opinion, in form and substance satisfactory to the Corporation, of
legal counsel acceptable to the Corporation, that such registration is
not required. Furthermore, the Corporation shall have the right to
require a Key Employee, Key Consultant or Non-employee Director to enter
into such stockholder or other related agreements as the Corporation
deems necessary or appropriate under the circumstances as a condition to
the issuance of any Stock under this Plan to a Key Employee, Key
Consultant or Non-employee Director.
Section 13. LIFE OF PLAN
No Option shall be granted under this Plan on or after the
earlier of
(a) the tenth anniversary of the original effective date
of this Plan as determined under Section 4; provided, however, that
after such anniversary date this Plan otherwise shall continue in effect
until all outstanding Options have been exercised in full or no longer
are exercisable, or
(b) the date on which all of the Stock reserved under
Section 3 of this Plan has, as a result of the exercise of Options
granted under this Plan, been issued or no longer is available for use
under this Plan, in which event this Plan also shall terminate on such
date.
Section 14. ADJUSTMENT
The number of shares of Stock reserved under Section 3 of
this Plan, the number of shares of Stock to be granted from time to time
pursuant to Section 7.3 of this Plan (if permitted by the exemption in
Rule 16b-3 under the Exchange Act or any successor rule), and the number
of shares of Stock subject to Options granted under this Plan and the
Option Price of such Options shall be adjusted by the Board in an
equitable manner to reflect any change in the capitalization of the
Corporation, including, but not limited to, such changes as stock
dividends or stock splits. Furthermore, the Board shall have the right
to adjust in a manner which satisfies the requirements of Section 424(a)
of the Code the number of shares of Stock reserved under Section 3 of
this Plan and the number of shares subject to Options granted under this
Plan and the Option Price of such Options in the event of any corporate
transaction described in Section 424(a) of the Code that provides for
the substitution or assumption of such Options. If any adjustment under
this Section 14 would create a fractional share of Stock or a right to
acquire a fractional share of Stock, such fractional share shall be
disregarded and the number of shares of Stock reserved under this Plan
and the number subject to any Options granted under this Plan shall be
the next lower number of shares of Stock, rounding all fractions
downward. An adjustment made under this Section 14 by the Board shall
be conclusive and binding on all affected persons and, further, shall
not
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<PAGE>
constitute an increase in "the number of shares reserved under
Section 3" within the meaning of Section 16(a) of this Plan.
Section 15. SALE OR MERGER OF THE CORPORATION
If the Corporation agrees to sell all or substantially all
of its assets for cash or property or for a combination of cash and
property or agrees to any merger, consolidation, reorganization,
division or other corporate transaction in which Stock is converted into
another security or into the right to receive securities or property and
such agreement does not provide for the assumption or substitution of
the Options granted under this Plan, each then outstanding Option at the
direction and discretion of the Board may be canceled unilaterally by
the Corporation as of the effective date of such transaction in exchange
for the same net consideration which each Key Employee, Key Consultant
or Non-employee Director would have received if each such Option had
been exercisable in full on such date and each Key Employee, Key
Consultant or Non-employee Director had exercised each such Option for
Stock under Section 11 on such date and then sold such Stock on such
date.
Section 16. AMENDMENT OR TERMINATION
This Plan may be amended by the Board from time to time to
the extent that the Board deems necessary or appropriate; provided,
however, that no such amendment shall be made absent the approval of the
stockholders of the Corporation (a) to increase the aggregate number of
shares reserved under Section 3, (b) to extend the maximum life of the
Plan under Section 13 or the maximum exercise period under Section 9,
(c) to decrease the minimum option price under Section 8, (d) to change
the class of persons eligible for Options under Section 6 or to
otherwise materially modify within the meaning of Rule 16b-3 of the
Exchange Act the requirements as to eligibility for participation in
this Plan, (e) to increase the number of shares provided for in Section
7.3 or (f) to otherwise materially increase within the meaning of Rule
16b-3 of the Exchange Act the benefits accruing under this Plan. The
Board also may suspend the granting of Options under this Plan at any
time and may terminate this Plan at any time; provided, however, that
the Corporation shall not have the right unilaterally cancel or, in a
manner which would materially adversely affect the holder, amend or
modify any Option granted before such suspension or termination unless
(i) the Key Employee, Key Consultant or Non-employee Director consents
in writing to such modification, amendment or cancellation or (ii) there
is a dissolution or liquidation of the Corporation or a transaction
described in Section 14 or Section 15 of this Plan.
It is the intention of the Corporation that the Plan shall
comply with the conditions of Rule 16b-3 of the Exchange Act, as such
Rule may from time to time be amended. The Board shall have the
authority, without the approval of the stockholders, to amend the Plan
from time to time to include any conditions, terms or other provisions
which may be required to be set forth in a plan in order for
transactions by directors or officers to be exempt under Rule 16b-3 of
the Exchange Act or any successor exemption.
Section 17. MISCELLANEOUS
17.1 No Stockholder Rights. No Key Employee, Key
Consultant or Non-employee Director shall have any rights as a
stockholder of the Corporation as a result of the grant of an Option to
him or to her under this Plan or his or her exercise or surrender of
such Option pending the actual delivery of Stock subject to such Option
to such Key Employee, Key Consultant or Non-employee Director.
17.2 No Contract of Employment. The grant of an
Option to a Key Employee, Key Consultant or Non-employee Director under
this Plan shall not constitute a contract of employment or consulting or
right to continue to serve on the Corporation's Board of Directors and
shall not confer on a Key Employee, Key Consultant or Non-employee
Director any rights upon his or her termination of employment or service
in addition to those rights, if any, expressly set forth in the Option
Certificate which evidences his or her Option.
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<PAGE>
17.3 Withholding. The exercise or surrender of any
Option granted under this Plan shall constitute a Key Employee's full
and complete consent to whatever action the Committee elects to satisfy
the federal and state tax withholding requirements, if any, which the
Committee in its discretion deems applicable to such exercise or
surrender.
17.4 Construction. This Plan and the Option Certificates
shall be construed under the laws of the State of Arizona.
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<PAGE>
INCENTIVE STOCK OPTION CERTIFICATE AGREEMENT
--------------------------------------------
THIS AGREEMENT is made as of the Date of Grant shown on
Exhibit A hereto, by and between MEDICIS PHARMACEUTICAL
CORPORATION, a Delaware corporation (the "Corporation"), and the
individual named on Exhibit A hereto (the "Optionee").
WHEREAS, the Optionee is a valuable and trusted employee
of the Corporation and the Corporation considers it desirable and in its
best interests that the Optionee be given an added incentive to advance
the interests of the Corporation by possessing an option to purchase
shares of the Corporation, in accordance with the Company's stock option
plan identified on Exhibit A hereto (the "Plan"); and
WHEREAS, Section 7.1 of the Plan states that options
granted under the Plan shall be evidenced by certificates incorporating
such terms and conditions as the Plan Committee (as such term is defined
in the Plan) in its absolute discretion deems consistent with the terms
of the Plan; and
WHEREAS, the Plan Committee took action on the Date of
Grant shown on Exhibit A, and proposed the issuance of new options to
the Optionee;
NOW, THEREFORE, in consideration of the premises, it is
agreed by and between the parties as follows:
1. GRANT OF OPTION. The Corporation hereby grants
to the Optionee the right, privilege and option to purchase the number
of shares of its Class A Common Stock (the "Common Stock") shown on
Exhibit A hereto. These options are intended to be Incentive Stock
Options within the meaning of Section 422A of the Internal Revenue Code
of 1986, as amended.
2. PURCHASE PRICE. The purchase price per share
under the option granted to Optionee under Paragraph 1 above shall be as
shown on Exhibit A hereto, subject to adjustment as provided herein and
in the Plan.
3. TIME OF EXERCISE OF OPTION. Notwithstanding
anything herein to the contrary, this option may be exercised by the
Optionee according to the schedule noted on
<PAGE>
Exhibit A. Subject to the
foregoing limitation, Optionee may exercise the option to purchase all
the shares granted by this option at one time or the Optionee may
exercise the option to purchase the shares granted by this option from
time to time, until the termination thereof as provided in Paragraph 5
below.
4. METHOD OF EXERCISE. The option shall be exercised
by written notice directed to the Board of Directors of the Corporation,
at the Corporation's principal place of business, accompanied by a check
in payment of the option price for the number of shares specified and
paid for. The Committee may approve or disapprove in its absolute
discretion a request for payment to be made in whole or in part in stock
of the Corporation. The Corporation shall make immediate delivery of
the shares purchased under the option, provided that if any law or
regulation requires the Corporation to take any such action with respect
to the shares specified in such notice before the issuance thereof, then
the date of delivery of such shares shall be extended for the period
necessary to take such action.
5. TERMINATION OF OPTION Except as otherwise
stated herein, the option, to the extent not heretofore exercised, shall
terminate upon the first to occur of the following dates:
(a) upon the date which is three (3) months subsequent to
the date on which the Optionee's employment by the Corporation is
terminated (except if such termination be by reason of death or
permanent and total disability);
(b) the expiration of twelve (12) months after the date on
which the Optionee's employment by the Corporation is terminated,
if such termination be by reason of Optionee's permanent and total
disability (as determined in the absolute discretion of the
Committee);
(c) the expiration of one hundred eighty (180) days from
the death of the Optionee while in the employ of the Corporation,
in which event the transferee of said option (or any unexercised
portion thereof) pursuant to Optionee's Will or by laws of
intestacy must exercise said option within one hundred eighty
(180) days following the date of the Optionee's death; or
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<PAGE>
(d) Any other circumstance provided on Exhibit A.
6. RECLASSIFICATION, CONSOLIDATION OR MERGER. If and to
the extent that the number of issued shares of Common Stock of the
Corporation shall be increased or reduced by change in par value, split
up, reclassification, distribution of a dividend payable in stock, or
the like, the number of share subject to option and the option price per
share shall be proportionately adjusted. If the Corporation is
reorganized or consolidated or merged with another corporation, the
Optionee shall be entitled to receive options covering shares of such
reorganized, consolidated, or merged company in the same proportion, at
an equivalent price, and subject to the same conditions. For purposes
of the preceding sentence, the excess of the aggregate fair market value
of the shares subject to the option immediately after the
reorganization, consolidation or merger over the aggregate option price
of such shares shall not be more than the excess of the aggregate fair
market value of all shares subject to the option immediately before such
reorganization, consolidation, or merger over the aggregate option price
of such shares, and the new option or assumption of the old option shall
not give the Optionee additional benefits which the Optionee did not
have under the old option, or deprive the Optionee of benefits which the
Optionee had under the old option (except with respect to fractional
shares).
7. RIGHTS PRIOR TO EXERCISE OF OPTION. This option
is not transferable by the Optionee, except in the event of death as
provided in Paragraph 5(c) above, and during the Optionee's lifetime is
exercisable only by the Optionee. The Optionee shall have no rights as
a stockholder with respect to the option shares until payment of the
option price and delivery to the Optionee of certificates for such
shares as herein provided.
8. SECURITIES, REGISTRATION AND RESTRICTIONS. Upon
receipt of the shares of the Corporation as a result of the exercise in
whole or in part of this option, the Optionee, if so requested by the
Corporation, shall represent and warrant to the Corporation that the
Optionee is acquiring the shares of Common Stock for investment and not
with a view toward resale or distribution to the public and, if so
requested by the Corporation, shall deliver to the Corporation a written
statement to that effect satisfactory to the Corporation. Additionally,
if so requested by the
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<PAGE>
Corporation that the Optionee will execute and deliver
to the Corporation a written agreement that the Optionee will not sell
or offer to sell any such shares of Common Stock unless a registration
statement shall be in effect with respect to such shares of Common Stock
under the Securities Act (as defined in the Plan) and any applicable
state securities law or unless the Optionee shall have furnished to the
Corporation an opinion, in form and substance satisfactory to the
Corporation, of legal counsel acceptable to the Corporation, that such
registration is not required. Certificates representing the shares
transferred upon the exercise or surrender of the option granted hereby
may, at the discretion of the Corporation, bear a legend to the effect
that such shares have not been registered under the Securities Act or
any applicable state securities law and that such shares may not be sold
or offered for sale in the absence of (i) an effective registration
statement as to such shares under the Securities Act and any applicable
state securities law, or (ii) an opinion, in form and substance
satisfactory to the Corporation, of legal counsel acceptable to the
Corporation, that such registration is not required. Furthermore, the
Corporation shall have the right to require the Optionee to enter into
such stockholder or other related agreements as the Corporation deems
necessary or appropriate under the circumstances as a condition to the
issuance of any shares under this option.
9. PAYMENT OF WITHHOLDING TAX. In the event the
Corporation determines that it is required to withhold state or Federal
income tax as a result of the exercise of an option, as a condition to
the exercise thereof, the Optionee may be required to make arrangements
satisfactory to the Corporation to enable it to satisfy such withholding
requirements. Payment of such withholding requirements may be made, in
the discretion of the Plan Committee, (i) in cash, (ii) by delivery of
shares of Common Stock registered in the name of the Optionee, or by the
Corporation not issuing such number of shares of Common Stock subject to
the option, having a fair market value at the time of exercise equal to
the amount to be withheld, or (iii) any combination of (i) and (ii)
above.
10. MISCELLANEOUS. The Optionee shall not have any
right as a stockholder of the Corporation solely as a result of the
grant of this option. The grant of this option
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<PAGE>
does not constitute a
contract of employment. This option shall be subject in all respects to
the terms of the Plan. The exercise of this option shall constitute the
Optionee's sole and complete consent to whatever action the Committee
elects to satisfy the Federal and State tax withholding requirements, if
any, which the Committee in its sole discretion deems applicable to such
exercise. This option shall be governed by the laws of the state
applicable to the Plan.
11. BINDING EFFECT. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the day and year first above written.
MEDICIS PHARMACEUTICAL CORPORATION
By _____________________________________
Chairman and Chief Executive Officer
________________________________(SEAL)
Corporate Secretary
Accepted and Agreed to: ____________________________________
Optionee
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<PAGE>
MEDICIS PHARMACEUTICAL CORPORATION
STOCK OPTION CERTIFICATE AGREEMENT
EXHIBIT A
Optionee:
Option Plan:
Date of Grant:
Number of Options:
Option Price:
Expiration Date:
Shares may be exercised according to the following schedule:
A-1
<PAGE>
NON-QUALIFIED EMPLOYEE
STOCK OPTION CERTIFICATE AGREEMENT
----------------------------------
THIS AGREEMENT is made as of the Date of Grant shown on
Exhibit A hereto, by and between MEDICIS PHARMACEUTICAL
CORPORATION, a Delaware corporation (the "Corporation"), and the
individual named on Exhibit A hereto (the "Optionee").
WHEREAS, the Optionee is a valuable and trusted employee
of the Corporation and the Corporation considers it desirable and in its
best interests that the Optionee be given an added incentive to advance
the interests of the Corporation by possessing an option to purchase
shares of the Corporation, in accordance with the Company's stock option
plan identified on Exhibit A hereto (the "Plan"); and
WHEREAS, Section 7.1 of the Plan states that options
granted under the Plan shall be evidenced by certificates incorporating
such terms and conditions as the Plan Committee (as such term is defined
in the Plan) in its absolute discretion deems consistent with the terms
of the Plan; and
WHEREAS, the Plan Committee took action on the Date of
Grant shown on Exhibit A, and proposed the issuance of new options to
the Optionee;
NOW, THEREFORE, in consideration of the premises, it is
agreed by and between the parties as follows:
1. GRANT OF OPTION. The Corporation hereby grants
to the Optionee the right, privilege and option to purchase the number
of shares of its Class A Common Stock (the "Common Stock") as shown on
Exhibit A hereto. These options are not intended to be Incentive Stock
Options within the meaning of Section 422A of the Internal Revenue Code
of 1986, as amended.
2. PURCHASE PRICE. The purchase price per share
under the option granted to Optionee under Paragraph 1 above shall be as
shown on Exhibit A hereto, subject to adjustment as provided herein and
in the Plan.
<PAGE>
3. TIME OF EXERCISE OF OPTION. Notwithstanding
anything herein to the contrary, the aforesaid option, until the
termination thereof as provided in Paragraph 5 below, may be exercised
by the Optionee according to the schedule noted on Exhibit A. Subject
to the foregoing limitation, Optionee may exercise the option to
purchase all the shares granted by this option at one time or the
Optionee may exercise the option to purchase the shares granted by this
option from time to time, until the termination thereof as provided in
Paragraph 5 below.
4. METHOD OF EXERCISE. The option shall be exercised
by written notice directed to the Board of Directors of the Corporation,
at the Corporation's principal place of business, accompanied by a check
in payment of the option price for the number of shares specified and
paid for. The Committee may approve or disapprove in its absolute
discretion a request for payment to be made in whole or in part in stock
of the Corporation. The Corporation shall make immediate delivery of the
shares purchased under the option, provided that if any law or
regulation requires the Corporation to take any such action with respect
to the shares specified in such notice before the issuance thereof, then
the date of delivery of such shares shall be extended for the period
necessary to take such action.
5. TERMINATION OF OPTION. Except as otherwise
stated herein, the option, to the extent not theretofore exercised,
shall terminate upon the first to occur of the following dates:
(a) upon the date which is three (3) months subsequent to
the date on which the Optionee's employment by the Corporation is
terminated (except if such termination be by reason of death or
permanent and total disability);
(b) the expiration of twelve (12) months after the date on
which the Optionee's employment by the Corporation is terminated,
if such termination be by reason of Optionee's permanent and total
disability (as determined in the absolute discretion of the
Committee);
(c) the expiration of one hundred eighty (180) days from
the death of the Optionee while in the employ of the Corporation,
in which event the transferee of said option (or any unexercised
portion thereof) pursuant to Optionee's Will or by laws of
-2-
<PAGE>
intestacy must exercise said option within one hundred eighty
(180) days following the date of the Optionee's death; or
(d) Any other circumstance provided in Exhibit A.
6. RECLASSIFICATION, CONSOLIDATION OR MERGER. If and
to the extent that the number of issued shares of Common Stock of the
Corporation shall be increased or reduced by change in par value, split
up,
reclassification, distribution of a dividend payable in stock, or the
like, the number of shares subject to option and the option price per
share shall be proportionately adjusted. If the Corporation is
reorganized or consolidated or merged with another corporation, the
Optionee shall be entitled to receive options covering shares of such
reorganized, consolidated, or merged company in the same proportion, at
an equivalent price, and subject to the same conditions. For purposes of
the preceding sentence, the excess of the aggregate fair market value of
the shares subject to the option immediately after the reorganization,
consolidation or merger over the aggregate option price of such shares
shall not be more than the excess of the aggregate fair market value of
all shares subject to the option immediately before such reorganization,
consolidation, or merger over the aggregate option price of such shares,
and the new option or assumption of the old option shall not give the
Optionee additional benefits which the Optionee did not have under the
old option, or deprive the Optionee of benefits which the Optionee had
under the old option (except with respect to fractional shares).
7. RIGHTS PRIOR TO EXERCISE OF OPTION. This option
is not transferable by the Optionee, except in the event of death as
provided in Paragraph 5(c) above, and during the Optionee's lifetime is
exercisable only by the Optionee. The Optionee shall have no rights as a
stockholder with respect to the option shares until payment of the
option price and delivery to him of certificates for such shares as
herein provided.
8. SECURITIES, REGISTRATION AND RESTRICTIONS. Upon
receipt of the shares of the Corporation as a result of the exercise in
whole or in part of this option, the Optionee, if so requested by the
Corporation, shall represent and warrant to the Corporation that the
Optionee is acquiring the shares of Common Stock for investment and not
with a view toward resale or
-3-
<PAGE>
distribution to the public and, if so requested by the
Corporation, shall deliver to the Corporation a written statement to
that effect satisfactory to the Corporation. Additionally, if so
requested by the Corporation, that the Optionee will execute and deliver
to the Corporation a written agreement that the Optionee will not sell
or offer to sell any such shares of Common Stock unless a registration
statement shall be in effect with respect to such shares of Common Stock
under the Securities Act (as defined in the Plan) and any applicable
state securities law or unless the Optionee shall have furnished to the
Corporation an opinion, in form and substance satisfactory to the
Corporation, of legal counsel acceptable to the Corporation, that such
registration is not required. Certificates representing the shares
transferred upon the exercise or surrender of the option granted hereby
may, at the discretion of the Corporation, bear a legend to the effect
that such shares have not been registered under the Securities Act or
any applicable state securities law and that such shares may not be sold
or offered for sale in the absence of (i) an effective registration
statement as to such shares under the Securities Act and any applicable
state securities law, or (ii) an opinion, in form and substance
satisfactory to the Corporation, of legal counsel acceptable to the
Corporation, that such registration is not required. Furthermore, the
Corporation shall have the right to require the Optionee to enter into
such stockholder or other related agreements as the Corporation deems
necessary or appropriate under the circumstances as a condition to the
issuance of any shares under this option.
9. PAYMENT OF WITHHOLDING TAX. In the event the
Corporation determines that it is required to withhold state or Federal
income tax as a result of the exercise of an option, as a condition to
the exercise thereof, the Optionee may be required to make arrangements
satisfactory to the Corporation to enable it to satisfy such withholding
requirements. Payment of such withholding requirements may be made, in
the discretion of the Plan Committee, (i) in cash, (ii) by the delivery
of shares of Common Stock registered in the name of the Optionee, or by
the Corporation not issuing such number of shares of Common Stock
subject to the option, having a fair market value at the time of
exercise equal to the amount to be withheld, or (iii) any combination of
(i) and (ii) above.
-4-
<PAGE>
10. MISCELLANEOUS. The Optionee shall not have any
right as a stockholder of the Corporation solely as a result of the
grant of this option. The grant of this option does not constitute a
contract of consulting. This option is subject in all respects to the
terms of the Plan. This option shall be governed by the laws of the
state applicable to the Plan.
11. BINDING EFFECT. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
-5-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the day and year first above written.
MEDICIS PHARMACEUTICAL CORPORATION
By ______________________________________
Chairman and Chief Executive Officer
________________________________(SEAL)
Corporate Secretary
Accepted and agreed to: _____________________________________
Optionee
-6-
<PAGE>
MEDICIS PHARMACEUTICAL CORPORATION
STOCK OPTION CERTIFICATE AGREEMENT
EXHIBIT A
Optionee:
Option Plan:
Date of Grant:
Number of Options:
Option Price:
Expiration Date:
Shares may be exercised according to the following schedule:
A-1
<PAGE>
NON-QUALIFIED NON-EMPLOYEE CONSULTANT
STOCK OPTION CERTIFICATE AGREEMENT
-------------------------------------
THIS AGREEMENT is made as of the Date of Grant shown on
Exhibit A hereto, and between MEDICIS PHARMACEUTICAL CORPORATION,
a Delaware corporation (the "Corporation"), and the individual named on
Exhibit A hereto (the "Consultant").
WHEREAS, the Consultant is a valuable and trusted
consultant of the Corporation and the Corporation considers it desirable
and in its best interests that the Consultant be given an added
incentive to advance the interests of the Corporation by possessing an
option to purchase shares of the Corporation, in accordance with the
Company's stock option plan identified on Exhibit A hereto (the "Plan");
and
WHEREAS, Section 7.1 of the Plan states that options
granted under the Plan shall be evidenced by certificates incorporating
such terms and conditions as the Plan Committee (as such term is defined
in the Plan) in its absolute discretion deems consistent with the terms
of the Plan; and
WHEREAS, the Plan Committee took action on the Date of
Grant shown on Exhibit A, and proposed the issuance of new options to
the Consultant;
NOW, THEREFORE, in consideration of the premises, it is
agreed by and between the parties as follows:
1. GRANT OF OPTION. The Corporation hereby grants
to the Consultant the right, privilege and option to purchase the number
of shares of its Class A Common Stock (the "Common Stock") shown on
Exhibit A hereto. These options are not intended to be Incentive Stock
Options within the meaning of Section 422A of the Internal Revenue Code
of 1986, as amended.
2. PURCHASE PRICE. The purchase price per share
under the option granted to Consultant under Paragraph 1 above shall be
as shown on Exhibit A hereto, subject to adjustment as provided herein
and in the Plan.
<PAGE>
3. TIME OF EXERCISE OF OPTION. Notwithstanding
anything contained herein to the contrary, this option may be exercised
by the Consultant according to the schedule noted on Exhibit A. Subject
to the foregoing limitation, Consultant may exercise the option to
purchase all the shares granted by this option at one time or the
Consultant may exercise the option to purchase the shares granted by
this option from time to time, until the termination thereof as provided
in Paragraph 5 below.
4. METHOD OF EXERCISE. The option shall be exercised
by written notice directed to the Board of Directors of the Corporation,
at the Corporation's principal place of business, accompanied by a check
in payment of the option price for the number of shares specified and
paid for. The Committee may approve or disapprove in its absolute
discretion a request for payment to be made in whole or in part in stock
of the Corporation. The Corporation shall make immediate delivery of the
shares purchased under the option, provided that if any law or
regulation requires the Corporation to take any such action with respect
to the shares specified in such notice before the issuance thereof, then
the date of delivery of such shares shall be extended for the period
necessary to take such action.
5. TERMINATION OF OPTION. Except as otherwise
stated herein, the option, to the extent not theretofore exercised,
shall terminate upon the first to occur of the following dates:
(a) the expiration of one hundred eighty (180) days from
the death of the Consultant in which event the transferee of said
option (or any unexercised portion thereof) pursuant to
Consultant's Will or by laws of intestacy must exercise said
option within one hundred eighty (180) days following the date of
the Consultant's death; and
(b) Any other circumstance provided in Exhibit A.
6. RECLASSIFICATION, CONSOLIDATION OR MERGER. If and to the
extent that the number of issued shares of Common Stock of the
Corporation shall be increased or reduced by change in par value, split
up,
reclassification, distribution of a dividend payable in stock, or the
like, the number of shares subject to option and the option price per
share shall be proportionately adjusted. If the Corporation is
reorganized or consolidated or merged with another corporation, the
-2-
<PAGE>
Consultant shall be entitled to receive options covering shares of such
reorganized, consolidated, or merged company in the same proportion, at
an equivalent price, and subject to the same conditions. For purposes
of the preceding sentence, the excess of the aggregate fair market value
of the shares subject to the option immediately after the
reorganization, consolidation or merger over the aggregate fair market
value of all shares subject to the option immediately before such
reorganization, consolidation, or merger over the aggregate option price
of such shares, and the new option or assumption of the old option shall
not give the Consultant additional benefits which the Consultant did not
have under the old option, or deprive the Consultant of benefits which
the Consultant had under the old option (except with respect to
fractional shares).
7. RIGHTS PRIOR TO EXERCISE OF OPTION. This option
is not transferable by the Consultant, except in the event of death as
provided in Paragraph 5 above, and during the Consultant's lifetime is
exercisable only by the Consultant. The Consultant shall have no rights
as a stockholder with respect to the option shares until payment of the
option price and delivery to it of certificates for such shares as
herein provided.
8. SECURITIES, REGISTRATION AND RESTRICTIONS. Upon receipt
of the shares of the Corporation as a result of the exercise in whole or
in part of this option, the Consultant, if so requested by the
Corporation, shall
represent and warrant to the Corporation that the Consultant is
acquiring the shares of Common Stock for investment and not with a view
toward resale or distribution to the public and, if so requested by the
Corporation, shall deliver to the Corporation a written statement to
that effect satisfactory to the Corporation. Additionally, if so
requested by the Corporation, that the Consultant will execute and
deliver to the Corporation a written agreement that the Consultant will
not sell or offer to sell any such shares of Common Stock unless a
registration statement shall be in effect with respect to such shares of
Common Stock under the Securities Act (as defined in the Plan) and any
applicable state securities law or unless the Consultant shall have
furnished to the Corporation an opinion, in form and substance
satisfactory to the Corporation, of legal counsel acceptable to the
Corporation, that such registration is not required. Certificates
representing the shares transferred upon the exercise or
-3-
<PAGE>
surrender of
the option granted hereby may, at the discretion of the Corporation,
bear a legend to the effect that such shares have not been registered
under the Securities Act or any applicable state securities law and that
such shares may not be sold or offered for sale in the absence of (i) an
effective registration statement as to such shares under the Securities
Act and any applicable state securities law, or (ii) an opinion, in form
and substance satisfactory to the Corporation, of legal counsel
acceptable to the Corporation, that such registration is not required.
Furthermore, the Corporation shall have the right to require such
agreements as the Corporation deems necessary or appropriate under the
circumstances as a condition to the issuance of any shares under this
option. This option is subject in all respects to the terms of the Plan.
9. PAYMENT OF WITHHOLDING TAX. In the event the
Corporation determines that it is required to withhold state or Federal
income tax as a result of the exercise of an option, as a condition to
the exercise thereof, the Consultant may be required to make
arrangements satisfactory to the Corporation to enable it to satisfy
such withholding requirements. Payment of such withholding requirements
may be made, in the discretion of the Plan Committee, (i) in cash, (ii)
by delivery of shares of Common Stock registered in the name of the
Consultant, or by the Corporation not issuing such number of shares of
Common Stock subject to the option, having a fair market value at the
time of exercise equal to the amount to be withheld, or (iii) any
combination of (i) and (ii) above.
10. MISCELLANEOUS. The Consultant shall not have any
right as a stockholder of the Corporation solely as a result of the
grant of this option. The grant of this option does not constitute a
contract of consulting. This option is subject in all respects to the
terms of the Plan. This option shall be governed by the laws of the
state applicable to the Plan.
11. BINDING EFFECT. This Agreement shall not have
any right as a stockholder of the Corporation solely as a result of the
grant of this option. The grant of this option does not constitute a
contract of consulting.
-4-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the day and year first above written.
MEDICIS PHARMACEUTICAL CORPORATION
By____________________________________
Chairman and Chief Executive Officer
_____________________________________(SEAL)
Corporate Secretary
Accepted and agreed to: _____________________________________
Consultant
-5-
<PAGE>
MEDICIS PHARMACEUTICAL CORPORATION
STOCK OPTION CERTIFICATE AGREEMENT
EXHIBIT A
Optionee:
Option Plan:
Date of Grant:
Number of Options:
Option Price:
Expiration Date:
Shares may be exercised according to the following schedule:
A-1
<PAGE>
NON-QUALIFIED NON-EMPLOYEE DIRECTOR
STOCK OPTION CERTIFICATE AGREEMENT
-----------------------------------
THIS AGREEMENT is made as of the Date of Grant shown on
Exhibit A hereto, by and between MEDICIS PHARMACEUTICAL
CORPORATION, a Delaware Corporation (the "Corporation"), and the
individual named on Exhibit A hereto (the "Director").
WHEREAS, the Corporation considers it desirable and in its
best interests that non-employee Directors be given an annual grant of
options to purchase shares in the Corporation pursuant to Section 7.3 of
the Company's stock option plan identified on Exhibit A hereto, (the
"Plan"); and
WHEREAS, Section 7.1 of the Plan states that options
granted under the Plan shall be evidenced by Certificates incorporating
such terms and conditions as the Plan Committee (as such term is defined
in the Plan) in its absolute discretion deems consistent with the terms
of the Plan;
WHEREAS, as of the date hereof the Plan provides that, on
the business day following approval of an amendment of the Plan and
thereafter on the last business day of September in each year, each then
Non-employee Director shall be granted without further action by the
Plan Committee, a non-qualified incentive stock option to purchase the
number of shares of its Class A Common Stock at fair market value on the
date of grant as shown on Exhibit A;
NOW, THEREFORE, in consideration of the premises, it is
agreed by and between the parties as follows:
1. GRANT OF OPTION. The Corporation hereby grants
to the Director the right, privilege and option to purchase the number
of shares of its Class A Common Stock (the "Common Stock") shown on
Exhibit A hereto. These options are not intended as Incentive Stock
Options within the meaning of Section 422A of the Internal Revenue Code
of 1986, as amended.
2. PURCHASE PRICE. The purchase price per share
under the option granted to Director under Paragraph 1 above shall be as
shown on Exhibit A hereto, subject to adjustment as provided herein and
in the Plan.
<PAGE>
3. TIME OF EXERCISE OF OPTION. The aforesaid
option, until the termination thereof as provided in paragraph 5 below,
may be exercised by the Director in whole or in part, as shown on
Exhibit A, provided that the Director is still a Director as of that
date.
4. METHOD OF EXERCISE. The option shall be exercised
by written notice directed to the Board of Directors of the Corporation,
at the Corporation's principal place of business, accompanied by a check
in payment of the option price for the number of shares specified and
paid for. The Corporation shall make immediate delivery of the shares
purchased under the option, provided that if any law or regulation
requires the Corporation to take any such action with respect to the
shares specified in such notice before the issuance thereof, then the
date of delivery of such shares shall be extended for the period
necessary to take such action.
5. TERMINATION OF OPTIONS. Except as otherwise
stated herein, the option, to the extent not theretofore exercised,
shall terminate as shown in Exhibit A.
6. RECLASSIFICATION, CONSOLIDATION OR MERGER. If and to the
extent that the number of issued shares of Common Stock of the
Corporation shall be increased or reduced by change in par value, split
up,
reclassification, distribution of a dividend payable in stock, or the
like, the number of shares subject to option and the option price per
share shall be proportionately adjusted. If the Corporation is
reorganized or consolidated or merged with another corporation, the
Director shall be entitled to receive options covering shares of such
reorganized, consolidated, or merged company in the same proportion, at
an equivalent price, and subject to the same conditions. For purposes of
the preceding sentence, the excess of the aggregate fair market value of
the shares subject to the option immediately after the reorganization,
consolidation or merger over the aggregate option price of such shares
shall not be more than the excess of the aggregate fair market value of
all shares subject to the option immediately before such reorganization,
consolidation, or merger over the aggregate option price of such shares,
and the new option or assumption of the old option shall not give the
Director additional benefits which the Director did not have under the
old option, or deprive the Director of benefits which the Director had
under the old option (except with respect to fractional shares).
-2-
<PAGE>
7. RIGHTS PRIOR TO EXERCISE OF OPTION. This option
is not transferable by the Director, except in the event of death in
which case the transferee of said option (or any unexercised portion
thereof) pursuant to the Director's will or by laws of intestacy, must
exercise said option within one hundred eighty (180) days following the
date of the Director's death (or the date specified in Paragraph 5, if
earlier). The Director shall have no rights as a stockholder with
respect to the option shares until payment of the option price and
delivery to him of certificates for such shares as herein provided.
8. SECURITIES, REGISTRATION AND RESTRICTIONS. Upon receipt
of the shares of the Corporation as a result of the exercise in whole or
in part of this option, the Director, if so requested by the
Corporation, shall
represent and warrant to the Corporation that the Director is acquiring
the shares of Common Stock for investment and not with a view toward
resale or distribution to the public and, if so requested by the
Corporation, shall deliver to the Corporation a written statement to
that effect satisfactory to the Corporation. Additionally, if so
requested by the Corporation that the Director will execute and deliver
to the Corporation a written agreement that the Director will not sell
or offer to sell any such shares of Common Stock unless a registration
statement shall be in effect with respect to such shares of Common Stock
under the Securities Act (as defined in the Plan) and any applicable
state securities law or unless the Director shall have furnished to the
Corporation an opinion, in form and substance satisfactory to the
Corporation, of legal counsel acceptable to the Corporation, that such
registration is not required. Certificates representing the shares
transferred upon the exercise or surrender of the option granted hereby
may, at the discretion of the Corporation, bear a legend to the effect
that such shares have not been registered under the Securities Act or
any applicable state securities law and that such shares may not be sold
or offered for sale in the absence of (i) an effective registration
statement as to such shares under the Securities Act and any applicable
state securities law, or (ii) an opinion, in form and substance
satisfactory to the Corporation, of legal counsel acceptable to the
Corporation, that such registration is not required. Furthermore, the
Corporation shall have the right to require the Director to enter into
such stockholder or other related agreements as the Corporation deems
-3-
<PAGE>
necessary or appropriate under the circumstances as a condition to the
issuance of any shares under this option.
9. MISCELLANEOUS. The Director shall not have any
right as a stockholder of the Corporation solely as a result of the
grant of this option. The grant of this option does not constitute a
contract of employment. This option is subject in all respects to the
terms of the Plan. This option shall be governed by the laws of the
state applicable to the Plan.
10. BINDING EFFECT. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
-4-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the day and year first above written.
MEDICIS PHARMACEUTICAL CORPORATION
By _____________________________________
Chairman and Chief Executive Officer
___________________________________(SEAL)
Corporate Secretary
Accepted and Agreed: ________________________________________
Director
-5-
<PAGE>
MEDICIS PHARMACEUTICAL CORPORATION
STOCK OPTION CERTIFICATE AGREEMENT
EXHIBIT A
Optionee:
Option Plan:
Date of Grant:
Number of Options:
Option Price:
Expiration Date:
Shares may be exercised according to the following schedule:
A-1
