<PAGE>
As filed with the Securities and Exchange Commission on May 25, 2000
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________
COR THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
______________________________
Delaware 94-3060271
(State of Incorporation) (I.R.S. Employer Identification No.)
256 East Grand Avenue
South San Francisco, California 94080
(650) 244-6800
(Address of principal executive offices)
1998 Non-Officer Equity Incentive Plan
(Full title of the plans)
Patrick A. Broderick
Senior Vice President and General Counsel
COR Therapeutics, Inc.
256 East Grand Avenue
South San Francisco, California 94080
(650) 244-6800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________________
Copies to:
Robert L. Jones, Esq.
Andrea Vachss, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(650) 843-5000
____________________________
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
===================================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Share (1) Aggregate Offering Price (1) Registration Fee
===================================================================================================================================
<S> <C> <C> <C> <C>
Stock Options and Common
Stock (par value $.0001) 400,000 shares $63.5625-$63.67 $25,438,393 $6,716
===================================================================================================================================
</TABLE>
================================================================================
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and aggregate
offering price are based upon (a) the weighted average exercise price for
options granted pursuant to the Registrant's 1998 Non-Officer Equity
Incentive Plan and (b) the average of the high and low prices of
Registrant's Common Stock on May 23, 2000 as reported on the Nasdaq
National Market.
The chart below details the calculations of the registration fee:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Offering Price Aggregate
Securities Number of Shares Per Share Offering Price
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shares issuable pursuant to
outstanding options under the 1998
Non-Officer Equity Incentive Plan 124,593 $63.67(1)(a) $ 7,932,836
- -------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to the
1998 Non-Officer Equity Incentive
Plan 275,407 $63.5625(1)(b) $17,505,557
- -------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Offering Price $25,438,393
- -------------------------------------------------------------------------------------------------------------------------
Registration Fee $ 6,716
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENT ON FORM S-8 NO. 333-49567 AND
ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR
ENDED DECEMBER 31, 1999 NO. 000-19290
The contents of Registration Statement on Form S-8 No. 333-49567 filed
with the Securities and Exchange Commission on April 7, 1998, the Registrant's
Annual Report for fiscal year ended December 31, 1999, filed with the Securities
and Exchange Commission on March 30, 2000 and Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2000, filed with the Securities and
Exchange Commission on May 10, 2000 No. 000-19290 are incorporated by reference
herein, with those changes set forth below.
EXHIBITS
Exhibit
Number
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney is contained on the signature pages.
99.1 1998 Non-Officer Equity Incentive Plan, as amended.
99.2* Form of Nonstatutory Stock Option under the 1998 Non-Officer Equity
Incentive Plan.
__________________
* Incorporated by reference from Registrant's Form S-8 No. 333-49567 filed
with the Securities and Exchange Commission on April 7, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 South San Francisco, County of San Mateo, State of
California, on the 25th day of May, 2000.
COR Therapeutics, Inc.
By /s/ Peter S. Roddy
--------------------------------
Peter S. Roddy
Title: Vice President, Finance
(Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter S. Roddy and Vaughn M. Kailian, and
each or any one of them, his true and lawful attorney-in-fact and agents, with
full power of substitution, for him and in his name, as in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Vaughn M. Kailian President, Chief Executive Officer and May 25, 2000
- ------------------------------------------ Director (Principal Executive and
Vaughn M. Kailian Financial Officer)
/s/ Peter S. Roddy Vice President, Finance (Principal May 25, 2000
- ------------------------------------------ Accounting Officer)
Peter S. Roddy
/s/ Shaun R. Coughlin, M.D., Ph.D. Director May 25, 2000
- ------------------------------------------
Shaun R. Coughlin, M.D., Ph.D.
/s/ James T. Doluisio, Ph.D. Director May 25, 2000
- ------------------------------------------
James T. Doluisio, Ph.D.
/s/ Charles J. Homcy Director May 25, 2000
- ------------------------------------------
Charles J. Homcy
/s/ Jerry T. Jackson Director May 25, 2000
- ------------------------------------------
Jerry T. Jackson
/s/ Ernest Mario, Ph.D. Director May 25, 2000
- ------------------------------------------
Ernest Mario, Ph.D.
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney is contained on the signature pages.
99.1 1998 Non-Officer Equity Incentive Plan, as amended.
99.2* Form of Nonstatutory Stock Option under the 1998 Non-Officer Equity
Incentive Plan.
______________________
* Incorporated by reference from Registrant's Form S-8 No. 333-49567 filed
with the Securities and Exchange Commission on April 7, 1998.
<PAGE>
Exhibit 5.1
May 25, 2000
COR Therapeutics, Inc.
256 East Grand Avenue
South San Francisco, CA 94080
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by COR Therapeutics, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 400,000 shares of the
Company's Common Stock, $.0001 par value (the "Shares"), pursuant to its 1998
Non-Officer Equity Incentive Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, the Company's Restated Certificate of Incorporation, as
amended, and Restated By-laws, and such other documents, records, certificates,
memoranda and other instruments as we deem necessary as a basis for this
opinion. We have assumed the genuineness and authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies thereof, and the due execution and delivery of all
documents, where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable (except for shares issued pursuant to deferred payment
arrangements, which will be validly issued, fully paid and nonassessable when
paid in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
/s/ Andrea Vachss
Andrea Vachss
<PAGE>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1998 Non-Officer Equity Incentive Plan of COR
Therapeutics, Inc. of our report dated January 20, 2000 with respect to the
financial statements of COR Therapeutics, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1999, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Palo Alto, California
May 22, 2000
<PAGE>
EXHIBIT 99.1
COR
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
COR THERAPEUTICS, INC.
1998 NON-OFFICER EQUITY INCENTIVE PLAN
Adopted February 27, 1998
(Amended October 22, 1998)
(Amended November 20, 1998)
(Amended January 29, 1999)
(Amended January 28, 2000)
Stockholder Approval Not Required
Termination Date: None
1. Purposes.
(a) The purpose of the Plan is to provide a means by which selected
Employees and Consultants may be given an opportunity to benefit from increases
in value of the common stock of the Company ("Common Stock") through the
granting of (i) Nonstatutory Stock Options, (ii) stock bonuses and (iii) rights
to purchase restricted stock.
(b) The Company, by means of the Plan, seeks to retain the services of
persons who are now Employees or Consultants, to secure and retain the services
of new Employees and Consultants and to provide incentives for such persons to
exert maximum efforts for the success of the Company and its Affiliates.
(c) The Company intends that the Stock Awards issued under the Plan shall,
in the discretion of the Board, be either (i) Nonstatutory Stock Options granted
pursuant to Section 6 hereof or (ii) stock bonuses or rights to purchase
restricted stock granted pursuant to Section 7 hereof. All Options shall be in
such form as issued pursuant to Section 6.
2. Definitions.
(a) "Affiliate" means any parent corporation or subsidiary corporation,
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f) respectively, of the Code, or such other parent corporation or
subsidiary corporation designated by the Board.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means a committee appointed by the Board in accordance
with subsection 3(c) of the Plan.
(e) "Company" means COR Therapeutics, Inc., a Delaware corporation.
<PAGE>
COR
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
(f) "Consultant" means any person, including an advisor, engaged by the
Company or an Affiliate to render consulting services and who is compensated for
such services, provided that the term "Consultant" shall not include a Director.
(g) "Continuous Service" means that the Participant's service with the
Company or an Affiliate is not interrupted or terminated. The Participant's
Continuous Service shall not be deemed to have terminated merely because of a
change in the capacity in which the Participant renders service to the Company
or an Affiliate, whether as an Employee, Consultant, Director or member of the
Board of Directors of an Affiliate, provided that there is no interruption or
termination of the Participant's service. Nor shall the Participant's Continuous
Service be deemed to have terminated merely because of a change in the entity
for which the Participant renders such service, provided that there is no
interruption or termination of the Participant's service. For example, a change
in status from an Employee of the Company to a member of the Board of Directors
of an Affiliate will not constitute an interruption of Continuous Service. The
Board or the chief executive officer of the Company, in that party's sole
discretion, may determine whether Continuous Service shall be considered
interrupted in the case of any leave of absence approved by that party,
including sick leave, military leave or any other personal leave.
(h) "Director" means a member of the Board.
(i) "Disability" means total and permanent disability as defined in
Section 22(e) of the Code.
(j) "Employee" means any person employed by the Company or any Affiliate
of the Company. Neither service as a Director nor payment of a director's fee by
the Company shall be sufficient to constitute "employment" by the Company.
(k) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(l) "Fair Market Value" means, as of any date, the value of the Common
Stock of the Company determined as follows:
(1) If the Common Stock is listed on any established stock exchange
or traded on the Nasdaq National Market System or the Nasdaq SmallCap Market,
the Fair Market Value of a share of Common Stock shall be the average of the
high and low sales prices for such stock as quoted on such exchange or market
(or the exchange or market with the greatest volume of trading in the Common
Stock) on the last market trading day prior to the day of determination, as
reported in The Wall Street Journal or such other source as the Board deems
reliable.
(2) In the absence of such markets for the Common Stock, the Fair
Market Value shall be determined in good faith by the Board.
(m) "Nonstatutory Stock Option" means an Option not intended to qualify as
an incentive stock option pursuant to Section 422 of the Code and the
regulations promulgated thereunder.
<PAGE>
COR
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
(n) "Officer" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
(o) "Option" means a Nonstatutory Stock Option granted pursuant to the
Plan.
(p) "Option Agreement" means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option grant.
Each Option Agreement shall be subject to the terms and conditions of the Plan.
(q) "Optionee" means a person to whom an Option is granted pursuant to the
Plan.
(r) "Participant" means a person to whom a Stock Award is granted pursuant
to the Plan or, if applicable, such other person who holds an outstanding Stock
Award.
(s) "Plan" means this COR Therapeutics, Inc. 1998 Non-Officer Equity
Incentive Plan.
(t) "Share" means a share of Common Stock of the Company.
(u) "Stock Award" means any right granted under the Plan, including any
Option, any stock bonus and any right to purchase restricted stock.
(v) "Securities Act" means the Securities Act of 1933, as amended.
(w) "Stock Award Agreement" means an Option Agreement or other written
agreement between the Company and a holder of a Stock Award evidencing the terms
and conditions of an individual Stock Award grant. Each Stock Award Agreement
shall be subject to the terms and conditions of the Plan.
3. Administration.
(a) The Board shall administer the Plan unless and until the Board
delegates administration to a Committee, as provided in subsection 3(c).
(b) The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:
(1) To determine from time to time which of the persons eligible
under the Plan shall be granted Stock Awards; when and how each Stock Award
shall be granted; whether a Stock Award will be an Option, a stock bonus, a
right to purchase restricted stock or a combination of the foregoing; the
provisions of each Stock Award granted (which need not be identical), including
the time or times when a person shall be permitted to receive Shares pursuant to
a Stock Award and the number of Shares with respect to which a Stock Award shall
be granted to each such person.
(2) To construe and interpret the Plan and Stock Awards granted under
it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any
<PAGE>
COR
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
Stock Award Agreement, in a manner and to the extent it shall deem necessary or
expedient to make the Plan fully effective.
(3) To amend the Plan or a Stock Award as provided in Section 13.
(4) Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company which are not in conflict with the provisions of the Plan.
(c) The Board may delegate administration of the Plan to a committee or
committees ("Committee") of one or more members of the Board. If administration
is delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board (and
references in this Plan to the Board shall thereafter be to the Committee),
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. The Board may
abolish the Committee at any time and revest in the Board the administration of
the Plan.
4. Shares Subject to the Plan.
(a) Subject to the provisions of Section 12 relating to adjustments upon
changes in the Common Stock, the Shares that may be issued pursuant to Stock
Awards shall not exceed in the aggregate one million two hundred fifty thousand
(1,250,000) Shares. If any Stock Award shall for any reason expire or otherwise
terminate, in whole or in part, without having been exercised in full (or vested
in the case of restricted stock), the Shares not acquired under such Stock Award
shall revert to and again become available for issuance under the Plan.
(b) The Shares subject to the Plan may be unissued Shares or reacquired
Shares bought on the market or otherwise.
5. Eligibility.
Stock Awards may be granted only to Employees or Consultants who are not, at the
time of such grants, (i) Directors or (ii) Officers.
6. Option Provisions.
Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:
(a) Term. No Option shall be exercisable after the expiration of ten (10)
years from the date of grant, or such longer or shorter term as may be provided
in the Option Agreement.
(b) Price. The exercise price of each Option shall be as determined by
the Board and shall be set forth in the Option Agreement; provided, however,
that in no event shall the exercise price be less than one hundred percent
(100%) of the Fair Market Value on the date of grant.
<PAGE>
COR
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
(c) Consideration. The consideration to be paid for the Shares to be
issued upon exercise of an Option, including the method of payment, shall be
determined by the Board and may consist entirely of (i) cash or check, (ii)
promissory note (except that payment of the Share's "par value," as defined in
the Delaware General Corporation Law, shall not be made by deferred payment),
(iii) other Shares having a fair market value on the date of surrender equal to
the aggregate exercise price of the Shares as to which the Option shall be
exercised, including by delivering to the Company an attestation of ownership of
owned and unencumbered Shares in a form approved by the Company, (iv) payment
pursuant to a program developed under Regulation T as promulgated by the Federal
Reserve Board which, prior to the issuance of the Shares, results in either the
receipt of cash (or check) by the Company or the receipt of irrevocable
instructions to pay the aggregate exercise price to the Company from the sales
proceeds, (v) any combination of such methods of payment or (vi) such other
consideration and method of payment for the issuance of Shares to the extent
permitted under applicable law. In making its determination as to the type of
consideration to accept, the Board shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company. In the case of
any deferred payment arrangement, interest shall be compounded at least annually
and shall be charged at not less than the minimum rate of interest necessary to
avoid the treatment as interest, under any applicable provisions of the Code, of
any amounts other than amounts stated to be interest under the deferred payment
arrangement
(d) Transferability. An Option may be transferred to the extent provided
in the Option Agreement; provided, however, that if the Option Agreement does
not specifically provide for transferability, the Option shall not be
transferable except by will or by the laws of descent and distribution or
pursuant to a domestic relations order. Notwithstanding the fore-going, the
Optionee may, by delivering written notice to the Company, in a form
satisfactory to the Company, designate a third party who, in the event of the
death of the Optionee, shall thereafter be entitled to exercise the Option.
(e) Vesting. The total number of Shares subject to an Option may, but
need not, be allotted in periodic installments (which may, but need not, be
equal). The Option Agreement may provide that from time to time during each of
such installment periods, the Option may become exercisable ("vest") with
respect to some or all of the Shares allotted to that period, and may be
exercised with respect to some or all of the Shares allotted to such period
and/or any prior period as to which the Option became vested but was not fully
exercised. The Option may be subject to such other terms and conditions on the
time or times when it may be exercised (which may be based on performance or
other criteria) as the Board may deem appropriate. The vesting provisions of
individual Options may vary. The provisions of this subsection 6(e) are subject
to any Option provisions governing the minimum number of Shares as to which an
Option may be exercised.
(f) Termination of Service Relationship. In the event an Optionee's
Continuous Service terminates (other than upon the Optionee's death or
Disability), the Optionee may, but only within three (3) months (or such longer
or shorter period specified in the Option Agreement) after the date of such
termination, exercise his or her Option, which shall in no event be later than
the expiration of the term of the Option as set forth in the Option Agreement
(the "Post-Termination Exercise Period") and only to the extent that the
Optionee was entitled to exercise the Option on the date the Optionee's
Continuous Service terminates. The Board may at
<PAGE>
COR
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
any time extend the Post-Termination Exercise Period and provide for continued
vesting during such extended period. If, as of the date of termination, the
Optionee is not entitled to exercise his or her entire Option, the Shares
covered by the unexercisable portion of the Option shall revert to the Plan. If,
after termination, the Optionee does not exercise his or her Option within the
time specified in the Option Agreement or as otherwise determined above, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan. Notwithstanding the foregoing, the Board shall have the power to
permit an Option to vest, in whole or in part, during the Post-Termination
Exercise Period.
An Optionee's Option Agreement may also provide that if the exercise
of the Option following the termination of the Optionee's Continuous Service
(other than upon the Optionee's death or Disability) would be prohibited at any
time solely because the issuance of Shares would violate the registration
requirements under the Securities Act, then the Option shall terminate on the
earlier of (i) the expiration of the term of the Option set forth in the first
paragraph of this subsection 6 (f), or (ii) the expiration of a period of three
(3) months after the termination of the Optionee's Continuous Service during
which the exercise of the Option would not be in violation of such registration
requirements.
(g) Disability of Optionee. In the event an Optionee's Continuous Service
terminates as a result of the Optionee's Disability, the Optionee may exercise
his or her Option (to the extent that the Optionee was entitled to exercise it
as of the date of termination), but only within such period of time ending on
the earlier of (i) the date twelve (12) months (or such longer or shorter period
specified in the Option Agreement) following such termination or (ii) the
expiration of the term of the Option as set forth in the Option Agreement. If,
at the date of termination, the Optionee is not entitled to exercise his or her
entire Option, the Shares covered by the unexercisable portion of the Option
shall revert to and again become available for issuance under the Plan. If,
after termination, the Optionee does not exercise his or her Option within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to and again become available for issuance under the
Plan.
(h) Death of Optionee. In the event of the death of an Optionee during
Optionee's Continuous Service, the Option may be exercised (to the extent the
Optionee was entitled to exercise the Option as of the date of death) by the
Optionee's estate, by a person who acquired the right to exercise the Option by
bequest or inheritance, but only within the period ending on the earlier of (i)
the date eighteen (18) months (or such longer or shorter period specified in the
Option Agreement) following the date of death or (ii) the expiration of the term
of such Option as set forth in the Option Agreement. If, at the time of death,
the Optionee was not entitled to exercise his or her entire Option, the Shares
covered by the unexercisable portion of the Option shall revert to and again
become available for issuance under the Plan. If, after death, the Option is
not exercised within the time specified herein, the Option shall terminate, and
the Shares covered by such Option shall revert to and again become available for
issuance under the Plan.
(i) Early Exercise. The Option may, but need not, include a provision
whereby the Optionee may elect at any time before the Optionee's Continuous
Service terminates to exercise the Option as to any part or all of the Shares
subject to the Option prior to the full vesting of the Option. Any unvested
Shares so purchased may be subject to a repurchase right in favor of the Company
or to any other restriction the Board determines to be appropriate.
<PAGE>
COR
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
7. Terms of Stock Bonuses and Purchases of Restricted Stock.
Each stock bonus or restricted stock purchase agreement shall be in such
form and shall contain such terms and conditions as the Board shall deem
appropriate. The terms and conditions of stock bonus or restricted stock
purchase agreements may change from time to time, and the terms and conditions
of separate agreements need not be identical, but each stock bonus or restricted
stock purchase agreement shall include (through incorporation of provisions
hereof by reference in the agreement or otherwise) the substance of each of the
following provisions as appropriate:
(a) Purchase Price. The purchase price under each restricted stock
purchase agreement shall be such amount as the Board shall determine and
designate in such agreement. Notwithstanding the foregoing, the Board may
determine that eligible participants in the Plan may be awarded stock pursuant
to a stock bonus agreement in consideration for past services actually rendered
to the Company or for its benefit.
(b) Transferability. No rights under a stock bonus or restricted stock
purchase agreement shall be transferable except by will or the laws of descent
and distribution so long as stock awarded under such agreement remains subject
to the terms of any restrictive covenant (such as a repurchase option or
reacquisition option) in favor of the Company.
(c) Consideration. The purchase price of Shares acquired pursuant to a
stock purchase agreement shall be paid either: (i) in cash at the time of
purchase, (ii) at the discretion of the Board, according to a deferred payment
or other arrangement with the Optionee, except that payment of the common
stock's "par value" (as defined in the Delaware General Corporation Law) shall
not be made by deferred payment, or (iii) in any other form of legal
consideration that may be acceptable to the Board in its discretion.
Notwithstanding the foregoing, the Board to which administration of the Plan has
been delegated may award stock pursuant to a stock bonus agreement in
consideration for past services actually rendered to the Company or for its
benefit.
(d) Vesting. Shares sold or awarded under the Plan may, but need not, be
subject to a repurchase option or reacquisition option in favor of the Company
in accordance with a vesting schedule to be determined by the Board.
(e) Termination of Continuous Service. In the event a Participant's
Continuous Service terminates, the Company may repurchase or otherwise reacquire
any or all of the Shares held by the Participant which have not vested as of the
date of termination under the terms of the stock bonus or restricted stock
purchase agreement between the Company and the Participant.
<PAGE>
COR
COR THERAPEUTICS, INC.
- --------------------------------------------------------------------------------
8. Cancellation and Re-grant of Options.
The Board or the Committee shall have the authority to effect, at any time and
from time to time, with the consent of the affected holders of Options, (i) the
repricing of any outstanding Options under the Plan and/or (ii) the cancellation
of any outstanding Options and the grant in substitution therefor of new Options
under the Plan covering the same or different numbers of shares of Common Stock,
but having an exercise price per share not less than one hundred percent (100%)
of the fair market value.
9. Covenants of the Company.
(a) During the terms of the Stock Awards, the Company shall keep available
at all times the number of Shares required to satisfy such Stock Awards.
(b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell Shares under Stock Awards; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
either the Plan, any Stock Award or any Shares issued or issuable pursuant to
any such Stock Award. If, after reasonable efforts, the Company is unable to
obtain from any such regulatory commission or agency the authority which counsel
for the Company deems necessary for the lawful issuance and sale of Shares under
the Plan, the Company shall be relieved from any liability for failure to issue
and sell Shares upon exercise of such Stock Awards unless and until such
authority is obtained.
10. Use of Proceeds from Shares.
Proceeds from the sale of Shares pursuant to Stock Awards shall constitute
general funds of the Company.
11. Miscellaneous.
(a) The Board shall have the power to accelerate the time at which all or
any part of a Stock Award may first be exercised or the time during which a
Stock Award or any part thereof will vest, notwithstanding the provisions in the
Stock Award stating the time at which it may first be exercised or the time
during which it will vest.
(b) No Participant shall be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any Shares subject to a Stock Award
unless and until the Participant has satisfied all requirements for the exercise
of the Stock Award pursuant to its terms.
(c) Nothing in the Plan or any instrument executed or Stock Award granted
pursuant thereto shall confer upon any Participant any right to continue in the
employ of the Company or any Affiliate or to continue serving as a Consultant or
shall affect the right of the Company or any Affiliate to terminate the
employment or consulting relationship with or without notice and with or without
cause.
(d) The Company may require a Participant, as a condition of exercising or
acquiring Shares under any Stock Award, (i) to give written assurances
satisfactory to the Company as to
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such person's knowledge and experience in financial and business matters and/or
to employ a purchaser representative reasonably satisfactory to the Company who
is knowledgeable and experienced in financial and business matters, and that he
or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks associated with the Stock Award, and (ii)
to give written assurances satisfactory to the Company stating that such person
is acquiring the Shares subject to the Stock Award for such person's own account
and not with any present intention of selling or otherwise distributing the
Shares. The foregoing requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (i) the issuance of the Shares upon the
exercise or acquisition of Shares under the Stock Award has been registered
under a then currently effective registration statement under the Securities
Act, or (ii) as to any particular requirement, a determination is made by
counsel for the Company that such requirement need not be met in the
circumstances under the then applicable securities laws. The Company may, upon
advice of counsel to the Company, place legends on stock certificates issued
under the Plan as such counsel deems necessary or appropriate in order to comply
with applicable securities laws, including, but not limited to, legends
restricting the transfer of the Shares.
(e) To the extent provided by the terms of a Stock Award Agreement, the
Participant may satisfy any federal, state or local tax withholding obligation
relating to the exercise or acquisition of Shares under a Stock Award by any of
the following means or by a combination of such means: (i) tendering a cash
payment, (ii) authorizing the Company to withhold Shares from the Shares
otherwise issuable to the participant as a result of the exercise or acquisition
of Shares under the Stock Award or (iii) delivering to the Company owned and
unencumbered Shares, including by delivering to the Company an attestation of
ownership of owned and unencumbered Shares in a form approved by the Company.
12. Adjustments upon Changes in Stock.
(a) If any change is made in the Shares subject to the Plan, or subject to
any Stock Award, without the receipt of consideration by the Company (through
merger, consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of Shares, exchange of Shares, change in corporate
structure or other transaction not involving the receipt of consideration by the
Company), the Plan will be appropriately adjusted in the class(es) and maximum
number of Shares subject to the Plan pursuant to subsection 4(a), and the
outstanding Stock Awards will be appropriately adjusted in the class(es) and
number of Shares and price per Share subject to such outstanding Stock Awards.
Such adjustments shall be made by the Board, the determination of which shall be
final, binding and conclusive. (The conversion of any convertible securities of
the Company shall not be treated as a "transaction not involving the receipt of
consideration by the Company.")
(b) Notwithstanding anything to the contrary in this Plan, in the event of
a Change of Control (as hereinafter defined), then, at the sole discretion of
the Board and to the extent permitted by applicable law: (i) any surviving
corporation shall assume the rights and obligations of the Company under any
Stock Awards outstanding under the Plan or shall substitute similar Stock Awards
for those outstanding under the Plan; (ii) the time during which such Stock
Awards become vested or may be exercised shall be accelerated and any
outstanding
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unexercised rights under any Stock Awards terminated if not exercised prior to
such event; or (iii) such Stock Awards shall continue in full force and effect.
(c) For purposes of the Plan, a "Change of Control" shall be deemed to
have occurred at any of the following times:
(1) Upon the acquisition (other than from the Company) by any person,
entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act (excluding, for this purpose, the Company or its affiliates, or any
employee benefit plan of the Company or its affiliates which acquires beneficial
ownership of voting securities of the Company), of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent
(50%) or more of either the then outstanding shares of common stock or the
combined voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors; or
(2) At the time individuals who, as of January 1998, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director subsequent
to January 1998, whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board (other than an election or nomination of an
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) shall be, for purposes of the Plan, considered as though
such person were a member of the Incumbent Board; or
(3) Immediately prior to the consummation by the Company of a
reorganization, merger, consolidation, (in each case, with respect to which
persons who were the stockholders of the Company immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own more
than fifty percent (50%) of the combined voting power entitled to vote generally
in the election of directors of the reorganized, merged or consolidated
company's then outstanding voting securities) or a liquidation or dissolution of
the Company or of the sale of all or substantially all of the assets of the
Company; or
(4) The occurrence of any other event that the Incumbent Board in its
sole discretion determines constitutes a Change of Control.
13. Amendment of the Plan and Stock Awards.
(a) The Board at any time, and from time to time, may amend the Plan.
(b) The Board, in its sole discretion, may submit the Plan and/or any
amendment to the Plan for stockholder approval.
(c) Rights and obligations under any Stock Award granted before amendment
of the Plan shall not be impaired by any such amendment unless (i) the Company
requests the consent of the Participant and (ii) the Participant consents in
writing.
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(d) The Board at any time may amend the terms of any one or more Stock
Awards; provided, however, that the rights and obligations under any Stock Award
shall not be impaired by any such amendment unless (i) the Company requests the
consent of the Participant and (ii) the Participant consents in writing.
14. Termination or Suspension of the Plan.
(a) The Board may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate when all Shares reserved for issuance under
the Plan have been issued and all such issued Shares are no longer subject to a
repurchase option or a reacquisition option in favor of the Company. No Stock
Awards may be granted under the Plan while the Plan is suspended or after it is
terminated.
(b) Rights and obligations under any Stock Award granted while the Plan is
in effect shall not be impaired by suspension or termination of the Plan, except
with the written consent of the Participant.
15. Effective Date of Plan.
The Plan shall become effective on February 27, 1998.
