<PAGE> 1
As filed with the Securities and Exchange Commission on November 13,1996
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
COLLABORATIVE CLINICAL RESEARCH, INC.
(Exact name of registrant as specified in its charter)
Ohio 34-1685364
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
20600 Chagrin Boulevard, Suite 1050
Cleveland, Ohio 44122
(216) 491-9930
(Address of principal executive offices, including zip code)
----------------------
COLLABORATIVE CLINICAL RESEARCH, INC. 1992 SHARE INCENTIVE PLAN
COLLABORATIVE CLINICAL RESEARCH, INC. 1994 DIRECTORS' SHARE OPTION PLAN
COLLABORATIVE CLINICAL RESEARCH, INC. 1996 OUTSIDE DIRECTORS STOCK OPTION PLAN
COLLABORATIVE CLINICAL RESEARCH, INC. 1996 KEY EMPLOYEES AND CONSULTANTS
STOCK OPTION PLAN
(Full title of the plans)
Copy to:
Jeffrey A. Green, Pharm. D., FCP Thomas F. McKee, Esq.
Chief Executive Officer and President Calfee, Halter & Griswold
Collaborative Clinical Research, Inc. 1400 McDonald Investment Center
20600 Chagrin Boulevard 800 Superior Avenue
Cleveland, Ohio 44122 Cleveland, Ohio 44114
(216) 491-9930 (216) 622-8200
(Name, address and telephone number, including area code, of agent for service)
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to be Amount to be Price per Offering Registration
Registered Registered Share (1) Price (1) Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, without par value 430,200 (2) $ 12.00 $ 5,162,400
Common Shares, without par value 10,000 (3) $ 12.00 $ 120,000
Common Shares, without par value 25,000 (4) $ 12.00 $ 300,000
Common Shares, without par value 182,667 (5) $ 12.00 $ 2,192,004
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL 647,867 $ 12.00 $ 7,774,404 $ 2,356
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the high and
low prices as quoted on the NASDAQ National Market System for November 12,
1996.
(2) To be issued in connection with the Collaborative Clinical Research, Inc.
1992 Share Incentive Plan.
(3) To be issued in connection with the Collaborative Clinical Research, Inc.
1994 Directors' Share Option Plan.
(4) To be issued in connection with the Collaborative Clinical Research, Inc.
1996 Outside Directors Stock Option Plan.
(5) To be issued in connection with the Collaborative Clinical Research, Inc.
1996 Key Employees and Consultants Stock Option Plan.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The following documents of Collaborative Clinical Research, Inc. (the
"Company") previously filed with the Securities and Exchange Commission (the
"Commission"), are incorporated herein by reference:
1. The Company's latest prospectus filed pursuant to Rule 424(b)
of the Securities Act of 1933, as amended, dated as of
June 11, 1996;
2. The Company's Quarterly Reports on Form 10-Q for the fiscal
periods ended June 30, 1996 and September 30, 1996;
3. The Company's Form 8-A dated May 10, 1996 (Reg. No. 0-20699);
4. The Company's Current Report on Form 8-K dated July 2, 1996;
5. The Company's Current Report on Form 8-K dated October 17,
1996; and
6. The Company's Current Report on Form 8-K dated October 25,
1996
other than the portions of such documents, which by statute, by designation in
such document or otherwise, are not deemed to be filed with the Commission or
are not required to be incorporated herein by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement, prior to the filing of a post-effective amendment 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 the Registration Statement and to be a part hereof from the date of
filing of such documents other than the portions of such documents, which by
statute, by designation in such document or otherwise, are not deemed to be
filed with the Commission or are not required to be incorporated herein by
reference.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any other
subsequently filed document that also is, or is deemed to be, incorporated by
reference in this Registration Statement 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. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 1701.13 of the Ohio Revised Code sets forth the conditions and
limitations governing the indemnification of officers, directors and other
persons. Section 1701.13 provides that a corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or contemplated action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation in a similar capacity with another corporation or
other entity, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement incurred in connection therewith if he acted in good
faith and in a manner which he reasonably believed to be in the best interests
of the corporation and, with respect to a criminal proceeding, had no reasonable
cause to
II-2
<PAGE> 3
believe that his conduct was unlawful. With respect to a suit by or in
the right of the corporation, indemnity may be provided to the foregoing persons
under Section 1701.13 on a basis similar to that set forth above, except that no
indemnity may be provided in respect of any claim, issue or matter as to which
such person has been adjudged to be liable to the corporation unless and to the
extent that the Court of Common Pleas or the court in which such action, suit or
proceeding was brought determines that despite the adjudication of liability but
in view of all the circumstances of the case such person is entitled to
indemnity for such expenses as the court deems proper. Moreover, Section 1701.13
provides for mandatory indemnification of a director, officer, employee or agent
of the corporation to the extent that such person has been successful in defense
of any such action, suit or proceeding and provides that a corporation shall pay
the expenses of an officer or director in defending an action, suit or
proceeding upon receipt of an undertaking to repay such amounts if it is
ultimately determined that such person is not entitled to be indemnified.
Section 1701.13 establishes provisions for determining whether a given person is
entitled to indemnification, and also provides that the indemnification provided
by or granted under Section 1701.13 is not exclusive of any rights to indemnity
or advancement of expenses to which such person may be entitled under any
by-law, agreement, vote of shareholders or disinterested directors or otherwise.
Under certain circumstances provided in Article V of the Registrant's
Code of Regulations, as amended, and subject to Section 1701.13 of the Ohio
Revised Code (which sets forth the conditions and limitations governing the
indemnification of officers, directors and other persons), the Registrant will
indemnify any Director or officer or any former director or officer of the
Registrant against expenses, including attorney's fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him by reason of
the fact that he is or was such director or officer in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.
The Registrant has entered into indemnity agreements (the "Indemnity
Agreements") with its directors and executive officers. Pursuant to the
Indemnity Agreements, the Registrant will indemnify a director or executive
officer of the Registrant (the "Indemnitee") if the Indemnitee is a party to or
otherwise involved in any legal proceeding by reason of the fact that the
Indemnitee is or was a director or executive officer of the Registrant, or is or
was serving at the request of the Registrant in certain capacities with another
entity, against all expenses, judgments, settlements, fines and penalties,
actually and reasonably incurred by the Indemnitee in connection with the
defense or settlement of such proceeding. Indemnity is only available if the
Indemnitee acted in good faith and in a manner which he reasonably believed to
be in, or not opposed to, the best interests of the Registrant. The same
coverage is provided whether or not the suit or proceeding is a derivative
action. Derivative actions may be defined as actions brought by one or more
shareholders of a corporation to enforce a corporate right or to prevent or
remedy a wrong to the corporation in cases where the corporation, because it is
controlled by the wrongdoers or for other reasons, fails or refuses to take
appropriate action for its own protection. The Indemnity Agreements mandate
advancement of expenses to the Indemnitee if the Indemnitee provides the
Registrant with a written promise to repay the advanced amounts in the event
that it is determined that the conduct of the Indemnitee has not met the
applicable standard of conduct. In addition, the Indemnity Agreements provide
various procedures and presumptions in favor of the Indemnitee's right to
receive indemnification under the Indemnity Agreement.
Under the Registrant's Director and Officer Liability Insurance Policy,
each Director and certain officers of the Registrant are insured against certain
liabilities, including liabilities arising under the Securities Act.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
See the Exhibit Index at Page E-1 of this Registration Statement.
II-3
<PAGE> 4
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 the 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 the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 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 Sections 13 or 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.
(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 (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).
B. The undersigned Registrant undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this 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.
C. 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 described under Item 6 above, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
II-4
<PAGE> 5
expressed in the Securities Act of 1933 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 or 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 Securities Act of 1933
and will be governed by the final adjudication of such issue.
II-5
<PAGE> 6
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 Cleveland, State of Ohio, this 13th day of
November, 1996.
COLLABORATIVE CLINICAL RESEARCH, INC.
By: /s/ Jeffrey A. Green
------------------------------------
Jeffrey A. Green, President 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 indicated on November 13, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Jeffrey A. Green President and Chief Executive Officer and a Director
- ------------------------------------ (Principal Executive Officer)
Jeffrey A. Green
/s/ Terry C. Black Vice President of Finance, Chief Financial Officer,
- ------------------------------------ Treasurer and Assistant Secretary
Terry C. Black (Principal Financial and Accounting Officer)
/s/ Timothy G. Biro Director
- ------------------------------------
Timothy G. Biro
/s/ Seth B. Harris Director
- ------------------------------------
Seth B. Harris
/s/ Alan C. Mendelson Director
- ------------------------------------
Alan C. Mendelson
/s/ Robert M. Stote Director
- ------------------------------------
Robert M. Stote
/s/ James A. Terwoord Director
- ------------------------------------
James A. Terwoord
/s/ Alan G. Walton Director
- ------------------------------------
Alan G. Walton
</TABLE>
II-6
<PAGE> 7
CALFEE, HALTER & GRISWOLD
1400 McDonald Investment Center
800 Superior Avenue Cleveland, Ohio 44114
216/622-8200 Fax 216/241-0816
EXHIBIT 5.1
November 13, 1996
Collaborative Clinical Research, Inc.
20600 Chagrin Boulevard, Suite 1050
Cleveland, Ohio 44122
We are familiar with the proceedings taken by Collaborative
Clinical Research, Inc., an Ohio corporation (the "Company"), with respect to
(i) 430,200 Common Shares, without par value, of the Company to be offered and
sold from time to time pursuant to the Company's 1992 Share Incentive Plan (the
"1992 Employee Plan Shares"); (ii) 10,000 Common Shares, without par value, to
be offered and sold from time to time pursuant to the Company's 1994 Directors'
Share Option Plan (the "1994 Directors' Plan Shares"); (iii) 25,000 Common
Shares, without par value, to be offered and sold from time to time pursuant to
the Company's 1996 Outside Directors Stock Option Plan (the "1996 Directors Plan
Shares"); and (iv) 182,667 Common Shares, without par value, to be offered and
sold from time to time pursuant to the Company's 1996 Key Employees and
Consultants Stock Option Plan (the "1996 Key Employee and Consultants Plan
Shares"). As counsel for the Company, we have assisted in the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission to effect the
registration of the 1992 Employee Plan Shares, the 1994 Directors' Plan Shares,
the 1996 Directors Plan Shares and the 1996 Key Employees and Consultants Plan
Shares under the Securities Act of 1933, as amended.
In this connection, we have examined the Fifth Amended and
Restated Articles of Incorporation of the Company, the Third Amended and
Restated Code of Regulations, records of proceedings of the Board of Directors
and shareholders of the Company, and such other records and documents as we have
deemed necessary or advisable to render the opinion contained herein. Based upon
our examination and inquiries, we are of the opinion that (i) the 1992 Employee
Plan Shares, when issued pursuant to the terms and conditions of the 1992 Share
Incentive Plan, (ii) the 1994 Directors' Plan Shares, when issued pursuant to
the terms and conditions of the 1994 Directors' Share Option Plan, (iii) the
1996 Directors Plan Shares, when issued pursuant to the terms and conditions of
the 1996 Outside Directors' Stock Option Plan, and (iv) the 1996 Key Employees
and Consultants Plan Shares, when issued pursuant to the terms and conditions of
the 1996 Key Employees and Consultants Stock Option Plan, will be duly
authorized, legally issued, fully paid and nonassessable.
This opinion is intended solely for your use in the
above-described transaction and may not be reproduced, filed publicly or relied
upon by any other person for any purpose without the express written consent of
the undersigned.
This opinion is limited to the General Corporation Laws of the
State of Ohio, and we express no view as to the effect of any other law on the
opinion set forth herein.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.
Respectfully submitted,
CALFEE, HALTER & GRISWOLD
II-7
<PAGE> 8
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1992 Share Incentive Plan, 1994 Directors' Share
Option Plan, 1996 Outside Directors Stock Option Plan and the 1996 Key
Employees and Consultants Stock Option Plan of Collaborative Clinical Research,
Inc. for the registration of 647,867 of its Common Shares, of our report dated
January 31, 1996 (except as to the first paragraph of Note 6 and Note 11 as to
which the date is June 10, 1996) with respect to the consolidated financial
statements of Collaborative Clinical Research, Inc. included in its Form S-1
(No. 333-2140) for the year ended December 31, 1995, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
November 12, 1996
II-8
<PAGE> 9
The Board of Directors and Shareholders
Collaborative Clinical Research, Inc.
We are aware of the incorporation by reference in the Registration Statement
(Form S-8) of Collaborative Clinical Research, Inc. for the registration of
647,867 of its Common Shares of our reports dated July 19, 1996 and October 22,
1996 relating to the unaudited condensed consolidated interim financial
statements of Collaborative Clinical Research, Inc. that are included in its
Form 10-Q for the quarters ended June 30, 1996 and September 30, 1996,
respectively.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a
part of the registration statement prepared or certified by accountants within
the meaning of Section 7 or 11 of the Securities Act of 1933.
ERNST & YOUNG LLP
Cleveland, Ohio
November 12, 1996
<PAGE> 10
EXHIBIT 23.2
CONSENT OF COUNSEL
The consent of Calfee, Halter & Griswold is contained in their
opinion filed as Exhibit 5.1 to this Registration Statement.
II-9
<PAGE> 11
EXHIBIT 24.1
COLLABORATIVE CLINICAL RESEARCH, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Collaborative Clinical
Research, Inc. hereby constitutes and appoints Jeffrey A. Green, Terry C. Black,
Thomas F. McKee and John J. Jenkins, or any one or more of them, its
attorneys-in-fact and agents, each with full power of substitution and
resubstitution for it in any and all capacities, to sign any or all amendments
or post-effective amendments to this Registration Statement, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each of such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such attorneys-in-fact and
agents or his substitute or substitutes may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed
at Cleveland, Ohio on November 12, 1996.
COLLABORATIVE CLINICAL RESEARCH, INC.
By: /s/ Jeffrey A. Green
--------------------------------------------------
Jeffrey A. Green, President and Chief Executive
Officer
II-10
<PAGE> 12
EXHIBIT 24.1
(Continued)
COLLABORATIVE CLINICAL RESEARCH, INC.
Certified Resolution
I, JEFFREY A. GREEN, President and Chief Executive Officer of
Collaborative Clinical Research, Inc., an Ohio corporation (the "Company"), do
hereby certify that the following is a true copy of a resolution adopted by the
Board of Directors on September 20, 1996, and that the same has not been
changed and remains in full force and effect.
RESOLVED, that Jeffrey A. Green, Terry C. Black, Thomas F.
McKee and John J. Jenkins, be, and each of them hereby is, appointed as the
attorney of Collaborative Clinical Research, Inc., with full power of
substitution and resubstitution for and in the name, place and stead of the
Company to sign, attest and file a Registration Statement on Form S-8, or any
other appropriate form that may be used from time to time, with respect to the
issue and/or sale of the Plan Shares, and any and all amendments, post-effective
amendments and exhibits to such Registration Statement and any and all
applications or other documents to be filed with the Securities and Exchange
Commission or any automated quotation system of a registered securities
association pertaining to the quotation thereon of the Plan Shares covered by
such Registration Statement or pertaining to such registration and any and all
applications or other documents to be filed with any governmental or private
agency or official relative to the issuance of said Plan Shares, with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorneys or any such substitute or substitutes and, without
implied limitation, including in the above authority to do the foregoing on
behalf and in the name of any duly authorized officer of the Company; and that
the Chief Executive Officer and President and the Chief Financial Officer of the
Company be, and each of them hereby is, authorized and directed for and on
behalf of the Company to execute a Power of Attorney evidencing the foregoing
appointment.
/s/ Jeffrey A. Green
-------------------------------------
Jeffrey A. Green,
President and Chief Executive Officer
Dated: November 12, 1996.
II-11
<PAGE> 13
COLLABORATIVE CLINICAL RESEARCH, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Sequential Page
-------------- ----------- ---------------
<S> <C> <C> <C>
4.1 Fifth Amended and Restated Articles of (1)
Incorporation
4.2 Third Amended and Restated By-Laws of the (1)
Corporation
4.3 Specimen Common Share Certificate (1)
4.4 Demand Promissory Note, dated as of January 19, (1)
1995, payable to the order of Society National Bank
4.5 Second Amended and Restated Registration (1)
Agreement, dated July 15, 1994, as amended on
June 1, 1995 and February 5, 1996
4.6 The Corporation's Amended and Restated 1992 Share
Incentive Plan
4.7 The Corporation's Amended and Restated 1994
Directors' Share Option Plan
4.8 The Corporation's Amended and Restated 1996
Outside Directors Stock Option Plan
4.9 The Corporation's Amended and Restated 1996 Key
Employees and Consultants Stock Option Plan
5.1 Opinion of Calfee, Halter & Griswold regarding the
validity of the securities being registered (see
Page II-6 of this Registration Statement)
23.1 Consent of Independent Accounts (see page II-7 of
this Registration Statement)
23.2 Consent of Counsel (see page II-8 of this
Registration Statement)
24.1 Power of Attorney and related Certified Resolution
(see Pages II-9 and II-10 of this Registration
Statement)
<FN>
- ---------------
(1) Incorporated herein by reference to the Corporation's Form S-1
Registration Statement filed on March 8, 1996, as amended by Amendment
No. 1 filed on May 10, 1996 and as amended by Amendment No. 2 filed on
June 10, 1996 (File No. 333-2140).
</TABLE>
II-12
<PAGE> 1
Exhibit 4.6
COLLABORATIVE CLINICAL RESEARCH, INC.
AMENDED AND RESTATED 1992 SHARE INCENTIVE PLAN
1. GENERAL. This Share Incentive Plan (the "Plan") provides
eligible employees and directors of Collaborative Clinical Research, Inc. (the
"Company") and its subsidiaries ("Eligible Employees") with the opportunity to
acquire or expand their equity interest in the Company by making available for
award or purchase shares of Common Stock, without par value, of the Company
("Common Shares"), through the granting of nontransferable options to purchase
Common Shares ("Stock Options"). An individual grant of Stock Options shall be
individually referred to herein as a "Grant".
It is intended that Eligible Persons who are key employees may
be granted, simultaneously or from time to time, Stock Options that qualify as
incentive stock options ("Incentive Stock Options") under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") or Stock Options that do
not so qualify ("Non-qualified Stock Options"). No provision of the Plan is
intended or shall be construed to grant employees alternative rights in any
Incentive Stock Option granted under the Plan so as to prevent such Option from
qualifying under Section 422 of the Code.
It is intended that Eligible persons who are directors may be
granted, from time to time, Non-qualified Stock Options. Directors are not
eligible to receive Incentive Stock Options.
2. PURPOSE OF THE PLAN. One purpose of the Plan is to provide
continuing incentives to key employees of the Company and of any subsidiary
corporation of the Company, by encouraging such key employees to acquire new or
additional share ownership in the Company, thereby increasing their proprietary
interest in the Company's business and enhancing their personal interest in the
Company's success.
Another purpose of the Plan is to enable the Company to
attract, retain and reward directors of the Company and strengthen the mutuality
of interest between such directors and the Company's shareholders by encouraging
such directors to acquire new or additional share ownership in the Company,
thereby increasing their proprietary interests in the Company's business and
enhancing their personal interests in the Company's success.
For purposes of the Plan, a "subsidiary corporation" consists
of any corporation fifty percent (50%) of the stock of which is directly or
indirectly owned or controlled by the Company.
3. EFFECTIVE DATE OF THE PLAN. The Plan shall become effective
upon its adoption by the Board of Directors, subject to approval by holders of a
majority of the outstanding shares of voting capital stock of the Company. If
the Plan is not so approved within twelve (12) months after the date the Plan is
adopted by the Board of Directors, the Plan and any Grants made hereunder shall
be null and void. However, if the Plan is so approved, no further shareholder
approval shall be required with respect to the making of Grants pursuant to the
Plan, except as provided in Section 12 hereof.
1
<PAGE> 2
4. ADMINISTRATION OF THE PLAN. The Plan shall be administered
by the Board of Directors of the Company (the "Board"), or by any committee
selected by the Board by majority vote and composed of no fewer than two (2)
members of the Board (a "Committee") (the Board or a Committee, as the case may
be, the "Administrator"). No person shall be appointed to any Committee who,
during the one-year period immediately preceding such person's appointment to
the Committee, has received any Grants under the Plan or any similar stock
option or stock incentive plan, other than a formula-based plan, maintained by
the Company or any subsidiary corporation. A member of any Committee shall not
be eligible to participate in this Plan while serving on a Committee.
A majority of the members of the Administrator shall
constitute a quorum. The acts of a majority of the members present at any
meeting at which a quorum is present (or acts unanimously approved in writing by
the members of the Administrator) shall constitute binding acts of the
Administrator.
Subject to the terms and conditions of the Plan, the
Administrator shall be authorized and empowered:
(a) To select Eligible Persons to whom Grants may be
made;
(b) To determine the number of Common Shares to be
covered by any Grant;
(c) To prescribe the terms and conditions of any Grants
made under the Plan, and the form(s) and agreement(s)
used in connection with such Grants;
(d) To determine the time or times when Stock Options
will be granted and when they will terminate in whole
or in part;
(e) To determine the time or times when Stock Options
that are granted may be exercised;
(f) To determine, at the time a Stock Option is granted
under the Plan to an Eligible Person who is an
employee, whether such Option is an Incentive Stock
Option entitled to the benefits of Section 422 of the
Code; and
(g) To establish any other Stock Option agreement
provisions not inconsistent with the terms and
conditions of the Plan or, where the Stock Option is
an Incentive Stock Option, with the terms and
conditions of Section 422 of the Code.
5. PERSONS ELIGIBLE FOR GRANTS. Grants may be made from time
to time to those Eligible Persons who are designated by the Administrator in its
sole and exclusive discretion. Eligible Persons may include, but shall not
necessarily be limited to, members of the Board of Directors (excluding members
of a Committee) and officers of the Company and any
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<PAGE> 3
subsidiary corporation; however, Stock Options intended to qualify as Incentive
Stock Options shall only be granted to key employees while actually employed by
the Company or a subsidiary corporation and shall not be granted to directors.
The Administrator may grant more than one Stock Option to the same Eligible
Person. No Stock Option shall be granted to any Eligible Person during any
period of time when such key employee is on a leave of absence.
6. SHARES SUBJECT TO THE PLAN. The shares to be issued
pursuant to any Grant made under the Plan shall be Common Shares. Either Common
Shares held as treasury stock or authorized and unissued Common Shares, or both,
may be so issued, in such amount or amounts within the maximum limits of the
Plan as the Administrator shall from time to time determine.
Subject to the provisions of the next succeeding paragraph of
this Section 6 and the provisions of Section 7(h), the aggregate number of
Common Shares that can be actually issued under the Plan shall be four hundred
eighty-one thousand three hundred thirty-three (481,333) Common Shares.
If, at any time subsequent to the date of adoption of the Plan
by the Board of Directors, the number of Common Shares are increased or
decreased, or changed into or exchanged for a different number or kind of shares
of stock or other securities of the Company or of another corporation (whether
as a result of a stock split, stock dividend, combination or exchange of shares,
exchange for other securities, reclassification, reorganization, redesignation,
merger, consolidation, recapitalization or otherwise): (i) there shall
automatically be substituted for each Common Share subject to an unexercised
Stock Option (in whole or in part) granted under the Plan, the number and kind
of shares of stock or other securities into which each outstanding Common Share
shall be changed or for which each such Common Share shall be exchanged; and
(ii) the option price per Common Share or unit of securities shall be increased
or decreased proportionately so that the aggregate purchase price of the
securities subject to a Stock Option shall remain the same as immediately prior
to such event. In addition to the foregoing, the Committee shall be entitled in
the event of any such increase, decrease or exchange of Common Shares to make
other adjustments to the securities subject to a Stock Option, the provisions of
the Plan, and to any related Stock Option agreements (including adjustments
which may provide for the elimination of fractional shares), where necessary to
preserve the terms and conditions of any Grants hereunder.
7. STOCK OPTION PROVISIONS.
(a) GENERAL. The Administrator may grant to Eligible Persons
(also referred to as "optionees") nontransfereable Stock Options that either
qualify as Incentive Stock Options under Section 422 of the Code or do not so
qualify, except that no Stock Option which is an Incentive Stock Option shall be
granted to any Eligible Person who is a director. However, any Stock Option
which is an Incentive Stock Option shall only be granted within 10 years from
the earlier of (i) the date this Plan is adopted by the Board of Directors of
the Company and (ii) the date this Plan is approved by the shareholders of the
Company.
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<PAGE> 4
(b) STOCK OPTION PRICE. The option price per Common Share
which may be purchased under an Incentive Stock Option under the Plan shall be
determined by the Administrator at the time of Grant, but shall not be less than
one hundred percent (100%) of the fair market value of a Common Share,
determined as of the date such Option is granted; however, if a key employee to
whom an Incentive Stock Option is granted is, at the time of the grant of such
Option, an "owner" as defined in Section 422(b)(6) of the Code (modified as
provided in Section 424(d) of the Code) of more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or any
subsidiary corporation (a "Substantial Shareholder"), the price per Common Share
of such Option, as determine by the Administrator, shall not be less than one
hundred ten percent (110%) of the fair market value of a Common Share on the
date such Option is granted. The option price per Common Share under each Stock
Option granted pursuant to the Plan which is not an Incentive Stock Option shall
be determined by the Administrator at the time of Grant. Except as specifically
provided above, the fair market value of a Common Share shall be determined in
accordance with procedures to be established by the Administrator. The day on
which the Administrator approves the granting of a Stock Option shall be
considered the date on which such Option is granted.
(c) PERIOD OF STOCK OPTION. The Administrator shall determine
when each Stock Option is to expire. However, no Incentive Stock Option shall be
exercisable for a period of more than ten (10) years from the date upon which
such Option is granted. Further, no Incentive Stock Option granted to an
Eligible Person who is a Substantial Shareholder at the time of the grant of
such Option shall be exercisable after the expiration of (5) years from the date
of grant of such Option.
(d) LIMITATION ON EXERCISE AND TRANSFER OF STOCK OPTIONS. Only
the Eligible Person to whom a Stock Option is granted may exercise such Option,
except where a guardian or other legal representative has been duly appointed
for such Eligible Person, and except as otherwise provided in the case of such
Eligible Person's death. No Stock Option granted hereunder shall be transferable
by an optionee other than by will or the laws of descent and distribution. No
Stock Option granted hereunder may be pledged or hypothecated, nor shall any
such Option be subject to execution, attachment or similar process.
(e) EMPLOYMENT, HOLDING PERIOD REQUIREMENTS FOR CERTAIN
OPTIONS. The Administrator may condition any Stock Option granted hereunder to
an Eligible Person who is an employee upon the continued employment of the
optionee by the Company or by a subsidiary corporation, and may make any such
Stock Option immediately exercisable. However, the Administrator will require
that, from and after the date of grant of any Incentive Stock Option granted
hereunder until the day three (3) months prior to the date such Option is
exercised, such optionee must be an employee of the Company or of a subsidiary
corporation, but always subject to the right of the Company or any such
subsidiary corporation to terminate such optionee's employment during such
period (except if the optionees' employment is terminated due to death or
permanent and total disability, in which event such period shall be one year).
Each Stock Option shall be subject to such additional restrictions as to the
time and method of exercise as shall be prescribed by the Administrator. Upon
completion of such requirements, if any, a Stock
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<PAGE> 5
Option or the appropriate portion thereof may be exercised in whole or in part
from time to time during the option period; however, such exercise right(s)
shall be limited to whole shares.
Each Stock Option granted to an Eligible Person who is a
director shall be subject to such restrictions as to the time and method of
exercise as shall be prescribed by the Administrator. Upon completion of such
requirements, if any, a Stock Option or the appropriate portion thereof may be
exercised in whole or in part from time to time during the option period;
however, such exercise right(s) shall be limited to whole shares.
(f) PAYMENT FOR STOCK OPTION PRICE. A Stock Option shall be
exercised by an optionee giving written notice to the Company of his intention
to exercise the same, accompanied by full payment of the purchase price in cash
or by check, or, with the consent of the Administrator, in whole or in part with
a surrender of Common Shares having a fair market value on the date of exercise
equal to that portion of the purchase price for which payment in cash or check
is not made. The Administrator may, in its sole discretion, approve other
methods of exercise for a Stock Option or payment of the option price, provided
that no such method shall cause any option granted under the Plan as an
Incentive Stock Option to not qualify under Section 422 of the Code, or cause
any Common Share issued in connection with the exercise of an option not to be a
fully paid and non-assessable Common Share.
(g) CERTAIN REISSUANCES OF STOCK OPTIONS. To the extent Common
Shares are surrendered by an optionee in connection with the exercise of a Stock
Option in accordance with Section 7(f), the Administrator may in its sole
discretion grant new Stock Options to such optionee (to the extent Common Shares
remain available for Grants), subject to the following terms and conditions:
(i) The number of Common Shares shall be equal to the
number of Common Shares being surrendered by the
optionee;
(ii) The option price per Common Share shall be equal to
the fair market value of Common Shares, determined on
the date of exercise of the Stock Options whose
exercise caused such Grant; and
(iii) The terms and conditions of such Stock Options shall
in all other respects replicate such terms and
conditions of the Stock Options whose exercise caused
such Grant, except to the extent such terms and
conditions are determined to not be wholly consistent
with the general provisions of this Section 7, or in
conflict with the remaining provisions of this Plan.
(h) CANCELLATION AND REPLACEMENT OF STOCK OPTIONS AND RELATED
RIGHTS. The Administrator may at any time or from time to time permit the
voluntary surrender by an optionee who is the holder of any outstanding Stock
Options under the Plan, where such surrender is conditioned upon the granting to
such optionee of new Stock Options for such number of shares as the
Administrator shall determine, or may require such a voluntary surrender as a
condition precedent to the grant of new Stock Options. The Administrator shall
determine
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<PAGE> 6
the terms and conditions of new Stock Options, including the prices at and
periods during which they may be exercised, in accordance with the provisions of
this Plan, all or any of which may differ from the terms and conditions of the
Stock Options surrendered. Any such new Stock Options shall be subject to all
the relevant provisions of this Plan. The Common Shares subject to any Stock
Option so surrendered shall no longer be charged against the limitation provided
in Section 6 of this Plan and may again become shares subject to the Plan. The
granting of new Stock Options in connection with the surrender of outstanding
Stock Options under this Plan shall be considered for the purposes of the Plan
as the granting of new Stock Options and not an alteration, amendment or
modification of the Plan or of the Stock Options being surrendered.
(i) LIMITATION ON EXERCISABLE INCENTIVE STOCK OPTIONS. The
aggregate fair market value of the Common Shares first becoming subject to
exercise as Incentive Stock Options by an Eligible Person who is an employee
during any given calendar year shall not exceed the sum of One Hundred Thousand
Dollars ($100,000). Such aggregate fair market value shall be determined as of
the date such Option is granted, taking into account, in the order in which
granted, any other incentive stock options granted by the Company, or by a
parent or subsidiary thereof.
8. TERMINATION OF EMPLOYMENT. If an Eligible Person who is an
employee ceases to be an employee of the Company and every subsidiary
corporation, for a reason other than death, retirement, permanent and total
disability or termination without cause, his Grants shall, unless extended by
the Administrator on or before his date of termination of employment, terminate
on the effective date of such termination of employment. Neither the Eligible
Person nor any other person shall have any right after such date to exercise all
or any part of his Stock Options.
If termination of employment is due to death or permanent and
total disability, then outstanding Stock Options may be exercised within the one
(1) year period ending on the anniversary of such death or permanent and total
disability. In the case of death, such outstanding Stock Options shall be
exercised by such Eligible Person's estate, or the person designated by such
Eligible Person by will, or as otherwise designated by the laws of descent and
distribution. Notwithstanding the foregoing, in no event shall any Stock Option
be exercisable after the expiration of the option period, and in the case of
exercises made after an Eligible Person's death, not to any greater extent than
the key employee would have been entitled to exercise such Option at the time of
his death.
Subject to the discretion of the Administrator, in the event
an Eligible Person terminates employment with the Company and all subsidiary
corporations because of normal or early retirement under any pension plan or
retirement plan hereafter adopted by the Company, or any then-outstanding Stock
Options held by such Eligible Person shall lapse at the earlier of the end of
the term of such Stock Option or three (3) months after such retirement or
permanent and total disability.
In the event an Eligible Person is granted a leave of absence
by the Company or such subsidiary corporation to enter military service or
because of sickness, his employment with
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the Company or such subsidiary corporation shall not be considered terminated,
and he shall be deemed an employee of the Company or such subsidiary corporation
during such leave of absence or any extension thereof granted by the Company or
such subsidiary corporation.
9. CHANGE OF CONTROL. Upon the occurrence of a Change of
Control (as defined below), notwithstanding any other provisions hereof or of
any agreement to the contrary, all Stock Options granted under this Plan shall
become immediately exercisable in full.
For purposes of this Plan, a Change of Control shall be deemed
to have occurred if: (i) a tender offer shall be made and consummated for the
ownership of 75% or more of the outstanding voting securities of the Company;
(ii) the Company shall be merged or consolidated with another corporation and,
as a result of such merger or consolidation, less than 25% of the outstanding
voting securities of the surviving or resulting corporation shall be owned in
the aggregate by the former shareholders of the Company as the same shall have
existed immediately prior to such merger or consolidation; (iii) the Company
shall sell substantially all of its assets to another corporation which is not a
wholly owned subsidiary; or (iv) a person, within the meaning of Section 3(a)(9)
or of Section 13(d)(3) (as in effect on the date hereof) of the Exchange Act,
shall acquire, other than by reason of inheritance, twenty-five percent (25%) or
more of the outstanding voting securities of the Company (whether directly,
indirectly, beneficially or of record). For purposes of this Plan, ownership of
voting securities shall take into account and shall include ownership as
determined by applying the provisions of Rule 13d-3(d)(1)(i) as in effect on the
date hereof pursuant to the Exchange Act.
10. AMENDMENTS TO PLAN. The Administrator is authorized to
interpret this Plan and from time to time adopt any rules and regulations for
carrying out this Plan that it may deem advisable. Subject to the approval of
the Board of Directors of the Company, the Administrator may at any time amend,
modify, suspend or terminate this Plan. In no event, however, without the
approval of shareholders, shall any action of the Administrator or the Board of
Directors result in:
(a) Materially amending, modifying or altering the
eligibility requirements provided in Section 5
hereof;
(b) Materially increasing, except as provided in Section
6 hereof, the maximum number of shares subject to
Grants; or
(c) Materially increasing the benefits accruing to
participants under this Plan;
except to conform this Plan and any agreements made hereunder to changes in the
Code or governing law.
11. INVESTMENT REPRESENTATION, APPROVALS AND LISTING. The
Administrator may, if it deems appropriate, condition its grant of any Stock
Option hereunder upon receipt of the following investment representation from
the optionee:
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"I agree that any Common Shares of Collaborative Clinical Research,
Inc. which I may acquire by virtue of this Stock Option shall be
acquired for investment purposes only and not with a view to
distribution or resale, and may not be transferred, sold, assigned,
pledged, hypothecated or otherwise disposed of by me unless (i) a
registration statement or post-effective amendment to a registration
statement under the Securities Act of 1933, as amended, with respect to
said Common shares has become effective so as to permit the sale or
other disposition of said shares by me; or (ii) there is presented to
Collaborative Clinical Research, Inc. an opinion of counsel
satisfactory to Collaborative Clinical Research, Inc. to the effect
that the sale or other proposed disposition of said Common Shares by me
may lawfully be made otherwise than pursuant to an effective
registration statement or post-effective amendment to a registration
statement relating to the said shares under the Securities Act of 1933,
as amended."
The Company shall not be required to issue any certificate or
certificates for Common Shares upon the exercise of any Stock Option granted
under this Plan prior to (i) the obtaining of any approval from any governmental
agency which the Administrator shall, in its sole discretion, determine to be
necessary or advisable; (ii) the admission of such shares to listing on any
national securities exchange on which the Common Shares may be listed; (iii) the
completion of any registration or other qualifications of the Common Shares
under any state or federal law or ruling or regulations of any governmental body
which the Administrator shall, in its sole discretion, determine to be necessary
or advisable or the determination by the Administrator, in its sole discretion,
that any registration or other qualification of the Common Shares is not
necessary or advisable; and (iv) the obtaining of an investment representation
from the optionee in the form stated above or in such other form as the
Administrator, in its sole discretion, shall determine to be adequate.
12. GENERAL PROVISIONS. The form and substance of Stock Option
agreements made hereunder, whether granted at the same or different times, need
not be identical. Nothing in this Plan or in any agreement shall confer upon any
Eligible Person any right to continue in the employ of the Company or any of its
subsidiary corporations, to be entitled to any remuneration or benefits not set
forth in this Plan or such Grant, or to interfere with or limit the right of the
Company or any subsidiary corporation to terminate his employment at any time,
with or without cause. Nothing contained in this Plan or in any Stock Option
agreement shall be construed as entitling any optionee to any rights of a
shareholder as a result of the grant of a Stock Option, until such time as
Common Shares are actually issued to such optionee pursuant to the exercise of
such Option. This Plan may be assumed by the successors and assigns of the
Company. The liability of the Company under this Plan and any sale made
hereunder is limited to the obligations set forth herein with respect to such
sale and no term or provision of this Plan shall be construed to impose any
liability on the Company in favor of any Eligible Person with respect to any
loss, cost or expense which the employee may incur in connection with or arising
out of any transaction in connection with this Plan. The cash proceeds received
by the Company from the issuance of Common Shares pursuant to this Plan will be
used for general corporate purposes. The expense of administering this Plan
shall be borne by the Company. The captions and section numbers appearing in
this Plan are inserted only as a matter of convenience. They do not define,
limit, construe or describe the scope or intent of the provisions of this Plan.
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13. TERMINATION OF THIS PLAN. This Plan shall terminate on
September 22, 2002, and thereafter no Stock Options or Restricted Stock or SARs
shall be granted hereunder. All Stock Options and SARs outstanding at the time
of termination of this Plan shall continue in full force and effect according to
their terms and the terms and conditions of this Plan.
IN WITNESS WHEREOF, the Company, by order of its Board of
Directors, has caused the undersigned, duly authorized officers to execute this
Plan as of the day and year first above written.
COLLABORATIVE CLINICAL RESEARCH, INC.
By /s/ Jeffrey A. Green
-------------------------------------
And /s/ Terry C. Black
-------------------------------------
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<PAGE> 1
Exhibit 4.7
COLLABORATIVE CLINICAL RESEARCH, INC.
AMENDED AND RESTATED 1994 DIRECTORS' SHARE OPTION PLAN
l. PURPOSE. The purpose of this 1994 Directors' Share Option
Plan (the "Plan") is to enable Collaborative Clinical Research, Inc. (the
"Company") to reward certain directors of the Company and strengthen the
mutuality of interest between such directors and the Company's shareholders by
offering such directors options ("Options") to purchase the Company's Common
Shares, without par value ("Common Shares").
2. GRANT AND ELIGIBILITY.
(a) Directors of the Company designated solely
or jointly by Oxford BioScience Partners, L.P., a Delaware limited partnership
("Oxford-Delaware"), Oxford BioScience Partners (Bermuda) Limited Partnership, a
Bermuda limited partnership ("Oxford-Bermuda") Oxford BioScience Partners
(Adjunct) L.P., a Delaware limited partnership ("Oxford Adjunct")
(Oxford-Delaware, Oxford-Bermuda and Oxford Adjunct are collectively referred to
as "Oxford"), Axiom Venture Partners, L.P., a Connecticut limited partnership
("Axiom"), and Brantley Venture Partners II, L.P., a Delaware limited
partnership ("Brantley") (directors designated by Oxford, Axiom and Brantley,
each an "Investor Director," and collectively the "Investor Directors"), shall
be granted Options under the Plan, provided that any Options to be granted
pursuant to the Plan to an Investor Director designated solely by Oxford shall
be granted to the Affiliate of Oxford specified by such Investor Director.
"Affiliate" shall mean, when used herein with reference to a specified party,
any entity that directly or indirectly through one or more intermediaries
controls, is controlled by, or is under common control with the specified party.
For purposes hereof, "control" shall mean the direct or indirect ownership of,
or the ability to direct the voting of, an equity interest equal to fifty
percent (50%) or more.
(b) From and after the Effective Date, so long as
the Plan remains in effect and has Common Shares available for grants hereunder,
each Investor Director (an "Optionee") shall automatically be granted for each
Board of Directors meeting, each meeting of any committee of the Board of
Directors and each Shareholders Meeting attended by such Investor Director, an
Option to purchase the number of Common Shares determined by dividing $1,000 (in
the case of attendance at a meeting in person) or $500 (in the case of
participation in a meeting by telephone) by the Series C Conversion Price (as
such term is defined in the Company's Fourth Amended and Restated Articles of
Incorporation) in effect on the date of each grant of Options (which shall be
the date of each such meeting attended by such Investor Director). In the event
Common Shares are available for grants hereunder, but the number of such shares
is insufficient to provide an Investor Director with an Option to purchase
shares, such Investor Director shall receive an Option to purchase the lesser of
(i) the number of Common Shares remaining available for grant under the Plan; or
(ii) the number of Common Shares being granted to any other Investor Director
concurrently entitled to a grant of Options hereunder, so that Options are
granted to all such Investor Directors on a pro rata basis. The maximum
aggregate number of Common Shares available for issuance under the Plan shall be
<PAGE> 2
eleven thousand (11,000); such Common Shares may be treasury shares or
authorized but unissued shares or a combination of the foregoing. If an Option
granted under the Plan shall expire, terminate or become forfeited for any
reason other than its exercise, the shares subject to, but not delivered under,
such Option shall be available for the grant of other Options pursuant to the
Plan.
3. TERM OF OPTION, EXERCISE AND TRANSFERABILITY. The term of
each Option granted under the Plan shall be ten years. An Optionee who has
continuously served as a director of the Company from the date of the grant of
an Option through the date of vesting may first exercise such Option after the
date of vesting for all or part of the number of Common Shares in accordance
with the Plan. For this purpose, the "date of vesting" for any Option granted
under the Plan shall be that date which is six months and one day after the
later to occur of: (i) the effective date of the Plan; or (ii) the date such
Optionee is elected as a director; or (iii) the date such Option is granted. An
Investor Director who resigns or is removed before the date of vesting for any
Options held by such Director shall forfeit such Options. All or any portion of
an Option shall be transferrable by the Optionee, in whole or in part from time
to time, to (i) any member of the Optionee's Immediate Family, (ii) any trust
whose beneficiaries consist solely of the Optionee and/or members of the
Optionee's Immediate Family, and (iii) any person or entity who is an
"affiliate" of the Optionee (as such term is defined in Rule 501(b) of
Regulation D promulgated under the Securities Act of 1933). Notwithstanding the
foregoing, the Company shall be under no obligation to record any such transfer
upon the books of the Company and may treat the Optionee as the record and
beneficial owner thereof for all purposes until such time as: (a) the transferor
delivers to the Company a fully executed assignment of option in the form
attached as Exhibit A to the Option Agreement; (b) the transferee delivers to
the Company a fully executed joinder to the Option Agreement in the form
attached as Exhibit B to the Option Agreement; and (c) that the transferor and
transferee establish, to the reasonable satisfaction of the Company, that such a
transfer is permitted under applicable provisions of the federal securities
laws. For purposes of this Plan, "Immediate Family" means a person's parents,
siblings, spouse, children or grandchildren or any of the foregoing persons.
Notwithstanding the other provisions of this Plan, if any Optionee who is a
natural person dies while holding unexercised Options, any Option held by such
Optionee at the time of his or her death shall thereafter be exercised, to the
extent such Option was exercisable at the time of death, by the estate of the
Optionee (acting through its fiduciary), within a period of one year from the
date of such death regardless of the term of the Option remaining at the
Optionee's death.
4. OPTION PRICE AND PAYMENT. The option price for each Common
Share purchasable under an Option shall be ten percent (10%) of the Series C
Share Conversion Price on the date such Option is granted. The option price
shall be payable (i) in cash; (ii) by check acceptable to the Company; (iii) by
delivery of shares of the same class of stock subject to such Option; or (iv) in
a combination of the above, so long as the sum of the fair market value of any
such cash, check or Common Shares equals the option price. The Company shall
have the right to require an Optionee who is entitled to receive Common Shares
pursuant to the exercise of an Option to pay to the Company the amount of any
taxes which the Company is required to withhold with respect to such Common
Shares. Such amount shall be payable (i) in cash; (ii) by
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<PAGE> 3
check acceptable to the Company; (iii) by delivery of shares of the same class
of stock subject to the option; or (iv) in a combination of the above.
5. CHANGE IN CONTROL.
(a) IMPACT OF EVENT. In the event of a "Change in
Control" as defined in Section 5(b), all Options granted under the Plan shall
vest upon the earlier to occur of (i) such Change in Control; or (ii) six months
and one day after the date of grant of such Options.
(b) DEFINITION OF CHANGE IN CONTROL. For purposes
of Section 5(a), a "Change in Control" shall be deemed to have occurred if: (i)
a tender offer shall be made and consummated for the ownership of 25% or more of
the outstanding voting securities of the Company; (ii) the Company shall be
merged or consolidated with another corporation and, as a result of such merger
or consolidation, less than 75% of the outstanding voting securities of the
surviving or resulting corporation shall be owned in the aggregate by the former
shareholders of the Company as the same shall have existed immediately prior to
such merger or consolidation; (iii) the Company shall sell substantially all of
its assets to another corporation which is not a wholly owned subsidiary; or
(iv) a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as
in effect on the date hereof) of the Securities Exchange Act of 1934 (the
"Exchange Act"), shall acquire, other than by reason of inheritance, 25% or more
of the outstanding voting securities of the Company (whether directly,
indirectly, beneficially or of record). In making any such determination,
transfers made by a person to an Affiliate of such person, whether by gift,
devise or otherwise, shall not be taken into account. For purposes of this Plan,
ownership of voting securities shall take into account and shall include
ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) as in
effect on the date hereof pursuant to the Exchange Act.
6. ADJUSTMENTS. If, at any time subsequent to the date of
adoption of the Plan, the number of Common Shares are increased or decreased, or
changed into or exchanged for a different number or kind of shares of stock or
other securities of the Company or of another corporation (whether as a result
of a stock split, stock dividend, combination or exchange of shares, exchange
for other securities, reclassification, reorganization, redesignation, merger,
consolidation, recapitalization or otherwise), there shall automatically be
substituted for each Common Share subject to an unexercised Option (in whole or
in part) granted under the Plan, the number and kind of shares of stock or other
securities into which each outstanding Common Share shall be changed or for
which each such Common Share shall be exchanged. Calculations under this Section
6 shall be made to the nearest full share.
7. OTHER TERMS. When exercisable in accordance with Section 3,
Options may be exercised, in whole or in part, by giving written notice of
exercise to the Company specifying the number of Common Shares to be purchased.
Such notice shall be accompanied by payment of the option price of the Common
Shares for which the Option is exercised in accordance with Section 4.
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<PAGE> 4
8. AMENDMENT. The Board of Directors of the Company (the
"Board") may at any time amend, modify, suspend or terminate this Plan. In no
event, however, without the approval of shareholders, shall any action of the
Board of Directors result in:
(a) Materially amending, modifying or altering the
eligibility requirements provided in Section 2 hereof;
(b) Increasing, except as provided in Section 2 hereof, the
maximum number of Common Shares available for purchase
with Options; or
(c) Increasing the benefits accruing to Optionees under
this Plan;
except to conform this Plan and any agreements made hereunder to changes in the
Internal Revenue Code of 1986, as amended (the "Code"), or governing law. In any
event, the Board of Directors shall not make any amendment or alteration which
would amend or alter the method by which the number or kind of securities to be
granted to any Optionee is determined, where such amendment or alteration is
made less than six months and one day after the previous such amendment or
alteration was made, unless such amendment or alteration is made to comport with
changes in the Code.
9. TERMINATION OF PLAN. The Plan shall be terminated and no
further Options shall be granted hereunder as of the tenth anniversary of the
date this Plan is adopted by the Board. Options granted prior to such tenth
anniversary may extend beyond that date.
10. COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODY. No
Option shall be exercisable and no Common Shares will be delivered under this
Plan except in compliance with all applicable federal and state laws and
regulations, including, without limitation, compliance with applicable
withholding tax requirements, if any, and with the rules of all domestic stock
exchanges on which the Company's stock may be listed. Any stock certificates
issued to evidence Common Shares as to which an Option is exercised may bear
such legends and statements as the Company shall deem advisable to assure
compliance with federal and state laws and regulations; the Company may, if it
deems appropriate, condition its grant of any Options hereunder upon receipt of
the following investment representation from the Optionee:
"Any Common Shares of Collaborative Clinical Research acquired
by virtue of this Share Option shall be acquired for
investment purposes only and not with a view to distribution
or resale, and may not be transferred, sold, assigned,
pledged, hypothecated or otherwise disposed of unless (i) a
registration statement or post-effective amendment to a
registration statement under the Securities Act of 1933, as
amended, with respect to said Common Shares has become
effective so as to permit the sale or other disposition of
said shares; or (ii) there is presented to Collaborative
Clinical Research an opinion of counsel satisfactory to
Collaborative Clinical Research to the effect that the sale or
other proposed disposition of said Common Shares may lawfully
be made otherwise than pursuant to
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<PAGE> 5
an effective registration statement or post-effective
amendment to a registration statement relating to the said
shares under the Securities Act of 1933, as amended."
No Option shall be exercisable, and no stock will be delivered under this Plan,
until the Company has obtained such consent or approval from the regulatory
body, federal or state, having jurisdiction over such matters, as the Company
may deem advisable. In the case of the exercise of an Option by a person or
estate acquiring the right to exercise such Option by bequest or inheritance,
the Company may require reasonable evidence as to the ownership of such Option
and may require such consents and releases of taxing authorities as the Company
may deem advisable.
11. EFFECTIVE DATE. The Plan shall be effective as of the date
the Plan is approved by the Company's shareholders.
12. GOVERNING LAW. The Plan, all Options and actions taken
thereunder, and any agreements relating thereto shall be governed by and
controlled in accordance with Ohio law.
[Remainder of page left intentionally blank.]
5
<PAGE> 1
Exhibit 4.8
COLLABORATIVE CLINICAL RESEARCH, INC.
AMENDED AND RESTATED 1996 OUTSIDE DIRECTORS STOCK OPTION PLAN
Collaborative Clinical Research, Inc. hereinafter called the
"Company," hereby adopts a stock option plan for eligible Directors of the
Company pursuant to the following terms and provisions:
1. PURPOSE OF THE PLAN. The purpose of this plan, hereinafter
called the "Plan," is to provide additional incentive to those Directors of the
Company who are not employees of the Company or any of its subsidiaries or
affiliates by encouraging them to acquire a new or an additional share ownership
in the Company, thus increasing their proprietary interest in the Company's
business and providing them with an increased personal interest in the Company's
continued success and progress. These objectives will be promoted through the
grant of options to acquire the Company's Common Shares, without par value per
share (the "Common Shares"), pursuant to the terms of the Plan. Only those
Directors who meet the qualifications stated above are eligible for and shall
receive options under this Plan.
2. EFFECTIVE DATE OF THE PLAN. The Plan shall become effective
on February 29, 1996 subject to approval by holders of shares representing a
majority of the outstanding voting stock of the Company present at a meeting of
shareholders called for that purpose. In the event that such shareholder
approval has not occurred on or before February 29, 1997, the Plan and any
options granted hereunder shall be null and void.
3. COMMON SHARES SUBJECT TO THE PLAN. The Common Shares to be
issued upon the exercise of the options granted under the Plan shall be Common
Shares, without par value (the "Common Shares"), of the Company. Either treasury
or authorized and unissued Common Shares, or both, as the Board of Directors
shall from time to time determine, may be so issued. Common Shares which are the
subject of any lapsed, expired or terminated options may be made available for
re-offering under the Plan. If an option granted under this Plan is exercised
pursuant to the terms and conditions of subsection 5(b), any Common Shares which
are the subject thereof shall not thereafter be available for re-offering under
the Plan.
Subject to the provisions of the next succeeding paragraph of
this Section 3, the aggregate number of Common Shares
<PAGE> 2
for which options may be granted under the Plan shall be Twenty Five Thousand
(25,000) Common Shares.
In the event that, subsequent to the date of adoption of the
Plan by the Board of Directors, the Common Shares should, as a as a result of a
stock split, stock dividend, combination or exchange of shares, exchange for
other securities, reclassification, reorganization, redesignation, merger,
consolidation, recapitalization or other such change, be increased or decreased
or changed into or exchanged for a different number or kind of shares of stock
or other securities of the Company or of another corporation, then (i) there
shall automatically be substituted for each Common Share subject to an
unexercised option (in whole or in part) granted under the Plan, each Common
Share available for additional grants of options under the Plan and each Common
Share made available for grant to each eligible Director pursuant to Section 4
hereof, the number and kind of shares of stock or other securities into which
each outstanding Common Share shall be changed or for which each such Common
Share shall be exchanged, (ii) the option price per Common Share or unit of
securities shall be increased or decreased proportionately so that the aggregate
purchase price for the securities subject to the option shall remain the same as
immediately prior to such event, and (iii) the Board shall make such other
adjustments as may be appropriate and equitable to prevent enlargement or
dilution of option rights. Any such adjustment may provide for the elimination
of fractional shares.
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<PAGE> 3
4. GRANT OF OPTIONS.
a. AUTOMATIC GRANTS. Subject to the terms of the Plan
(including without limitation the receipt of shareholder approval contemplated
by Section 2 hereof), each eligible Director shall be granted a non-qualified
stock option for 1,500 Common Shares on the date of the Plan's approval by the
Company's Board of Directors, and subsequent non-qualified stock options for
1,500 Common Shares on each anniversary date thereof. Each eligible Director
first appointed or elected to the Board of Directors after the effective date of
the Plan shall be granted a non-qualified stock option to purchase 1,500 Common
Shares as of the date of such appointment or election, and subsequent
non-qualified stock options for 1,500 Common Shares on each anniversary date
thereof.
b. OPTION PRICE. The price at which each Common Share may be
purchased pursuant to an option granted under the Plan shall be equal to the
"fair market value" (as determined pursuant to Section 7) for each such share as
of the date on which the option is granted (the "Date of Grant"), but in no
event shall such price be less than the par value of such Common Shares.
Anything contained in this subsection (b) to the contrary notwithstanding, in
the event that the number of Common Shares subject to any option is adjusted
pursuant to Section 3, a corresponding adjustment shall be made in the price at
which the Common Shares subject to such option may thereafter be purchased.
c. DURATION OF OPTIONS. Each option granted under the Plan
shall expire and all rights to purchase Common Shares pursuant thereto shall
cease on the date (the "Expiration Date") which shall be the tenth anniversary
of the Date of Grant of such option.
d. VESTING OF OPTIONS. One hundred percent (100%) of each
option granted under the Plan shall become fully vested and exercisable six (6)
months following the Date of Grant.
5. OPTION PROVISIONS.
a. LIMITATION ON EXERCISE AND TRANSFER OF OPTIONS.
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<PAGE> 4
This Agreement shall be binding upon and inure to the benefit of any successor
of the Company and the heirs, estate, personal representative and transferees of
the Optionee. All or any portion of an Option shall be transferrable by the
Optionee, in whole at any time or in part from time to time, to (i) any member
of the Optionee's Immediate Family, (ii) any trust whose beneficiaries consist
solely of the Optionee and/or members of the Optionee's Immediate Family, and
(iii) any person or entity who is an "affiliate" of the Optionee (as such term
is defined in Rule 501(b) of Regulation D promulgated under the Securities Act
of 1933). Notwithstanding the foregoing, the Company shall be under no
obligation to record any such transfer upon the books of the Company and may
treat the Optionee as the record and beneficial owner thereof for all purposes
until such time as: (a) the transferor delivers to the Company a fully executed
assignment of option in the form attached as Exhibit A to the Option Agreement;
(b) the transferee delivers to the Company a fully executed joinder to the
Option Agreement in the form attached as Exhibit B to the Option Agreement; and
(c) that the transferor and transferee establish, to the reasonable satisfaction
of the Company, that such a transfer is permitted under applicable provisions of
the federal securities laws. For purposes of this Plan, "Immediate Family" means
a person's parents, siblings, spouse, children or grandchildren or any of the
foregoing persons. No option granted hereunder may be pledged or hypothecated,
nor shall any such option be subject to execution, attachment or similar
process.
b. EXERCISE OF OPTION. Each option granted hereunder may be
exercised in whole or in part (to the maximum extent then exercisable) from time
to time during the option period, but this right of exercise shall be limited to
whole shares. Options shall be exercised by the optionee giving written notice
to the Vice President of Finance and Chief Financial Officer of the Company at
its principal business office, by certified mail, return receipt requested, of
the optionee's intention to exercise the same and the number of shares with
respect to which the option is being exercised (the "Notice of Exercise of
Option") accompanied by full payment of the purchase price in cash or in whole
or in part in Common Shares having a fair market value on the date the option is
exercised equal to that portion of the purchase price for which payment in cash
is not made. Such Notice of Exercise of Option shall be deemed
4
<PAGE> 5
delivered upon deposit into the mails.
c. TERMINATION OF DIRECTORSHIP. Subject to the following
provisions, if the optionee ceases to be a Director of the Company, his or her
option shall terminate three (3) months after the effective date of termination
of his or her directorship and neither he nor she nor any other person shall
have any right after such date to exercise all or any part of such option. If
the termination of the directorship is due to death, then the option may be
exercised within one (1) year after the optionee's death by the optionee's
estate or by the person designated in the optionee's Last Will and Testament or
to whom transferred by the applicable laws of descent and distribution (the
"Personal Representative"). Notwithstanding the foregoing, in no event shall any
option be exercisable after the expiration of the ten-year option period and no
option shall be exercisable to any greater extent than the optionee would have
been entitled to exercise the option at the time of termination or death.
d. ACCELERATION OF EXERCISE OF OPTION IN CERTAIN EVENTS.
Notwithstanding anything to the contrary described in the Plan, in the event of
a "change in control," the eligible Director shall have the immediate right and
option (notwithstanding the provisions of paragraph 4 hereof) to exercise the
option with respect to all Common Shares covered by the option, which exercise,
if made, shall be irrevocable. The term "change in control" shall mean: (i) the
receipt by the Company of a Schedule 13D or other advice indicating that a
person, or any member of a "group," is the "beneficial owner" (as those terms
are defined in Rule 13d-3 under the Securities Exchange Act of 1934) of twenty
percent (20%) or more of the voting power of the Company; (ii) the first
purchase of shares pursuant to a tender offer or exchange (other than a tender
offer or exchange by the Company or its affiliates) for all or any amount of the
Company's Common Shares or any class or any securities convertible into such
Common Shares, the results of which would make the offeror and/or its affiliates
the beneficial owners of twenty percent (20%) or more of the voting power of the
Company; (iii) the date of the approval by shareholders of the Company of an
agreement providing for any consolidation or merger of the Company in which the
Company will not be the continuing or surviving corporation or pursuant to which
shares of capital stock of any class, or any securities convertible into such
capital stock, of the Company would be
5
<PAGE> 6
converted into cash, securities, or other property, other than a merger or
consolidation of the Company with an affiliate of the Company or in which the
holders of all of the shares of all classes of the Company's capital stock
immediately prior to the merger or consolidation would own at least a majority
of the voting power of the surviving corporation (or the direct or indirect
parent company of the surviving corporation) immediately after the merger or
consolidation; (iv) the date of the approval by shareholders of the Company of
any sale, lease, exchange, or other transfer (in one transaction or a series of
related transactions) of all or substantially all the assets of the Company; or
(v) the adoption of any plan or proposal for the liquidation (but not a partial
liquidation) or dissolution of the Company.
e. OPTION AGREEMENTS. Options granted under the Plan shall be
subject to the further terms and provisions of an Option Agreement, a copy of
which is attached hereto as Exhibit A, the execution of which by each optionee
shall be a condition to the receipt of an option.
6. INVESTMENT REPRESENTATION; APPROVALS AND LISTING. The options to
be granted hereunder shall be further conditioned upon receipt of the following
investment representation from the optionee:
"I further agree that any Common Shares of Collaborative Clinical
Research, Inc. (the "Company") which I may acquire by virtue of this
option shall be acquired for investment purposes only and not with a
view to distribution or resale; provided, however, that this
restriction shall become inoperative in the event that the said Common
Shares subject to this option shall be registered under the Securities
Act of 1933, as amended, or in the event that the offer or sale of the
Common Shares subject to this option may be lawfully made without
registration of the said Common Shares under the Securities Act of
1933, as amended, as established to the satisfaction of the Company."
6
<PAGE> 7
The Company shall not be required to issue any certificate or certificates for
Common Shares upon the exercise of an option granted under the Plan prior to (i)
the obtaining of any approval from any governmental agency which the Company
shall, in its sole discretion, determine to be necessary or advisable, (ii) the
admission of such Common Shares to listing on any national securities exchange
on which the Common Shares may be listed, (iii) the completion of any
registration or other qualification of the Common Shares under any state or
federal law or ruling or regulations of any governmental body which the Company
shall, in its sole discretion, determine to be necessary or advisable or the
determination by the Company, in its sole discretion, that any registration or
other qualification of the Common Shares is not necessary or advisable, and (iv)
the obtaining of an investment representation from the optionee in the form
stated above or in such other form as the Company, in its sole discretion, shall
determine to be adequate.
7. GENERAL PROVISIONS. For all purposes of this Plan, the fair
market value of a Common Share shall be determined as follows: so long as the
Common Shares of the Company are listed upon an established stock exchange or
exchanges or contained in the NASDAQ National Market System, such fair market
value shall be determined to be the highest closing sale price of such Common
Shares on such stock exchange or exchanges or the NASDAQ National Market System
on the trading day immediately prior to the day the option is granted (or the
date the Common Shares are tendered as payment, in the case of determining fair
market value for that purpose) or if no sale of such Common Shares shall have
been made on any stock exchange or the NASDAQ National Market System on that
day, then on the closest preceding day on which there was a sale of such Common
Shares; and during any period of time as such Common Shares are not listed upon
an established stock exchange or traded on the NASDAQ National Market System,
the fair market value per share shall either be (i) the mean between dealer
"Bid" and "Ask" prices of such Common Shares in the over-the-counter market on
the trading day immediately prior to the day the option is granted (or the day
the Common Shares are tendered as payment, in the case of determining fair
market value for that purpose), as reported by the National Association of
Securities Dealers, Inc.; or (ii) the value determined by the Board of
Directors, excluding for that purpose, the votes of any eligible
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<PAGE> 8
Directors.
The liability of the Company under the Plan and any
distribution of Common Shares made hereunder is limited to the obligations set
forth herein with respect to such distribution and no term or provision of the
Plan shall be construed to impose any liability on the Company in favor of any
person with respect to any loss, cost or expense which the person may incur in
connection with or arising out of any transaction in connection with the Plan,
including, but not limited to, any liability to any Federal, state, or local tax
authority and/or any securities regulatory authority.
Nothing in the Plan or in any option agreement shall confer
upon any optionee any right to continue as a Director of the Company, or to be
entitled to any remuneration or benefits not set forth in the Plan or such
option.
Nothing contained in the Plan or in any option agreement shall
be construed as entitling any optionee to any of the rights of a shareholder as
a result of the grant of an option until such time as Common Shares are actually
issued to such optionee pursuant to the exercise of an option.
The Plan may be assumed by the successors and assigns of the
Company. In the event that the Company completes a contemplated restructuring
involving a change in the Company's name, the Company shall be entitled without
further actions or authorizations, to amend this Plan to integrate such name
change.
The Plan shall not be amended more than once every six (6)
months, other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder.
The cash proceeds received by the Company from the issuance of
Common Shares pursuant to the Plan will be used for general corporate purposes
or in such other manner as the Board of Directors deems appropriate.
The expense of administering the Plan shall be borne by the
Company.
8
<PAGE> 9
The captions and section numbers appearing in the Plan are
inserted only as a matter of convenience. They do not define, limit, construe or
describe the scope or intent of the provisions of the Plan.
8. TERMINATION OF THE PLAN. The Plan shall terminate ten (10)
years from the date of its adoption by the Board of Directors of the Company and
thereafter no options shall be granted hereunder. All options outstanding at the
time of termination of the Plan shall continue in full force and effect in
accordance with and subject to their terms and the terms and conditions of the
Plan.
9. TAXES. Appropriate provisions shall be made for all taxes
required to be withheld and/or paid in connection with the Options or the
exercise thereof, and the transfer of Common Shares pursuant thereto, under the
applicable laws or other regulations of any governmental authority, whether
federal, state, or local and whether domestic or foreign. In its discretion, the
Company may permit the optionee to satisfy such withholding requirements by (a)
the Company withholding from issuance to the optionee such number of Common
Shares otherwise issuable upon exercise of the option as the Company and the
optionee may agree, provided, however, that the optionee must have had on file
with the Company, for at least six (6) months prior thereto, an effective
standing election to satisfy said optionee's tax withholding obligations in such
a fashion, which election form by its terms shall not be revocable or amendable
for at least six (6) months, or (b) with the consent of the Board, in whole or
in part, in Common Shares having a fair market value on the date the option is
exercised equal to that portion of the withholding obligation for which payment
in cash is not made.
10. CHANGES IN GOVERNING RULES AND REGULATIONS. All references
herein to the Internal Revenue Code of 1986, as amended, or sections thereof, or
to rules and regulations of the Department of Treasury or of the Securities and
Exchange Commission, shall mean and include the Code sections thereof and such
rules and regulations as are now in effect or as they may be subsequently
amended, modified, substituted or superseded.
9
<PAGE> 10
IN WITNESS WHEREOF, Collaborative Clinical Research, Inc., by
its appropriate officers duly authorized, has executed this instrument as of the
8th day of November, 1996.
COLLABORATIVE CLINICAL RESEARCH, INC.
By: /s/ Jeffrey A. Green
--------------------------------
Jeffrey A. Green
Its: President and Chief Executive Officer
--------------------------------------
And: /s/ Terry C. Black
---------------------------------------
Terry C. Black
Its: Vice President of Finance,
Chief Financial Officer,
Treasurer, and Assistant Secretary
10
<PAGE> 1
Exhibit 4.9
COLLABORATIVE CLINICAL RESEARCH, INC.
AMENDED AND RESTATED 1996 KEY EMPLOYEES AND CONSULTANTS STOCK OPTION PLAN
-------------------------------------------------------------------------
Collaborative Clinical Research, Inc. hereby adopts a stock
option plan for the benefit of certain persons and subject to the terms and
provisions set forth below.
1. DEFINITIONS. The following terms shall have the meanings
set forth below whenever used in this instrument:
(a) The word "Board" shall mean the Board of Directors
of the Company.
(b) The word "Code" shall mean the United States
Internal Revenue Code of 1986, as amended, or
successor provisions of future United States
revenue laws (Title 26 of the United States Code).
(c) The word "Consultant" shall mean a consultant to
either the Company or any Subsidiary.
(d) The word "Committee" shall mean the Compensation
Committee appointed by the Board.
(e) The words "Common Shares" shall mean the Common
Shares, without par value per share, of the
Company.
(f) The word "Company" shall mean Collaborative
Clinical Research, Inc., an Ohio corporation, and
any successor thereto which shall maintain this
Plan.
(g) The word "Disability" shall mean the Optionee's
inability to engage in substantial gainful
activity for the Company by reason of any
medically determinable physical or mental
impairment which can be expected to result in
death or which has lasted or can be expected to
last for a continuous period of not less than 12
months, as determined by the Committee pursuant to
written certification of such Disability from a
physician acceptable to the Committee.
(h) The words "Immediate Family" means a person's
parents, siblings, spouse, children or
grandchildren or any of
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<PAGE> 2
the foregoing persons.
(i) The words "Incentive Stock Option" shall mean any
option which qualifies as an Incentive Stock
Option under terms of Section 422 of the Code.
(j) The words "Key Employee" shall mean any person who
is a high-level executive officer or other
valuable managerial or technical employee of
either the Company or any Subsidiary.
(k) The word "Optionee" shall mean any Key Employee or
Consultant to whom a stock option has been granted
pursuant to this Plan.
(l) The word "Plan" shall mean this instrument, the
Collaborative Clinical Research, Inc. 1996 Key
Employees and Consultants Stock Option Plan, as it
is originally adopted and as it may be amended
hereafter.
(m) The word "Subsidiary" shall mean any corporation
at least 50% of the common stock of which is owned
directly or indirectly by the Company.
(n) The words "Substantial Shareholder" shall mean any
employee who owns directly and through attribution
more than 10% of the total combined voting power
of all classes of stock of either the Company or
any Subsidiary. Ownership shall be determined in
accordance with Section 424(d) of the Code and
lawful applicable regulations.
2. PURPOSE OF THE PLAN. The purpose of the Plan is to provide
Key Employees and Consultants of the Company and its Subsidiaries with greater
incentive to serve and promote the interests of the Company and its
shareholders. The premise of the Plan is that, if such persons acquire a
proprietary interest in the business of the Company or increase such proprietary
interest as they may already hold, then the incentive of such persons to work
toward the Company's continued success will be commensurately increased.
Accordingly, the Company will, from time to time during the effective period of
the Plan, grant to such Key Employees and Consultants as may be selected to
participate in the Plan options to purchase Common Shares on
2
<PAGE> 3
the terms and subject to the conditions set forth in the Plan. Key Employees may
be granted either Incentive Stock Options or non-qualified stock options, and
Consultants may be granted only non-qualified stock options.
3. EFFECTIVE DATE OF THE PLAN. The Plan shall become effective
on February 29, 1996 subject to approval by holders of a majority of the
outstanding shares of voting capital stock of the Company. In the event that
such shareholder approval has not occurred on or before February 29, 1997, the
Plan and any options granted hereunder shall be null and void. If, however, the
Plan is so approved, subject to the provisions of Section 8, no further
shareholder approval shall be required with respect to the granting of any
options pursuant to the Plan.
4. ADMINISTRATION OF THE PLAN. The Plan shall be administered
by the Committee. The Committee shall consist of no fewer than three (3)
members, who shall be designated by and be members of the Board. Each member of
the Committee shall be a "disinterested person" within the meaning of Rule 16b-3
promulgated under the Securities Exchange Act of 1934 or any amendment of or
successor to such rule as may be in effect from time to time. A majority of the
Committee shall constitute a quorum, and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved in writing
by all of the members, shall be acts of the Committee. Subject to the terms and
conditions of the Plan, the Committee shall have full and final authority in its
absolute discretion:
(a) To select the Key Employees and Consultants to
whom options will be granted;
(b) To determine the number of Common Shares subject
to any option;
(c) To determine the time or times when options will
be granted;
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<PAGE> 4
(d) To determine the option price of Common Shares
subject to an option;
(e) To determine the time or times when each option
may be exercised and the duration of the exercise
period;
(f) To determine at the time of grant of an option
whether and to what extent such option is an
Incentive Stock Option under Section 422 of the
Code and regulations thereunder as the same or any
successor statute or regulations may at the time
be in effect;
(g) To determine whether stock appreciation rights
shall be made part of any option grant pursuant to
Section 9 hereof, the method of valuing the stock
appreciation rights and whether the stock
appreciation rights may be exercised in lieu of or
in addition to the related option;
(h) To prescribe the form of the option agreements
governing the options which are granted under the
Plan and to set the provisions of such option
agreements as the Committee may deem necessary or
desirable provided such provisions are not
contrary to the terms and conditions of either the
Plan or, where the option is an Incentive Stock
Option, Section 422 of the Code and regulations
thereunder as the same or any successor statute or
regulations may at the time be in effect;
(i) To adopt, amend and rescind such rules and
regulations as, in the Committee's opinion, may be
advisable in the administration of the Plan; and
(j) To construe and interpret the Plan, the rules and
regulations and the instruments evidencing options
granted under the Plan and to make all other
determinations deemed necessary or advisable for
the administration of the Plan.
Any decision made or action taken by the Committee in connection with the
administration, interpretation, and implementation of the Plan and of its rules
and regulations, shall, to the extent permitted by law, be conclusive and
binding upon all Optionees under the Plan and upon any person claiming under or
through such an Optionee. Neither the Committee nor any of its members shall be
liable for any act taken by the Committee pursuant to the Plan. No member
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<PAGE> 5
of the Committee shall be liable for the act of any other member.
5. PERSONS ELIGIBLE FOR OPTIONS. Subject to the restrictions
herein contained, options may be granted from time to time in the discretion of
the Committee only to such Key Employees and Consultants, as designated by the
Committee, whose initiative and efforts contribute or may be expected to
contribute to the continued growth and future success of the Company and/or its
Subsidiaries. Notwithstanding the preceding sentence, a Key Employee or
Consultant who renounces in writing any right he or she may have to receive
stock options under the Plan shall not be eligible to receive any stock options
under the Plan. No option shall be granted to any Key Employee during any period
of time when he or she is on leave of absence. The Committee may grant more than
one option, with or without stock appreciation rights, to the same Key Employee
or Consultant.
6. SHARES SUBJECT TO THE PLAN. Subject to the provisions of
Section 9 concerning payment for stock appreciation rights in Common Shares and
subject to the provisions of the next succeeding paragraph of this Section 6,
the aggregate number of Common Shares for which options may be granted under the
Plan shall be One Hundred Eighty Two Thousand Six Hundred Sixty-Seven (182,667)
Common Shares. Either treasury or authorized and unissued Common Shares, or
both, in such amounts, within the maximum limits of the Plan, as the Committee
shall from time to time determine, may be so issued. All Common Shares which are
the subject of any lapsed, expired or terminated options may be made available
for reoffering under the Plan to any Key Employee or Consultant. If an option
granted under this Plan is exercised pursuant to the terms and conditions
determined by the Committee under Subsection 7(d), and a stock appreciation
right is not granted in conjunction with the option pursuant
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<PAGE> 6
to Section 9, any Common Shares which are the subject thereof shall not
thereafter be available for reoffering under the Plan to any Key Employee or
Consultant. If a stock appreciation right is granted in conjunction with an
option pursuant to Section 9, and if the option agreement with the Optionee
provides that exercise of the stock appreciation right shall be in lieu of
exercise of the options, and the stock appreciation right is thereafter
exercised in whole or in part, then the option or the portion thereof with
respect to which the stock appreciation right was exercised shall be deemed to
have been exercised and the Common Shares which otherwise would have been issued
upon exercise of such option, to the extent not used in payment for the stock
appreciation rights, may be made available for reoffering under the Plan to any
Key Employee or Consultant.
In the event that subsequent to the date of effectiveness of
the Plan, the outstanding Common Shares are, as a result of a stock split, stock
dividend, combination or exchange of shares, exchange for other securities,
reclassification, reorganization, redesignation, merger, consolidation,
recapitalization, spin-off, split-off, split-up or other such change (including,
without limitation, any transaction described in Section 424(a) of the Code) or
a special dividend or other distribution to the Company's shareholders,
increased or decreased or changed into or exchanged for a different number or
kind of shares of stock or other securities of the Company, then (i) there shall
automatically be substituted for each Common Share subject to an unexercised
option granted under the Plan and each Common Share available for additional
grants of options under the Plan the number and kind of shares of stock or other
securities into which each outstanding Common Share shall be exchanged, (ii) the
option price per Common Share or unit of securities shall
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<PAGE> 7
be increased or decreased proportionately so that the aggregate purchase price
for the securities subject to the option shall remain the same as immediately
prior to such event and (iii) the Committee shall make such other adjustments to
the securities subject to options, the provisions of the Plan, and option
agreements as may be appropriate or equitable, in order to prevent dilution or
enlargement of option rights and in compliance with the provisions of Section
424(a) of the Code to the extent applicable and any such adjustment shall be
final, binding and conclusive as to each Optionee. Any such adjustment may, in
the discretion of the Committee, provide for the elimination of fractional
shares.
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<PAGE> 8
7. OPTION PROVISIONS.
(a) OPTION PRICE. The option price per Common Share which is
the subject of an Incentive Stock Option under the Plan shall be determined by
the Committee at the time of grant but shall not be less than one hundred
percent (100%) of the fair market value of a Common Share on the date the
Incentive Stock Option is granted; provided, however, that if a Key Employee to
whom an Incentive Stock Option is granted is at the time of the grant a
Substantial Shareholder, the option price per Common Share shall be determined
by the Committee but shall never be less than one hundred ten percent (110%) of
the fair market value of a Common Share on the date the option is granted. The
option price per Common Share under each option granted pursuant to the Plan
which is not an Incentive Stock Option shall be determined by the Committee at
the time of grant, and may be above or below the fair market value of a Common
Share on the date the option is granted. Such fair market value shall be
determined in accordance with procedures to be established by the Committee. The
date on which the Committee approves the granting of an option shall be deemed
for all purposes hereunder the date on which the option is granted.
(b) PERIOD OF OPTION. The Committee shall determine when each
option is to expire but no option shall be exercisable after ten (10) years have
elapsed from the date upon which the option is granted. Each option shall be
subject to earlier termination as provided in Subsection 7(e) hereunder.
(c) LIMITATION ON EXERCISE AND TRANSFER OF OPTION. Any option
which is an Incentive Stock Option shall not be transferrable other than by will
or the laws of descent and distribution, and the Option may be exercised during
the lifetime of the Optionee only by the Optionee. All or any
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<PAGE> 9
portion of an Option that is not an Incentive Stock Option shall be
transferrable by the Optionee, in whole at any time or in part from time to
time, to (i) any member of the Optionee's Immediate Family, (ii) any trust whose
beneficiaries consist solely of the Optionee and/or members of the Optionee's
Immediate Family and (iii) any person or entity who is an "affiliate" of the
Optionee (as such term is defined in Rule 501(b) of Regulation D promulgated
under the Securities Act of 1933). Notwithstanding the foregoing, the Company
shall be under no obligation to record any such transfer upon the books of the
Company and may treat the Optionee as the record and beneficial owner thereof
for all purposes until such time as: (a) the transferor delivers to the Company
a fully executed assignment of option in the form attached as Exhibit A to the
Option Agreement; (b) the transferee delivers to the Company a fully executed
joinder to the Option Agreement in the form attached as Exhibit B to the Option
Agreement; and (c) that the transferor and transferee establish, to the
reasonable satisfaction of the Company, that such a transfer is permitted under
applicable provisions of the federal securities laws. No option granted
hereunder may be pledged or hypothecated, nor shall any such option be subject
to execution, attachment or similar process.
(d) CONDITIONS GOVERNING EXERCISE OF OPTION. The Committee
may, in its absolute discretion, either require that, prior to the exercise of
any option granted hereunder, the Optionee shall have been an employee or
Consultant for a specified period of time after the date such option was
granted, or make any option granted hereunder immediately exercisable. Each
option shall be subject to such additional restrictions or conditions with
respect to the right to exercise and the time and method of exercise as shall be
prescribed by the Committee. Upon satisfaction of any such conditions, the
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<PAGE> 10
option may be exercised in whole or in part at any time during the option
period, but this right of exercise shall be limited to whole shares, unless the
Committee shall otherwise provide. Options shall be exercised by the Optionee
(i) giving written notice to the Secretary or Assistant Secretary of the Company
at its principal office, by certified mail, return receipt requested, of the
Optionee's exercise of the option and the number of shares with respect to which
the option is being exercised, accompanied by full payment of the purchase price
either in cash or, with the consent of the Committee, in whole or in part in
Common Shares having a fair market value on the date the option is exercised
equal to that portion of the purchase price for which payment in cash is not
made and (ii) making appropriate arrangements with the Company with respect to
income tax withholding, as required, which arrangements may include, in lieu of
other withholding arrangements, (a) the Company withholding from issuance to the
Optionee such number of Common Shares otherwise issuable upon exercise of the
option as the Company and the Optionee may agree; provided that such Optionee,
if subject to Section 16 of the Securities Exchange Act of 1934 or any successor
provision, has had on file with the Committee, for at least six (6) months prior
thereto, an effective standing election to satisfy said Optionee's tax
withholding obligations in such a fashion, which election form by its terms
shall not be revocable or amendable for at least six (6) months or (b) with the
consent of the Committee, the Optionee's delivery to the Company of Common
Shares having a fair market value on the date the option is exercised equal to
that portion of the withholding obligation for which payment in cash is not
made. Such notice shall be deemed delivered when deposited in the mails.
Notwithstanding anything in the foregoing to the contrary, in the event of a
"change in control" the Committee shall have the authority and power: (i)
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<PAGE> 11
to cause all outstanding options to be immediately exercisable notwithstanding
any vesting limitation otherwise previously imposed on such options; and (ii) to
accelerate the termination date of all such options. Thereafter, upon such
determination, an Optionee may exercise any and all outstanding options (in
whole or in part), whether or not such options are by their terms fully
exercisable at such time, and the Committee may authorize the acceptance of the
surrender of the right to exercise such option or any portion thereof, but in no
event after the expiration of the term of the option. The term "change in
control" shall include, but not be limited to: (i) the first purchase of shares
pursuant to a tender offer or exchange (other than a tender offer or exchange by
the Company) for all or part of the Company's common stock or of any class or
any securities convertible into such common stock; (ii) the receipt by the
Company of a Schedule 13D or other advice indicating that a person is the
"beneficial owner" (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) of twenty percent (20%) or more of the Company's Common
Shares calculated as provided in paragraph (d) of said Rule 13d-3; (iii) the
date of approval by shareholders of the Company of an agreement providing for
any consolidation or merger of the Company in which the Company will not be the
continuing or surviving corporation or pursuant to which capital stock, of any
class or any securities convertible into such capital stock, of the Company
would be converted into cash, securities, or other property, other than a merger
of the Company in which the holders of common stock of all classes of the
Company immediately prior to the merger would have the same proportion of
ownership of common stock of the surviving corporation immediately after the
merger; (iv) the date of the approval by shareholders of the Company of any
sale, lease, exchange, or other transfer (in one transaction or a series of
11
<PAGE> 12
related transactions) of all or substantially all the assets of the Company;
(v) the adoption of any plan or proposal for the liquidation (but not a partial
liquidation) or dissolution of the Company; or (vi) such other event as the
Committee shall, in its sole and absolute discretion, deem to be a "change in
control." The manner of application and interpretation of the foregoing
provisions shall be determined by the Committee in its sole and absolute
discretion.
(e) TERMINATION OF EMPLOYMENT, ETC. If an Optionee ceases to
be an employee of, or Consultant to, the Company or its Subsidiaries, his or her
option shall, unless otherwise provided in the option agreement between the
Optionee and the Company, terminate on the date he or she ceases to be an
employee or Consultant and neither he or she nor any other person shall have any
rights after the date he or she ceases to be an employee or Consultant to
exercise all or any part of the option. An Optionee's employment shall not be
deemed to have terminated while he or she is on a temporary military, sick or
other bona fide leave of absence from the Company or a Subsidiary approved in
writing by the Company, such as a leave of absence as is described in Section
1.421-7(h) of the Federal Income Tax Regulations or any lawful successor
regulations thereto; provided, however, that the Committee may impose such terms
and conditions with respect to such leaves as it deems proper as are consistent
with such regulations. If the stock option is an Incentive Stock Option, no
option agreement shall
(i) permit any Optionee to exercise any Incentive
Stock Option more than three (3) months after the
date the Optionee ceased to be an employee of the
Company and all Subsidiaries (but not beyond the
original term of the option) if the reason for the
Optionee's cessation as an employee was other than
his death or his Disability; or
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<PAGE> 13
(ii) permit any Optionee to exercise any Incentive
Stock Option more than one (1) year after the date
the Optionee ceased to be an employee of the
Company and all Subsidiaries (but not beyond the
original term of the option) if the reason for the
Optionee's cessation as an employee was the
Optionee's Disability; or
(iii) permit any person to exercise any Incentive Stock
Option more than one (1) year after the date the
Optionee ceased to be an employee of the Company
and all Subsidiaries (but not beyond the original
term of the option) if either (A) the reason for
the Optionee's cessation as an employee was his
death or (B) the Optionee died within three (3)
months after ceasing to be an employee of the
Company and all Subsidiaries.
If any option is by the terms of the option agreement exercisable following the
Optionee's death, then such option shall be exercisable by the Optionee's
estate, or the person designated in the Optionee's Last Will and Testament, or
the person to whom the option was transferred by the applicable laws of descent
and distribution.
(f) LIMITATIONS ON GRANT OF INCENTIVE STOCK OPTIONS. During
the calendar year in which any Incentive Stock Options granted by the Company or
any Subsidiary first become exercisable by any Optionee, the aggregate fair
market value of the Common Shares which are subject to such Incentive Stock
Options (determined as of the date the Incentive Stock Options were granted)
shall not exceed the sum of One Hundred Thousand Dollars ($100,000.00).
Consultants shall not be granted Incentive Stock Options. Options which are not
designated as Incentive Stock Options shall not be subject to the limitation
described in the preceding sentence and shall not be counted when applying such
limitation.
(g) PROHIBITION OF ALTERNATIVE OPTIONS. It is intended that
Key Employees may be granted, simultaneously or from time to time, Incentive
Stock Options or other stock options, but no Key Employees shall be
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<PAGE> 14
granted alternative rights in Incentive Stock Options and other stock options so
as to prevent options granted as Incentive Stock Options under the Plan from
qualifying as such within the meaning of Section 422 of the Code.
(h) WAIVER BY COMMITTEE OF CONDITIONS GOVERNING EXERCISE OF
OPTION. The Committee may, in its discretion, waive any restrictions or
conditions set forth in an option agreement concerning an Optionee's right to
exercise any option and/or the time and method of exercise.
8. AMENDMENTS TO THE PLAN. The Committee is authorized to
interpret the Plan and from time to time adopt any rules and regulations for
carrying out the Plan that it may deem advisable. Subject to the approval of the
Board, the Committee may at any time amend, modify, suspend or terminate the
Plan. In no event, however, without the approval of the Company's shareholders,
shall any action of the Committee or the Board result in:
(a) Amending, modifying or altering the eligibility
requirements provided in Section 5 hereof;
(b) Increasing or decreasing, except as provided in
Section 6 hereof, the maximum number of shares for
which options may be granted;
(c) Decreasing the minimum option price per share at
which certain options may be granted under the
Plan, as provided in Section 7(a) hereof;
(d) Extending either the maximum period during which
an option is exercisable as provided in Section
7(b) hereof or the date on which the Plan shall
terminate as provided in Section 13 hereof;
(e) Changing the requirements relating to the
Committee; or
(f) Making any other change which would cause any
option granted under the Plan as an Incentive
Stock Option not to qualify as an Incentive Stock
Option within the meaning of Section 422 of the
Code;
except as necessary to conform the Plan and the option agreements to changes in
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<PAGE> 15
the Code or other governing law. No option may be granted during any suspension
of this Plan or after this Plan has terminated and no amendment, suspension or
termination shall, without the Optionee's consent, alter or impair any of the
rights or obligations under an option theretofore granted to such Optionee under
this Plan.
9. STOCK APPRECIATION RIGHTS. The Committee may provide, at
the time of the grant of a stock option and upon such terms and conditions as it
deems appropriate, that an Optionee shall have the right with respect to all or
a portion of the options granted to him or her to elect to surrender such
options in exchange for the consideration set forth in this Section 9 in lieu of
exercising such options. Alternatively, the Committee may provide, at the time
of the grant of a stock option and upon such terms and conditions as it deems
appropriate, that an Optionee shall have the right with respect to all or a
portion of the options granted to him or her to receive the consideration set
forth in this Section 9 upon exercising such options in addition to any Common
Shares purchased upon exercise thereof. Stock appreciation rights must be
specifically granted by the Committee; provided, however, the Committee shall
have no authority to grant stock appreciation rights except in connection with
the grant of a stock option pursuant to the Plan, and no Optionee shall be
entitled to such rights solely as a result of the grant of an option to him.
Stock appreciation rights, if granted, may be exercised either with respect to
all or a portion of the option to which they relate. Stock appreciation rights
shall not be transferable separate from the option with respect to which they
were granted and shall be subject to all of the restrictions on transfer
applicable to the said options. Stock appreciation rights shall be exercisable
only at such times and by such persons as are specified in the option agreement
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<PAGE> 16
governing the stock option with respect to which the stock appreciation rights
were granted. A stock appreciation right shall provide that an Optionee shall
have the right to receive a percentage, not greater than One Hundred Percent
(100%), of the excess over the option price, if any, of the fair market value of
the Common Shares covered by the option, as determined by the Committee as of
the date of exercise of the stock appreciation right, in the manner provided for
herein. Such amount shall be payable in one or more of the following manners, as
shall be determined by the Committee;
(a) in cash;
(b) in Common Shares having a fair market
value equal to such amount; or
(c) in a combination of cash and Common
Shares.
If payment is made in whole or in part in Common Shares, such payment shall
thereby reduce the number of shares available for the grant of options under
this Plan.
In no event may any Optionee exercise any stock appreciation
rights granted hereunder unless such Optionee is then permitted to exercise the
option or the portion thereof with respect to which such stock appreciation
rights relate. If the option agreement with the Optionee provides that exercise
of the stock appreciation right shall be IN LIEU OF exercise of the option, then
(i) upon the exercise of any stock appreciation rights, the option or that
portion thereof to which the stock appreciation rights relate shall be cancelled
and (ii) upon the exercise of the option or that portion thereof to which the
stock appreciation rights relate, the stock appreciation rights shall be
cancelled, and the option agreement governing such option shall be deemed
amended as appropriate without any further action by the Committee or the
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Optionee. If the option agreement with the Optionee provides that exercise of
the stock appreciation right shall be IN ADDITION TO exercise of the option,
then (i) upon the exercise of any stock appreciation rights, the option or that
portion thereof to which the stock appreciation rights relate shall be deemed
exercised and (ii) upon the exercise of the option, the stock appreciation
rights corresponding thereto shall be deemed exercised to the extent the option
is exercised. The terms of any stock appreciation rights granted hereunder shall
be incorporated into the option agreement which governs the option with respect
to which the stock appreciation rights are granted, and shall be on such terms
as the Committee shall prescribe which are not inconsistent with this Plan. The
granting of an option or stock appreciation right shall impose no obligation
upon the Optionee to exercise such option or right. The Company's obligation to
satisfy stock appreciation rights shall not be funded or secured in any manner.
11. INVESTMENT REPRESENTATION, APPROVALS AND LISTING. The
Committee may condition its grant of any option hereunder upon receipt of an
investment representation from the Optionee which shall be substantially similar
to the following:
"Optionee agrees that any Common Shares of
Collaborative Clinical Research, Inc. which Optionee may
acquire by virtue of the exercise of this option shall be
acquired for investment purposes only and not with a view to
distribution or resale; provided, however, that this
restriction shall become inoperative in the event the Common
Shares of Collaborative Clinical Research, Inc. which are
subject to this option shall be registered under the
Securities Act of 1933, as amended, or in the event
Collaborative Clinical Research, Inc. is otherwise satisfied
that the offer or sale of the Common Shares of Collaborative
Clinical Research, Inc. which are subject to this option may
lawfully be made without registration under the Securities Act
of 1933, as amended."
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The Company shall not be required to issue any certificates for Common Shares
upon the exercise of an option or a stock appreciation right granted under the
Plan prior to (i) obtaining any approval from any governmental agency which the
Committee shall, in its sole discretion, determine to be necessary or advisable,
(ii) the admission of such Common Shares to listing on any national securities
exchange on which the Common Shares may be listed, (iii) completion of any
registration or other qualification of the Common Shares under any state or
federal law or ruling or regulations of any governmental body which the
Committee shall, in its sole discretion, determine to be necessary or advisable,
or the determination by the Committee, in its sole discretion, that any
registration or other qualification of the Common Shares is not necessary or
advisable and (iv) obtaining an investment representation from the Optionee in
the form set forth above or in such other form as the Committee, in its sole
discretion, shall determine to be adequate.
12. GENERAL PROVISIONS.
(a) OPTION AGREEMENTS NEED NOT BE IDENTICAL. The form and
substance of option agreements and grants of stock appreciation rights, whether
granted at the same or different times, need not be identical.
(b) NO RIGHT TO BE EMPLOYED, ETC. Nothing in the Plan or in
any option agreement shall confer upon any Optionee any right to continue as an
employee of, or Consultant to, the Company or a Subsidiary, or to serve as a
member of the Board, or to be entitled to receive any remuneration or benefits
not set forth in the Plan or such option agreement, or to interfere with or
limit either the right of the Company or a Subsidiary to terminate the
Optionee's employment, or to terminate the consulting arrangement, at any time
or the right of the shareholders of the Company to remove him or her as a
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<PAGE> 19
member of the Board with or without cause.
(c) OPTIONEE DOES NOT HAVE RIGHTS OF SHAREHOLDER. Nothing
contained in the Plan or in any option agreement shall be construed as entitling
any Optionee to any rights of a shareholder as a result of the grant of an
option until such time as Common Shares are actually issued to such Optionee
pursuant to the exercise of an option or stock appreciation right.
(d) SUCCESSORS IN INTEREST. The Plan shall be binding upon the
successors and assigns of the Company.
(e) NO LIABILITY UPON DISTRIBUTION OF SHARES. The liability of
the Company under the Plan and any distribution of Common Shares made hereunder
is limited to the obligations set forth herein with respect to such distribution
and no term or provision of the Plan shall be construed to impose any liability
on the Company or the Committee in favor of any person with respect to any loss,
cost or expense which the person may incur in connection with or arising out of
any transaction in connection with the Plan, including, but not limited to, any
liability to any Federal, state, or local tax authority and/or any securities
regulatory authority.
(f) TAXES. Appropriate provisions shall be made for all taxes
required to be withheld and/or paid in connection with the options or the
exercise thereof, and the transfer of Common Shares pursuant thereto, under the
applicable laws or other regulations of any governmental authority, whether
Federal, state or local and whether domestic or foreign.
(g) USE OF PROCEEDS. The cash proceeds received by the Company
from the issuance of Common Shares pursuant to the Plan will be used for general
corporate purposes, or in such other manner as the Board deems appropriate.
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(h) EXPENSES. The expenses of administering the Plan shall be
borne by the Company.
(i) CAPTIONS. The captions and section numbers appearing in
the Plan are inserted only as a matter of convenience. They do not define,
limit, construe or describe the scope or intent of the provisions of the Plan.
(j) NUMBER. The use of the singular or plural herein shall not
be restrictive as to number and shall be interpreted in all cases as the context
may require.
(k) GENDER. The use of the feminine, masculine or neuter
pronoun shall not be restrictive as to gender and shall be interpreted in all
cases as the context may require.
13. TERMINATION OF THE PLAN. The Plan shall terminate on February
29, 2007, and thereafter no options shall be granted under the Plan. All options
outstanding at the time of termination of the Plan shall continue in full force
and effect according to the terms of the option agreements governing such
options and the terms and conditions of the Plan.
14. GOVERNING LAW. The Plan shall be governed by and construed
in accordance with the laws of the State of Ohio and any applicable federal law.
15. VENUE. The venue of any claim brought hereunder by a Key
Employee or Consultant shall be Cleveland, Ohio.
16. CHANGES IN GOVERNING RULES AND REGULATIONS. All references
herein to the Code or sections thereof, or to rules and regulations of the
Department of Treasury or of the Securities and Exchange Commission, shall mean
and include the Code sections thereof and such rules and regulations as are now
in effect or as they may be subsequently amended, modified, substituted or
superseded.
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IN WITNESS WHEREOF, COLLABORATIVE CLINICAL RESEARCH, INC., by
its appropriate officers duly authorized, has executed this instrument this 8th
day of November, 1996.
COLLABORATIVE CLINICAL RESEARCH, INC.
By: /s/ Jeffrey A. Green
----------------------------------
Jeffrey A. Green
Its: President and Chief Executive Officer
--------------------------------------
And: /s/ Terry C. Black
--------------------------------------
Terry C. Black
Its: Vice President of Finance,
Chief Financial Officer,
Treasurer and Assistant Secretary
21
