PGNX » Topics » 2. Definitions

This excerpt taken from the PGNX 8-K filed May 13, 2005.

2. Definitions

Wherever the following capitalized terms are used in the Plan, they shall have the meanings specified below:

  (A)
Award” means an award of a Stock Option, Stock Appreciation Right, Restricted Stock Award, Stock Unit Award, Stock Award or Performance Award granted under the Plan.
     
  (B)
Award Agreement” means a written or electronic agreement entered into between the Company and a Participant setting forth the terms and conditions of an Award.
     
  (C)
Board” means the Board of Directors of the Company.
     
  (D)
Change in Control” shall have the meaning set forth in Section 13.2 hereof.
     
  (E)
Code” means the Internal Revenue Code of 1986, as amended.
     
  (F)
Committee” means the Compensation Committee of the Board or a successor thereof, or any other committee of the Board appointed by the Board to administer the Plan from time to time.
     
  (G)
Common Stock” means the Company’s Common Stock, par value $.0013 per share.
     
  (H)
Company” means Progenics Pharmaceuticals, Inc., a Delaware corporation.
     
  (I)
Date of Grant” means the date on which an Award under the Plan is granted by the Committee, or such later date as the Committee may specify to be the effective date of an Award.
     
  (J)
Disability” means a Participant being considered “disabled” within the meaning of Section 409A(a)(2)(C) of the Code, unless otherwise provided in an Award Agreement.
     
  (K)
Eligible Person” means any person who is an employee, officer, director, consultant, advisor or other individual service provider of the Company or any Subsidiary, as determined by the Committee, or any person who is determined by the Committee to be a prospective employee, officer, director, consultant, advisor or other individual service provider of the Company or any Subsidiary.
     
  (L)
Exchange Act” means the Securities Exchange Act of 1934, as amended.
     
  (M)
Fair Market Value” with respect to the value of a share of Common Stock as of a particular day, shall mean the last reported sale price (as reported on the NASDAQ) of the Common Stock on such day (unless such day is not a trading day, in which case, on the last trading day immediately preceding such day on which the Common Stock is traded on the NASDAQ). If the Common Stock is not listed on the NASDAQ, the Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate.
     
  (N)
Incentive Stock Option” means a Stock Option granted under Section 6 hereof that is intended to meet the requirements of section 422 of the Code and the regulations promulgated thereunder.

 

1


  (O)
NASDAQ” means The Nasdaq Stock Market’s National Market.
     
  (P)
Nonqualified Stock Option” means a Stock Option granted under Section 6 hereof that is not an Incentive Stock Option.
     
  (Q)
Participant” means any Eligible Person who holds an outstanding Award under the Plan.
     
  (R)
Performance Awards” means an Award under Section 11 hereof entitling a Participant to a payment in cash at the end of a performance period, if the performance and other conditions established by the Committee are satisfied.
     
  (S)
Plan” means this Progenics Pharmaceuticals, Inc. 2005 Stock Incentive Plan as set forth herein, as amended from time to time.
     
  (T)
Restricted Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section 8 hereof that are issued subject to such vesting and transfer restrictions and such other conditions as are set forth in the Plan and the applicable Award Agreement.
     
  (U)
Section 162(m) Award” means any Award that is intended to qualify for the “performance-based” compensation exception under section 162(m) of the Code and the regulations promulgated thereunder.
     
  (V)
Service” means a Participant’s employment or other service relationship with the Company or any Subsidiary.
     
  (W)
Stock Appreciation Right” means a contractual right granted to an Eligible Person under Section 7 hereof entitling such Eligible Person to receive a payment, representing the difference between the base price per share of the right and the Fair Market Value of a share of Common Stock at such time, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.
     
  (X)
Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section 10 hereof entitling a Participant to shares of Common Stock that are issued free of transfer restrictions and forfeiture conditions.
     
  (Y)
Stock Option” means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares of Common Stock at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.
     
  (Z)
Stock Unit Award” means a contractual right granted to an Eligible Person under Section 9 hereof representing notional unit interests equal in value to a share of Common Stock to be paid and distributed at such times, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.
     
(AA) 
Subsidiary” means an entity (whether or not a corporation) that is wholly or majority owned or controlled, directly or indirectly, by the Company, or any other affiliate of the Company that is so designated, from time to time, by the Committee; provided, however, that with respect to Incentive Stock Options, the term “Subsidiary” shall include only an entity that qualifies under section 424(f) of the Code as a “subsidiary corporation” with respect to the Company.
This excerpt taken from the PGNX DEF 14A filed Apr 12, 2005.

2. Definitions

Wherever the following capitalized terms are used in the Plan, they shall have the meanings specified below:

  (A)
Award” means an award of a Stock Option, Stock Appreciation Right, Restricted Stock Award, Stock Unit Award, Stock Award or Performance Award granted under the Plan.
     
  (B)
Award Agreement” means a written or electronic agreement entered into between the Company and a Participant setting forth the terms and conditions of an Award.
     
  (C)
Board” means the Board of Directors of the Company.
     
  (D)
Change in Control” shall have the meaning set forth in Section 13.2 hereof.
     
  (E)
Code” means the Internal Revenue Code of 1986, as amended.
     
  (F)
Committee” means the Compensation Committee of the Board or a successor thereof, or any other committee of the Board appointed by the Board to administer the Plan from time to time.
     
  (G)
Common Stock” means the Company’s Common Stock, par value $.0013 per share.
     
  (H)
Company” means Progenics Pharmaceuticals, Inc., a Delaware corporation.
     
  (I)
Date of Grant” means the date on which an Award under the Plan is granted by the Committee, or such later date as the Committee may specify to be the effective date of an Award.
     
  (J)
Disability” means a Participant being considered “disabled” within the meaning of Section 409A(a)(2)(C) of the Code, unless otherwise provided in an Award Agreement.
     
  (K)
Eligible Person” means any person who is an employee, officer, director, consultant, advisor or other individual service provider of the Company or any Subsidiary, as determined by the Committee, or any person who is determined by the Committee to be a prospective employee, officer, director, consultant, advisor or other individual service provider of the Company or any Subsidiary.
     
  (L)
Exchange Act” means the Securities Exchange Act of 1934, as amended.
     
  (M)
Fair Market Value” with respect to the value of a share of Common Stock as of a particular day, shall mean the last reported sale price (as reported on the NASDAQ) of the Common Stock on such day (unless such day is not a trading day, in which case, on the last trading day immediately preceding such day on which the Common Stock is traded on the NASDAQ). If the Common Stock is not listed on the NASDAQ, the Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate.
     
  (N)
Incentive Stock Option” means a Stock Option granted under Section 6 hereof that is intended to meet the requirements of section 422 of the Code and the regulations promulgated thereunder.

 

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  (O)
NASDAQ” means The Nasdaq Stock Market’s National Market.
     
  (P)
Nonqualified Stock Option” means a Stock Option granted under Section 6 hereof that is not an Incentive Stock Option.
     
  (Q)
Participant” means any Eligible Person who holds an outstanding Award under the Plan.
     
  (R)
Performance Awards” means an Award under Section 11 hereof entitling a Participant to a payment in cash at the end of a performance period, if the performance and other conditions established by the Committee are satisfied.
     
  (S)
Plan” means this Progenics Pharmaceuticals, Inc. 2005 Stock Incentive Plan as set forth herein, as amended from time to time.
     
  (T)
Restricted Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section 8 hereof that are issued subject to such vesting and transfer restrictions and such other conditions as are set forth in the Plan and the applicable Award Agreement.
     
  (U)
Section 162(m) Award” means any Award that is intended to qualify for the “performance-based” compensation exception under section 162(m) of the Code and the regulations promulgated thereunder.
     
  (V)
Service” means a Participant’s employment or other service relationship with the Company or any Subsidiary.
     
  (W)
Stock Appreciation Right” means a contractual right granted to an Eligible Person under Section 7 hereof entitling such Eligible Person to receive a payment, representing the difference between the base price per share of the right and the Fair Market Value of a share of Common Stock at such time, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.
     
  (X)
Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section 10 hereof entitling a Participant to shares of Common Stock that are issued free of transfer restrictions and forfeiture conditions.
     
  (Y)
Stock Option” means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares of Common Stock at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.
     
  (Z)
Stock Unit Award” means a contractual right granted to an Eligible Person under Section 9 hereof representing notional unit interests equal in value to a share of Common Stock to be paid and distributed at such times, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.
     
(AA) 
Subsidiary” means an entity (whether or not a corporation) that is wholly or majority owned or controlled, directly or indirectly, by the Company, or any other affiliate of the Company that is so designated, from time to time, by the Committee; provided, however, that with respect to Incentive Stock Options, the term “Subsidiary” shall include only an entity that qualifies under section 424(f) of the Code as a “subsidiary corporation” with respect to the Company.

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