This excerpt taken from the TPTX 8-K filed Oct 4, 2006.
2006 Equity Incentive Plan
On September 28, 2006, at the Axonyx Annual Meeting of Stockholders, the Axonyx stockholders, upon the recommendation of the Board of Directors of Axonyx (the Board), approved the TorreyPines 2006 Equity Incentive Plan (the 2006 Plan).
The purpose of the 2006 Plan is to secure and retain the services of employees, directors and consultants of TorreyPines and its affiliates and to provide a means by which such eligible individuals may be given an opportunity to benefit from increases in the value of the TorreyPines common stock through the granting of stock awards, thereby aligning the long-term compensation and interests of those individuals with the Companys stockholders. The 2006 Plan provides for the granting of incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, and other forms of equity compensation. The 2006 Plan also provides for the granting of performance stock awards and performance cash awards so that the TorreyPines Board of Directors Compensation Committee may use performance criteria in establishing specific targets to be attained as a condition to the grant or vesting of one or more awards under the 2006 Plan.
The number of shares of TorreyPines common stock available for issuance under the 2006 Plan is 15,000,000, as may be adjusted for a stock split or change in capitalization. Additionally, the number of shares reserved for issuance under the 2006 Plan will be increased annually on the first day of each fiscal year commencing on January 1, 2007 by an amount equal to the lesser of two percent (2%) of the shares of TorreyPines common stock then outstanding, 5,000,000 shares of TorreyPines common stock, or such lesser number of shares as determined by the TorreyPines Board of Directors Compensation Committee.
A full description of the 2006 Plan is included in the Form S-4 filed with the Securities and Exchange Commission on July 25, 2006, as amended on August 25, 2006. The foregoing description of the terms and conditions of the 2006 Plan set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of such document attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Also on September 28, 2006, the Board approved a form of Stock Option Agreement for the 2006 Plan (the Stock Option Agreement) to reflect future grants of stock options to purchase shares of the Companys common stock to employees as participants in the Incentive Plan. The form of Stock Option Agreement is attached as Exhibit 10.2 to this report and is incorporated herein by this reference.
This excerpt taken from the TPTX 8-K filed Jun 12, 2006.
2006 Equity Incentive Plan) and (ii) reserve such number of shares of Axonyx Common Stock as agreed upon by TorreyPines and Axonyx for issuance pursuant to stock options granted thereunder.
(c) Axonyx shall file with the SEC, no later than 60 days after the Effective Time, a registration statement on Form S-8, if available for use by Axonyx, relating to the shares of Axonyx Common Stock issuable with respect to TorreyPines Options assumed by Axonyx in accordance with Section 5.5(a) and the shares of Axonyx Common Stock issuable with respect to the 2006 Equity Incentive Plan.
(d) Subject to Section 5.5(e), at the Effective Time, each TorreyPines Warrant that is outstanding and unexercised immediately prior to the Effective Time, shall become converted into and become a warrant to purchase Axonyx Common Stock and Axonyx shall assume each such TorreyPines Warrant in accordance with its terms. All rights with respect to TorreyPines Common Stock or TorreyPines Preferred Stock under TorreyPines Warrants assumed by Axonyx shall thereupon be converted into rights with respect to Axonyx Common Stock. Accordingly, from and after the Effective Time: (i) each TorreyPines Warrant assumed by Axonyx may be exercised solely for shares of Axonyx Common Stock; (ii) the
number of shares of Axonyx Common Stock subject to each TorreyPines Warrant assumed by Axonyx shall be determined by multiplying (A) the number of shares of TorreyPines Common Stock, or the number of shares of TorreyPines Common Stock issuable upon conversion of the shares of TorreyPines Preferred Stock issuable upon exercise of the TorreyPines Warrant, as applicable, that were subject to such TorreyPines Warrant immediately prior to the Effective Time by (B) the Exchange Ratio, or, if applicable, the Adjusted Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Axonyx Common Stock; (iii) the per share exercise price for the Axonyx Common Stock issuable upon exercise of each TorreyPines Warrant assumed by Axonyx shall be determined by dividing the effective per share exercise price of TorreyPines Common Stock or TorreyPines Preferred Stock, subject to such TorreyPines Warrant, as in effect immediately prior to the Effective Time, by the Exchange Ratio, or, if applicable, the Adjusted Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on any TorreyPines Warrant assumed by Axonyx shall continue in full force and effect and the term and other provisions of such TorreyPines Warrant shall otherwise remain unchanged.
(e) Prior to the Effective Time, TorreyPines shall take all actions that may be necessary (under the TorreyPines Stock Option Plan, the TorreyPines Warrants and otherwise) to effectuate the provisions of this Section 5.5 and to ensure that, from and after the Effective Time, holders of TorreyPines Options and TorreyPines Warrants have no rights with respect thereto other than those specifically provided in this Section 5.5.