IDEC PHARMACEUTICALS CORPORATION
2003 OMNIBUS EQUITY PLAN
- Purpose; Establishment.
The IDEC Pharmaceuticals Corporation 2003 Omnibus Equity Plan (the "Plan") is intended to encourage ownership of shares of IDEC Pharmaceuticals Corporation Common Stock by selected Employees of the Company and its Affiliates and to provide an additional incentive to those Employees to promote the success of the Company and its Affiliates. The Plan has been adopted and approved by the Board of Directors, conditioned upon the Closing and subject to the approval of the stockholders of the Company, and shall become effective as of the Effective Date.
As used in the Plan, the following definitions apply to the terms indicated below:
- "Affiliate" shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act.
- "Agreement" shall mean either the written agreement between the Company and a Participant or a written notice from the Company to a Participant evidencing an Award.
- "Award" shall mean any Option, Restricted Stock, Phantom Stock, Stock Bonus, Stock Appreciation Right or Other Award granted pursuant to the terms of the Plan.
- "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed to be the Beneficial Owner of any securities with respect to which such Person has properly filed an effective Schedule 13G.
- "Board of Directors" shall mean the Board of Directors of the Company.
- "Closing" shall mean the closing of the Merger.
- "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.
- "Committee" shall mean, at the discretion of the Board of Directors, the full Board of Directors or a committee of the Board of Directors, which shall consist of two or more persons, each of whom, unless otherwise determined by the Board of Directors, is an "outside director" within the meaning of Section 162(m) of the Code and a "nonemployee director" within the meaning of Rule 16b-3.
- "Company" shall mean IDEC Pharmaceuticals Corporation, a Delaware corporation.
- "Common Stock" shall mean the common stock of the Company, par value $0.0005 per share.
- A "Corporate Change in Control" shall be deemed to have occurred upon the first of the following events:
- any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its subsidiaries) representing 50% or more of the combined voting power of the Company's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction which is a merger or consolidation;