Equity Ownership Plan (2000)Full Document 

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                           [LOGO] ATHEROGENICS, INC.


                             EQUITY OWNERSHIP PLAN
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                                TABLE OF CONTENTS



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SECTION 1  DEFINITIONS                                                            1

           1.1      Definitions                                                   1


SECTION 2  GENERAL TERMS                                                          5

           2.1      Purpose of the Plan                                           5
           2.2      Stock Subject to the Plan                                     5
           2.3      Administration of the Plan                                    5
           2.4      Eligibility and Limits                                        5


SECTION 3  TERMS OF AWARDS                                                        6

           3.1      Terms and Conditions of All Awards                            6
           3.2      Terms and Conditions of Options                               6
                    (a)      Option Price                                         7
                    (b)      Option Term                                          7
                    (c)      Payment                                              7
                    (d)      Conditions to the Exercise of an Option              7
                    (e)      Termination of Incentive Stock Option                7
                    (f)      Special Provisions for Certain Substitute Options    8
           3.3      Terms and Conditions of Stock Appreciation Rights             8
                    (a)      Payment                                              8
                    (b)      Conditions to Exercise                               8
           3.4      Terms and Conditions of Stock Awards                          8
           3.5      Treatment of Awards Upon Termination of Employment            9


SECTION 4  RESTRICTIONS ON STOCK                                                 10

           4.1      Escrow of Shares                                             10
           4.2      Forfeiture of Shares                                         10
           4.3      Restrictions on Transfer                                     10



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                                TABLE OF CONTENTS
                                   (continued)





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SECTION 5  GENERAL PROVISIONS                                                    11

           5.1      Withholding                                                  11
           5.2      Changes in Capitalization; Merger; Liquidation               11
           5.3      Cash Awards                                                  12
           5.4      Compliance with Code                                         12
           5.5      Right to Terminate Employment                                12
           5.6      Restrictions on Delivery and Sale of Shares; Legends         12
           5.7      Non-alienation of Benefits                                   13
           5.8      Termination and Amendment of the Plan                        13
           5.9      Stockholder Approval                                         13
           5.10     Choice of Law                                                13
           5.11     Effective Date of Plan                                       13




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                               ATHEROGENICS, INC.
                              EQUITY OWNERSHIP PLAN



AtheroGenics, Inc. hereby establishes this Plan to be called the AtheroGenics,
Inc. Equity Ownership Plan to encourage employees of the Company to acquire an
equity interest in the Company, to make monetary payments to certain employees
based upon the value of the Company's Stock, or based upon achieving certain
goals on a basis mutually advantageous to such employees and the Company and
thus provide an incentive for continuation of the efforts of the employees for
the success of the Company, for continuity of employment and to further the
interests of the shareholders.


                              SECTION 1 DEFINITIONS

         1.1      Definitions. Whenever used herein, the masculine pronoun shall
be deemed to include the feminine, the singular to include the plural, unless
the context clearly indicates otherwise, and the following capitalized words and
phrases are used herein with the meaning thereafter ascribed:

                  (a) "Administrator" means the Board or its designee(s).

                  (b) "Award" means any Stock Option, Stock Appreciation Right,
Restricted Stock or Performance Award granted under the Plan.

                  (c) "Beneficiary" means the person or persons designated by a
Participant to exercise an Award in the event of the Participant's death while
employed by the Company, or in the absence of such designation, the executor or
administrator of the Participant's estate.

                  (d) "Board" means the Board of Directors of the Company.

                  (e) "Cause" means conduct by the Participant amounting to (1)
fraud or dishonesty against the Company, (2) willful misconduct, repeated
refusal to follow the reasonable directions of an individual or group authorized
to give such directions, or knowing violation of law in the course of
performance of the duties of Participant's employment with the Company, (3)
repeated absences from work without a reasonable excuse, (4) intoxication with
alcohol or drugs while on the Company's premises during regular business hours,
(5) a conviction or plea of guilty or nolo contendere to a felony or a crime
involving dishonesty, or (6) a breach or violation of the terms of any
employment or other agreement to which Participant and the employer are party.

                  (f) "Change in Control" shall be deemed to have occurred if
(i) a tender offer shall be made and consummated of the ownership of 50% or more
of the outstanding voting securities of the Company, (ii) the Company shall be

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