Equity Ownership Plan [Amended and Restated 1998] (2004)Full Document 

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                                 INHIBITEX, INC.

                              AMENDED AND RESTATED
                           1998 EQUITY OWNERSHIP PLAN

                                TABLE OF CONTENTS



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SECTION 1 DEFINITIONS                                                                           1

                  1.1           Definitions                                                     1

SECTION 2 GENERAL TERMS                                                                         4

                  2.1           Purpose of the Plan                                             4
                  2.2           Stock Subject to the Plan                                       4
                  2.3           Administration of the Plan                                      4
                  2.4           Eligibility and Limits                                          5

SECTION 3 TERMS OF AWARDS                                                                       5

                  3.1           Terms and Conditions of All Awards                              5
                  3.2           Terms and Conditions of Options                                 5
                  3.3           Terms and Conditions of Stock Appreciation Rights               7
                  3.4           Terms and Conditions of Stock Awards                            7
                  3.5           Treatment of Awards Upon Termination of Employment              7

SECTION 4 RESTRICTIONS ON STOCK                                                                 8

                  4.1           Escrow of Shares                                                8
                  4.2           Forfeiture of Shares                                            8
                  4.3           Restrictions on Transfer                                        8

SECTION 5 GENERAL PROVISIONS                                                                    8

                  5.1           Withholding                                                     8
                  5.2           Changes in Capitalization; Merger; Liquidation                  9
                  5.3           Cash Awards                                                     9
                  5.4           Compliance with Code                                           10
                  5.5           Right to Terminate Employment                                  10
                  5.6           Restrictions on Delivery and Sale of Shares; Legends           10
                  5.7           Non-alienation of Benefits                                     10
                  5.8           Termination and Amendment of the Plan                          10
                  5.9           Stockholder Approval                                           10
                  5.10          Choice of Law                                                  10
                  5.11          Effective Date of Plan                                         10




                                 INHIBITEX, INC.
                              AMENDED AND RESTATED
                           1998 EQUITY OWNERSHIP PLAN

         Inhibitex, Inc. hereby establishes this Plan to be called the
Inhibitex, Inc. Amended and Restated 1998 Equity Ownership Plan to encourage
participants and employees of the Company to acquire an equity interest in the
Company, to make monetary payments to certain participants based upon the value
of the Company's Stock, or based upon achieving certain goals on a basis
mutually advantageous to such participants and the Company and thus provide an
incentive for continuation of the efforts of the participants 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 company 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 merged or consolidated with another corporation and as a result of such
merger or consolidation less than 50% of the outstanding voting securities of
the surviving or resulting corporation shall be owned in the aggregate by the
former shareholders of the Company, other than affiliates (within the meaning of
the Securities Exchange Act of 1934) of any party to such merger or
consolidation, (iii) the Company shall sell substantially all of its assets to
another corporation which corporation is not wholly owned by the Company, 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, shall
acquire 50% or more of the outstanding voting securities of the Company (whether
directly, indirectly beneficially or of record). For purposes hereof, ownership
of voting securities shall take into account and shall

                                       1


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 Securities
Exchange Act of 1934.

                  (g)      "Code" means the Internal Revenue Code of 1986, as
amended.

                  (h)      "Company" means Inhibitex, Inc. a Delaware
corporation.

                  (i)      "Constructive Discharge" means a Termination of
Employment by the Participant on account of (i) any material reduction in the
Participant's Compensation, (ii) any material reduction in the level or scope of
job responsibility or status of the Participant occurring without the consent of
the Participant, or (iii) any relocation to an office of the Company which is
more than fifty (50) miles from the office where the Participant was previously
located to which the Participant has not agreed.

                  (j)      "Disability" has the same meaning as provided in the
long-term disability plan maintained by the Company. In the event of a dispute,
the determination of Disability shall be made by the Administrator. If, at any
time during the period that this Plan is in operation, the Company does not
maintain a long term disability plan, Disability shall mean a physical or mental
condition which, in the judgment of the Administrator, permanently prevents a
Participant from performing his usual duties for the Company or such other
position or job which the Company makes available to him and for which the
Participant is qualified by reason of his education, training and experience. In
making its determination the Administrator may, but is not required to, rely on
advice of a physician competent in the area to which such Disability relates.
The Administrator may make the determination in its sole discretion and any
decision of the Administrator will be binding on all parties.

                  (k)      "Disposition" means any conveyance, sale, transfer,
assignment, pledge or hypothecation, whether outright or as security, inter
vivos or testamentary, with or without consideration, voluntary or involuntary.

                  (l)      "Equity Ownership Agreement" means an agreement
between the Company and a Participant or other documentation evidencing an
Award.

                  (m)      "Expiration Date" means, the last date upon which an
Award can be exercised.

                  (n)      "Fair Market Value" means, for any particular date,
(i) for any period during which the Stock shall be listed for trading on a
national securities exchange or the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), the closing price per share of Stock on
such exchange or the NASDAQ closing bid price as of the close of such trading
day, or (ii) the market price per share of Stock as determined in good faith by
the Board in the event (i) above shall not be applicable. If the Fair Market
Value is to be determined as of a day when the securities markets are not open,
the Fair Market Value on that day shall be the Fair Market Value on the next
succeeding day when the markets are open.

                  (o)      "Incentive Stock Option" means an incentive stock
option, as defined in Code Section 422, and described in Plan Section 3.2.

                  (p)      "Initial Public Offering" means the first instance in
which the Company Stock is offered for sale to the public following successful
registration of the Stock with the Securities and Exchange Commission.

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