EXHIBIT 4.4
Published on October 28, 2005
Exhibit
4.4
REXAHN
PHARMACEUTICALS, INC.
STOCK
OPTION PLAN
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1.
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Establishment
and Purpose
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REXAHN
PHARMACEUTICALS, INC., a Delaware corporation (the "Corporation") assumed
effective May 13, 2005 the REXAHN CORPORATION STOCK OPTION PLAN originally
established by Rexahn, Corp, a Maryland corporation, which shall be known
as the
REXAHN PHARMACEUTICALS, INC. STOCK OPTION PLAN upon and after such assumption
(the "Plan"). The purpose of the Plan is to promote the long-term growth
and
profitability of the Corporation by (i) providing key people with incentives
to
improve stockholder value and to contribute to the growth and financial success
of the Corporation, and (ii) enabling the Corporation to attract, retain
and
reward the best available persons for positions of substantial responsibility.
To accomplish such purpose, the Plan permits the granting of stock options,
including nonqualified stock options and incentive stock options qualifying
under Section 422 of the Code.
The
Plan
is a compensatory benefit plan within the meaning of Rule 701 under the
Securities Act of 1933, as amended (the "Securities Act"). Prior to May 13,
2005, except to the extent any other exemption from the Securities Act was
expressly relied upon in connection with any agreement entered into pursuant
to
the Plan or the securities issuable hereunder were registered under the
Securities Act, the issuance of Stock pursuant to the Plan was intended to
qualify for the exemption from registration under the Securities Act provided
by
Rule 701. To the extent that an exemption from registration under the Securities
Act provided by Rule 701 was unavailable, all unregistered options and shares
of
Stock issuable upon exercise of an Option were intended to be exempt from
registration under the Securities Act in reliance upon the private offering
exemption contained in Section 4(2) of the Securities Act, or other available
exemption, and the Plan shall be so administered. From and after May 13,
2005,
the issuance of Stock pursuant to the Plan is intended to be registered under
the Securities Act.
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2.
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Definitions
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Under
the
Plan, except where the context otherwise indicates, the following definitions
apply:
(a) "Board"
shall
mean the Board of Directors of the Corporation.
(b) "Change
in Control"
shall
mean (i) any sale, exchange or other disposition of substantially all of
the
Corporation's assets; or (ii) any merger, share exchange, consolidation or
other
reorganization or business combination in which the Corporation is not the
surviving or continuing corporation, or in which the Corporation's stockholders
become entitled to receive cash, securities of the Corporation other than
voting
common stock, or securities of another issuer.
(c) "Code"
shall
mean the Internal Revenue Code of 1986, as amended, and any regulations issued
thereunder.
(d) "Committee"
shall
mean the Board or committee of Board members appointed pursuant to Section
3 of
the Plan to administer the Plan.
(e) "Exchange
Act" shall
mean the Securities Exchange Act of 1934, as amended.
(f) "Fair
Market Value" of
a
share of the Corporation's Stock for
any purpose on a particular date shall
be
determined by the Committee as follows:
(1) If
the
Stock is not publicly traded, as soon as practicable following the beginning
of
each fiscal year of the Corporation following the adoption of the Plan, the
Committee shall review the completed financial statements of the Corporation
for
the previous fiscal year in consultation with its outside accountants or
other
financial advisors and shall determine the Fair Market Value based on such
financial statements, taking into account customary benchmarks such as book
value, gross earnings and net earnings, if any, and applying such multiples
to
such measures as the Committee determines is appropriate, in its sole
discretion. The Fair Market Value so determined for a fiscal year, based
on the
previous fiscal year's financial statements, shall apply for the entire
respective fiscal year, unless the Committee determines that such Fair Market
Value is no longer appropriate due to an extraordinary corporate event such
as a
purchase or sale of a significant portion of the Corporation's assets or
stock,
the obsolescence or development of products, or the acquisition or loss of
a
significant amount of business by the Corporation. If such an extraordinary
corporate event occurs, the Committee, as soon as practicable thereafter,
in the
same manner as set forth above, and taking into account such event as well
as
the latest completed quarterly financial statements for the Corporation,
if any,
shall determine an updated Fair Market Value, which shall be applicable for
the
remainder of the fiscal year.
(2) If
the
Stock is publicly traded, then Fair Market Value shall
mean the last reported sale price per share of Stock, regular way, or, in
case
no such sale takes place on such day, the average of the closing bid and
asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted
to
trading on a national securities exchange or included for quotation on the
Nasdaq-National Market, or if the Stock is not so listed or admitted to trading
or included for quotation, the last quoted price, or if the Stock is not
so
quoted, the average of the high bid and low asked prices, regular way, in
the
over-the-counter market, as reported by the National Association of Securities
Dealers, Inc. Automated Quotation System or, if such system is no longer
in use,
the principal other automated quotations system that may then be in use or,
if
the Stock is not quoted by any such organization, the average of the closing
bid
and asked prices, regular way, as furnished by a professional market maker
making a market in the Stock as selected in good faith by the Committee or
by
such other source or sources as shall be selected in good faith by the
Committee. If, as the case may be, the relevant date is not a trading day,
the
determination shall be made as of the next preceding trading day. As used
herein, the term "trading day" shall mean a day on which public trading of
securities occurs and is reported in the principal consolidated reporting
system
referred to above, or if the Stock is not listed or admitted to trading on
a
national securities exchange or included for quotation on the Nasdaq-National
Market, any day other than a Saturday, a Sunday or a day in which banking
institutions in the State of New York are closed.
(g) "Grant
Agreement"
shall
mean a written agreement between the Corporation and a grantee memorializing
the
terms and conditions of an Option pursuant to the Plan.
(h) "Grant
Date" shall
mean the date on which the Committee formally acts to grant an Option to
a
grantee or such other date as the Committee shall so designate at the time
of
taking such formal action.
(i)
"Option"
shall
mean any stock option awarded hereunder.
(j)
"Parent"
shall
mean a corporation, whether now or hereafter existing, within the meaning
of the
definition of "parent corporation" provided in Section 424(e) of the Code,
or
any successor thereto of similar import.
(k) "Rule
16b-3"
shall
mean Rule 16b-3 as in effect under the Exchange Act on the effective date
of the
Plan, or any successor provision prescribing conditions necessary to exempt
the
issuance of securities under the Plan (and further transactions in such
securities) from Section 16(b) of the Exchange Act.
(l)
"Stock"
shall mean
shares of the Corporation's common stock, par value of $.0001 per
share.
(m) "Subsidiary"
and "subsidiaries" shall
mean only a corporation or corporations, whether now or hereafter existing,
within the meaning of the definition of "subsidiary corporation" provided
in
Section 424(f) of the Code,
or
any successor thereto of similar import.
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3.
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Administration
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(a) Procedure.
The
Plan shall be administered by the Board. In the alternative, the Board may
appoint a Committee to administer the Plan on behalf of the Board, subject
to
such terms and conditions as the Board may prescribe. Once appointed, the
Committee shall continue to serve until otherwise directed by the Board.
From
time to time, the Board may increase the size of the Committee and appoint
additional members thereof, remove members (with or without cause) and appoint
new members in substitution therefor, fill vacancies, however caused, and
remove
all members of the Committee and, thereafter, directly administer the Plan.
In
the event that the Board is the administrator of the Plan in lieu of a
Committee, the term "Committee" as used herein shall be deemed to mean the
Board, other than for purposes of Section 3(b).
The
Committee shall meet at such times and places and upon such notice as it
may
determine. A majority of the Committee shall constitute a quorum. Any acts
by
the Committee may be taken at any meeting at which a quorum is present and
shall
be by majority vote of those members entitled to vote. Additionally, any
acts
reduced to writing or approved in writing by all of the members of the Committee
shall be valid acts of the Committee.
(b) Procedure
After Registration of the Stock.
Notwithstanding the provisions of Section 3(a) above, in the event that the
Stock or any other capital stock of the Corporation becomes registered under
Section 12 of the Exchange Act, the members of the Committee shall be both
"Non-Employee Directors" within the meaning of Rule 16b-3, and "outside
directors" within the meaning of Section 162(m) of the Code. Upon and after
the
point in time that the Stock or any other capital stock of the Corporation
becomes registered under Section 12 of the Exchange Act, the Board shall
take
all action necessary to cause the Plan to be administered in accordance with
the
then effective provisions of Rule 16b-3, provided that any amendment to the
Plan required for compliance with such provisions shall be made in accordance
with Section 10 of
the
Plan.
(c) Powers
of the Committee.
The
Committee shall have all the powers vested in it by the terms of the Plan,
such
powers to include authority, in its sole and absolute discretion, to grant
Options under the Plan, prescribe Grant Agreements evidencing such Options
and
establish programs for granting Options. The Committee shall have full power
and
authority to take all other actions necessary to carry out the purpose and
intent of the Plan, including, but not limited to, the authority
to:
(i)
determine
the eligible persons to whom, and the time or times at which Options shall
be
granted,
(ii)
determine the types of Options to be granted,
(iii)
determine
the number of shares of Stock to be covered by each Option,
(iv)
impose
such terms, limitations, restrictions and conditions upon any such Option
as the
Committee shall deem appropriate,
(v)
modify, extend or renew outstanding Options, accept the surrender of outstanding
Options and substitute new Options, provided that no such action shall be
taken
with respect to any outstanding Option which would adversely affect the grantee
without the grantee's consent,
(vi)
accelerate
or otherwise change the time period in which an Option may be exercised and
to
waive or accelerate the lapse, in whole or in part, of any restriction or
condition with respect to such Option, including, but not limited to, any
restriction or condition with respect to the vesting or exercisability of
an
Option following termination of any grantee's employment, and
(vii) establish
objectives and conditions, if any, for granting Options and determining whether
Options will be paid after the end of a performance period.
The
Committee shall have full power and authority to administer and interpret
the
Plan and to adopt such rules, regulations, agreements, guidelines and
instruments for the administration of the Plan and for the conduct of its
business as the Committee deems necessary or advisable and to interpret same,
all within the Committee's sole and absolute discretion.
(d) Limited
Liability. To
the
maximum extent permitted by law, no member of the Board or Committee shall
be
liable for any action taken or decision made in good faith relating to the
Plan
or any Option thereunder.
(e) Indemnification.
To the
maximum extent permitted by law, the members of the Board and Committee shall
be
indemnified by the Corporation in respect of all their activities under the
Plan.
(f) Effect
of Committee's Decision.
All
actions taken and decisions and determinations made by the Committee on all
matters relating to the Plan pursuant to the powers vested in it hereunder
shall
be in the Committee's sole and absolute discretion and shall be conclusive
and
binding on all parties concerned, including the Corporation, its stockholders,
any participants in the Plan and any other employee of the Corporation, and
their respective successors in interest.
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4.
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Maximum
Shares Available for the
Plan
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Subject
to adjustments as provided in Section
9
of the Plan, the shares of Stock that may be delivered or purchased with
respect
to the exercise of Options granted under the Plan, including with respect
to
incentive stock options intended to qualify under Section 422 of the Code,
shall
not exceed an aggregate of Six Million Nine Hundred Ninety Two Thousand Five
Hundred (6,992,500) shares of Stock of the Corporation. The Corporation shall
reserve said number of shares for Options under the Plan, subject to adjustments
as provided in Section
9
of the Plan. If any Option, or portion of an Option, under the Plan expires
or
terminates unexercised, becomes unexercisable or is forfeited or otherwise
terminated, surrendered or canceled without the delivery of shares of Stock
or
other consideration, the shares of Stock subject to such Option shall thereafter
be available for further Options under the Plan.
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5.
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Participation
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Participation
in the Plan shall be open to all employees, officers, directors and consultants
of the Corporation, or of any Parent or Subsidiary of the Corporation, as
may be
selected by the Committee from time to time. Notwithstanding the foregoing,
participation in the Plan with respect to awards of incentive stock options
shall be limited to employees of the Corporation or of any Parent or Subsidiary
of the Corporation. To the
extent necessary to comply with Rule 16b-3 or to constitute an "outside
director" within the meaning of Section 162(m) of the Code, and only in the
event that Rule 16b-3 or Section 162(m) of the Code is applicable to the
Plan or
an Option granted thereunder, Committee members shall not be eligible to
participate in the Plan while members of the Committee.
Options
may be granted to such eligible persons and for or with respect to such number
of shares of Stock as the Committee shall determine, subject to the limitations
in Section 4 and Section 6(e) of the Plan. A grant of any type of Option
made in any one year to an eligible person shall neither guarantee nor preclude
a further grant of that or any other type of Option to such person in that
year
or subsequent years.
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6.
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Stock
Options
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Subject
to the other applicable provisions of the Plan, the Committee may from time
to
time grant to eligible participants awards of nonqualified stock options
or
incentive stock options as that term is defined in Section 422 of the Code.
The
Options granted shall be subject to the following terms and
conditions.
(a) Grant
of Option. The
grant
of an Option shall be evidenced by a Grant Agreement, executed by the
Corporation and the grantee, stating the number of shares of Stock subject
to
the Option evidenced thereby and the terms and conditions of such Option,
in
such form as the Committee may from time to time determine.
(b) Price.
The
price per share payable upon the exercise of each Option ("exercise price")
shall be determined by the Committee; provided, however, that in the case
of
incentive stock options, the exercise price shall not be less than 100% of
the
Fair Market Value of the shares on the date the incentive stock option is
granted.
(c) Payment.
Options
may be exercised in whole or in part by payment of the exercise price of
the
shares to be acquired in accordance with the provisions of the Grant Agreement,
and/or such rules and regulations as the Committee may have prescribed, and/or
such determinations, orders, or decisions as the Committee may have made.
Payment may be made in cash (or cash equivalents acceptable to the Committee)
or, unless otherwise determined by the Committee, in shares of Stock or a
combination of cash and shares of Stock, or by such other means as the Committee
may prescribe. The Fair Market Value of shares of Stock delivered on exercise
of
stock options shall be determined as of the date of exercise. Shares of Stock
delivered in payment of the exercise price may be previously owned shares
or, if
approved by the Committee, shares acquired upon exercise of the Option. Any
fractional share will be paid in cash.
If
the
Stock is registered under Section 12(b) or 12(g) of the Exchange Act, the
Committee, subject to such limitations as it may determine, may authorize
payment of the exercise price, in whole or in part, by delivery of a properly
executed exercise notice, together with irrevocable instructions, to: (i)
a
brokerage firm designated by the Corporation to deliver promptly to the
Corporation the aggregate amount of sale or loan proceeds to pay the exercise
price and any withholding tax obligations that may arise in connection with
the
exercise, and (ii) the Corporation to deliver the certificates for such
purchased shares directly to such brokerage firm.
(d) Terms
of Options. The
term
during which each Option may be exercised shall be determined by the Committee;
provided, however, that in no event shall an incentive stock option be
exercisable more than ten (10) years from the date it is granted. Prior to
the
exercise of the Option and delivery of the shares certificates represented
thereby, the grantee shall have none of the rights of a stockholder with
respect
to any shares represented by an outstanding Option.
(e) Restrictions
on Incentive Stock Options.
Incentive stock options granted under the Plan shall comply in all respects
with
Code Section 422 and, as such, shall meet the following additional
requirements:
(i)
Grant
Date.
An
incentive stock option must be granted within 10 years of the earlier of
the
Plan's original adoption by the board of directors of Rexahn, Corp or approval
by Rexahn, Corp's shareholders.
(ii)
Exercise
Price and Term.
The
exercise price of an incentive stock option shall not be less than 100% of
the
Fair Market Value of the shares covered by such option on the Grant Date
and the
term of such option shall not exceed ten (10) years. Also, the exercise price
of
any incentive stock option granted to a grantee who owns (within the meaning
of
Section 422(b)(6) of the Code, after the application of the attribution rules
in
Section 424(d) of the Code) more than 10% of the total combined voting power
of
all classes of shares of the Corporation or its Parent or Subsidiary
corporations (within the meaning of Sections 422 and 424 of the Code) shall
be
not less than 110% of the Fair Market Value of the shares covered by the
option
on the Grant Date and the term of such stock option shall not exceed five
(5)
years.
(iii) Maximum
Grant.
The
aggregate Fair Market Value (determined as of the Grant Date) of shares
of
Stock, or any other shares of capital stock, with respect to which all
incentive
stock options first become exercisable by any grantee in any calendar year
under
this or any other plan of the Corporation and its Parent and Subsidiary
corporations may not exceed $100,000 or such other amount as may be permitted
from time to time under Section 422 of the Code. To the extent that such
aggregate Fair Market Value shall exceed $100,000, or other applicable
amount,
such stock options shall be treated as nonqualified stock options. In such
case,
the Corporation may designate the shares of Stock that are to be treated
as
stock acquired pursuant to the exercise of an incentive stock option by
issuing
a separate certificate for such shares and identifying the certificate
as
incentive stock option shares in the stock transfer records of the
Corporation.
(iv) Grantee.
Incentive stock options shall only be issued to employees of the Corporation,
or
of a Parent or Subsidiary of the Corporation.
(v)
Designation.
No
Option shall be an incentive stock option unless so designated by the Committee
at the time of grant or in the Grant Agreement evidencing such
Option.
(f) Other
Terms and Conditions.
Options
may contain such other provisions, not inconsistent with the provisions of
the
Plan, as the Committee shall determine appropriate from time to
time.
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7.
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Withholding
of Taxes
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The
Corporation may require, as a condition to the grant of any Option under
the
Plan or exercise pursuant to such Option or to the delivery of certificates
for
shares issued or payments of cash to a grantee pursuant to the Plan or a
Grant
Agreement (hereinafter collectively referred to as a "taxable event"), that
the
grantee pay to the Corporation, in cash or, unless otherwise determined by
the
Corporation, in shares of Stock, including shares acquired upon exercise
of the
Option, valued at Fair Market Value on the date as of which the withholding
tax
liability is determined, any federal, state or local taxes of any kind required
by law to be withheld with respect to any taxable event under the Plan. The
Corporation, to the extent permitted or required by law, shall have the right
to
deduct from any payment of any kind (including salary or bonus) otherwise
due to
a grantee any federal, state or local taxes of any kind required by law to
be
withheld with respect to any taxable event under the Plan, or to retain or
sell
without notice a sufficient number of
the
shares to be issued to such grantee to cover any such taxes.
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8.
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Transferability
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No
Option
granted under the Plan shall be transferable voluntarily or involuntarily
by a
grantee, either during the grantee's lifetime or as a result of the death
of the
grantee.
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9.
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Adjustments;
Business Combinations
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In
the
event of a reclassification, recapitalization, stock split, stock dividend,
combination of shares, or other similar event, the maximum number and kind
of
shares with respect to which Options may be granted under the Plan, as provided
in Section 4 of the Plan, shall be adjusted to reflect such event, and the
Committee shall make such adjustments as it deems appropriate and equitable
in
the number, kind and price of shares covered by outstanding Options granted
under the Plan, and in any other matters which relate to Options and which
are
affected by the changes in the Stock referred to above.
In
the
event of any proposed Change in Control (but subject, in the case of any
grantee, to the terms of such grantee's Grant Agreement), the Committee shall
take such action as it deems appropriate and equitable to effectuate the
purposes of the Plan and to protect the grantees of Options, which action
may
include, but without limitation, any one or more of the following:
(i) acceleration or change of the exercise dates of any Option;
(ii) arrangements with grantees for the payment of appropriate
consideration to them for the cancellation and surrender of any Option; or
(iii) in any case where equity securities other than Stock of the
Corporation are proposed to be delivered in exchange for or with respect
to
Stock of the Corporation, arrangements providing that any Option shall become
one or more Options with respect to such other equity securities.
The
Committee is authorized to make adjustments in the terms and conditions of,
and
the criteria included in, Options in recognition of unusual or nonrecurring
events (including, without limitation, the events described in the preceding
two
paragraphs of this Section 9) affecting the Corporation, or the financial
statements of the Corporation or any Subsidiary, or of changes in applicable
laws, regulations, or accounting principles, whenever the Committee determines
that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan.
In
the
event the Corporation dissolves and liquidates (other than pursuant to a
plan of
merger or reorganization, and except as provided in any Grant Agreement),
then
notwithstanding any restrictions on exercise set forth in the Plan:
(i) each grantee shall have the right to exercise his Option at any time up
to ten (10) days prior to the effective date of such liquidation and
dissolution; and (ii) the Committee may make arrangements with the grantees
for the payment of appropriate consideration to them for the cancellation
and
surrender of any Option that is so canceled or surrendered at any time up
to ten
(10) days prior to the effective date of such liquidation and dissolution.
The
Committee may establish a different period (and different conditions) for
such
exercise, delivery, cancellation, or surrender to avoid subjecting the grantee
to liability under Section 16(b) of the Exchange Act. Any Option not so
exercised, canceled, or surrendered shall terminate on the last day for exercise
prior to such effective date. The Committee shall give each grantee written
notice of the commencement of any proceedings for such liquidation and
dissolution of the Corporation and the grantee's rights with respect to his
outstanding Option.
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10.
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Termination
and Modification of the
Plan
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The
Board, without further approval of the stockholders, may modify or terminate
the
Plan or any portion thereof at any time, except that no modification shall
become effective without prior approval of the stockholders of the Corporation
if stockholder approval is necessary to comply with any tax or regulatory
requirement or rule of any exchange or quotation system established by the
National Association of Securities Dealers, Inc. ("Nasdaq System") upon which
the Stock is listed or quoted; including for this purpose stockholder approval
that is required for continued compliance with Rule 16b-3 or stockholder
approval that is required to enable the Committee to grant incentive stock
options pursuant to the Plan.
The
Committee shall be authorized to make minor or administrative modifications
to
the Plan as well as modifications to the Plan that may be dictated by
requirements of federal or state laws applicable to the Corporation or that
may
be authorized or made desirable by such laws. The Committee may amend or
modify
the grant of any outstanding Option in any manner to the extent that the
Committee would have had the authority to make such Option as so modified
or
amended.
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11.
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Non-Guarantee
of Employment
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Nothing
in the Plan or in any Grant Agreement thereunder shall confer any right on
an
employee to continue in the employ of the Corporation or shall interfere
in any
way with the right of the Corporation to terminate an employee at any
time.
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12.
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Termination
of Employment
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For
purposes of maintaining a grantee's continuous status as an employee and
accrual
of rights under any Option, transfer of an employee among the Corporation
and
the Corporation's Parent or Subsidiaries shall not be considered a termination
of employment. Nor shall it be considered a termination of employment for
such
purposes if an employee is placed on military or sick leave or such other
leave
of absence which is considered as continuing intact the employment relationship;
in such a case, the employment relationship shall be continued until the
date
when an employee's right to reemployment shall no longer be guaranteed either
by
law or contract.
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13.
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Written
Agreement
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Each
Grant Agreement entered into between the Corporation and a grantee with respect
to an Option granted under the Plan shall incorporate the terms of the Plan
and
shall contain such provisions, consistent with the provisions of the Plan,
as
may be established by the Committee.
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14.
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Non-Uniform
Determinations
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The
Committee's determinations under the Plan (including without limitation
determinations of the persons to receive Options, the form, amount and timing
of
such Options, the terms and provisions of such Options and the agreements
evidencing same) need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, grants of Options under
the
Plan, whether or not such persons are similarly situated.
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15.
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Limitation
on Benefits
|
With
respect to persons subject to Section 16 of the Exchange Act, transactions
under
the Plan are intended to comply with all applicable conditions of Rule 16b-3.
To
the extent any provision of the Plan or action by the Committee fails to
so
comply, it shall be deemed null and void, to the extent permitted by law
and
deemed advisable by the Committee.
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16.
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Listing
and Registration
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If
the
Corporation determines that the listing, registration or qualification upon
any
securities exchange or upon any listing or Nasdaq System or under any law,
of
shares subject to any Option is necessary or desirable as a condition of,
or in
connection with, the granting of same or the issue or purchase of shares
thereunder, no such Option may be exercised in whole or in part and no
restrictions on such Option shall lapse, unless such listing, registration
or
qualification is effected free of any conditions not acceptable to the
Corporation.
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17.
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Compliance
with Securities Law
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Shares
of
Stock shall not be issued with respect to an Option granted under the Plan
unless the exercise of such Option and the issuance and delivery of share
certificates for such Stock pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act, the
Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any national securities exchange or Nasdaq System upon which
the
Stock may then be listed or quoted, and shall be further subject to the approval
of counsel for the Corporation with respect to such compliance to the extent
such approval is sought by the Committee.
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18.
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No
Limit on Other Compensation
Arrangements
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Nothing
contained in the Plan shall prevent the Corporation or its Parent or Subsidiary
corporations from adopting or continuing in effect other compensation
arrangements (whether such arrangements be generally applicable or applicable
only in specific cases) as the Committee in its discretion determines desirable,
including without limitation the granting of stock options otherwise than
under
the Plan.
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19.
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No
Trust or Fund Created
|
Neither
the Plan nor any Option shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Corporation
and a grantee or any other person. To the extent that any grantee or other
person acquires a right to receive payments from the Corporation pursuant
to an
Option, such right shall be no greater than the right of any unsecured general
creditor of the Corporation.
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20.
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Governing
Law
|
The
validity, construction and effect of the Plan, of Grant Agreements entered
into
pursuant to the Plan, and of any rules, regulations, determinations or decisions
made by the Board or Committee relating to the Plan or such Grant Agreements,
and the rights of any and all persons having or claiming to have any interest
therein or thereunder, shall be determined exclusively in accordance with
applicable federal laws and the laws of the State of Maryland, without regard
to
its conflict of laws rules and principles.
|
21.
|
Plan
Subject to Certificate of Incorporation and
By-Laws
|
The
Plan
is subject to the Certificate of Incorporation and By-Laws of the Corporation,
as they may be amended from time to time.
|
22.
|
Effective
Date; Termination Date
|
The
Plan
was effective as of the date on which the Plan was adopted by the board of
directors of Rexahn, Corp, and approved by Rexahn, Corp's stockholders on
August
5, 2003. No Option shall be granted under the Plan after the close of business
on the day immediately preceding the tenth anniversary of the effective date
of
the Plan. Subject to other applicable provisions of the Plan, all Options
granted under the Plan prior to such termination of the Plan shall remain
in
effect until such Options have been satisfied or terminated in accordance
with
the Plan and the terms of such Options.
Date
Approved by the board of directors of Rexahn, Corp: August 5, 2003
Date
Approved by Rexahn, Corp's shareholders: August 5, 2003
Date
Assumed by Rexahn Pharmaceuticals, Inc.: May 13, 2005