EXHIBIT 99.1
DUSA PHARMACEUTICALS, INC.
2006 EQUITY COMPENSATION PLAN
NONQUALIFIED STOCK OPTION
DUSA Pharmaceuticals, Inc. (the "Company") has granted to you a Nonqualified
Stock Option (the "Option") under the DUSA Pharmaceuticals, Inc. 2006 Equity
Compensation Plan (the "Plan"). The terms of the grant are set forth in the
Nonqualified Stock Option Grant Agreement provided to you (the "Agreement"). The
following provides a summary of the key terms of the grant; however, you should
read the entire Agreement, along with the terms of the Plan, to fully understand
the grant.
SUMMARY OF NONQUALIFIED OPTION GRANT
GRANTEE: _______________________________________________
DATE OF GRANT: _______________________________________________
VESTING SCHEDULE: _______________________________________________
EXERCISE PRICE PER SHARE: _______________________________________________
TOTAL NUMBER OF OPTIONS GRANTED: _______________________________________________
TERM/EXPIRATION DATE: _______________________________________________
DUSA PHARMACEUTICALS, INC.
2006 EQUITY COMPENSATION PLAN
NONQUALIFIED STOCK OPTION GRANT AGREEMENT
This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (the "Agreement"), dated as
of ________ (the "Date of Grant"), is delivered by DUSA Pharmaceuticals, Inc.
(the "Company") to __________ (the "Grantee").
RECITALS
A. The DUSA Pharmaceuticals, Inc. 2006 Equity Compensation Plan (the
"Plan") provides for the grant of options to purchase shares of common stock of
the Company. The Company has decided to make a stock option grant as an
inducement for the Grantee to promote the best interests of the Company and its
stockholders. A copy of the Plan is attached.
B. The Plan is administered by the Compensation Committee of the Board of
Directors of the Company (the "Committee").
NOW, THEREFORE, the parties to this Agreement, intending to be legally
bound hereby, agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions set forth in this
Agreement and in the Plan, the Company hereby grants to the Grantee a
Nonqualified Stock Option (the "Option") to purchase ________ shares of common
stock of the Company ("Shares") at an exercise price of $_________ per Share.
The Option shall become exercisable according to Paragraph 2 below.
2. EXERCISABILITY OF OPTION. The Option shall become exercisable in the manner
provided below, if the Grantee is employed by, or providing service to, the
Employer (as defined in the Plan) on the applicable date. For this purpose, the
term "Shares" refers to the number of shares underling that portion of the
Option that vests in the manner described under Vest Type and Full Vest Date.
The term "Vest Type" describes how the Option covering those shares will vest
before the Full Vest Date. For example, if Vest Type is "annual", that Option
will vest with respect to those shares on a pro rata basis on each anniversary
of the Date of Grant. The term "Full Vest Date" is the date on which that
portion of the Option covering all of the corresponding shares set forth in the
"Shares" column will be fully vested.
Shares Vest Type Full Vest Date
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The exercisability of the Option is cumulative, but shall not exceed one hundred
percent (100%) of the Shares subject to the Option. If the foregoing schedule
would produce fractional Shares, the number of Shares for which the Option
becomes exercisable shall be rounded down to the nearest whole Share.
3. TERM OF OPTION.
(a) The Option shall have a term of seven years from the Date of Grant and
shall terminate at the expiration of that period, unless it is terminated at an
earlier date pursuant to the provisions of this Agreement or the Plan.
(b) Unless a later termination date is provided for in a Company-sponsored
plan, policy or arrangement, or any agreement to which the Company is a party
(as provided in Section 5(f)(v) of the Plan), the Option shall automatically
terminate upon the happening of the first of the following events:
(i) The expiration of the ninety (90) day period after the Grantee
ceases to be employed by, or provide service to, the Employer, if the
termination is for any reason other than Disability (as defined in the
Plan), death or Misconduct (as defined in the Plan).
(ii) The expiration of the one (1) year period after the Grantee
ceases to be employed by, or provide service to, the Employer on account of
the Grantee's Disability.
(iii) The expiration of the one (1) year period after the Grantee
ceases to be employed by, or provide service to, the Employer, if the
Grantee dies (x) while employed by, or providing service to, the Employer
or (y) within ninety (90) days after the Grantee ceases to be so employed
or provide such services on account of a termination described in
subparagraph (i) above.
(iv) The date on which the Grantee ceases to be employed by, or
provide service to, the Employer on account of a termination by the
Employer for Misconduct. In addition, notwithstanding the prior provisions
of this Paragraph 3, if the Company determines that the Grantee has engaged
in conduct that constitutes Misconduct at any time while the Grantee is
employed by, or providing service to, the Employer or after the Grantee's
termination of employment or service, the Option shall terminate as of the
date on which such Misconduct first occurred.
Notwithstanding the foregoing, in no event may the Option be exercised after the
date that is immediately before the seventh anniversary of the Date of Grant.
Any portion of the Option that is not exercisable at the time the Grantee ceases
to be employed by, or provide service to, the Employer shall immediately
terminate.
4. EXERCISE PROCEDURES.
(a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may
exercise part or all of the exercisable Option by giving the Company written
notice of intent to exercise in the manner provided in this Agreement,
specifying the number of Shares as to which the Option
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is to be exercised. At such time as the Board shall determine, the Grantee shall
pay the exercise price (i) in cash, (ii) by payment through a broker in
accordance with procedures permitted by Regulation T of the Federal Reserve
Board or (iii) by such other method as the Company may approve. The Company may
impose from time to time such limitations as it deems appropriate on the use of
Shares of the Company to exercise the Option.
(b) The obligation of the Company to deliver Shares upon exercise of the
Option shall be subject to all applicable laws, rules, and regulations and such
approvals by governmental agencies as may be deemed appropriate by the Company,
including such actions as Company counsel shall deem necessary or appropriate to
comply with relevant securities laws and regulations. The Company may require
that the Grantee (or other person exercising the Option after the Grantee's
death) represent that the Grantee is purchasing Shares for the Grantee's own
account and not with a view to or for sale in connection with any distribution
of the Shares, or such other representation as the Company deems appropriate.
(c) All obligations of the Company under this Agreement shall be subject to
the rights of the Company as set forth in the Plan to withhold amounts required
to be withheld for any taxes, if applicable. Subject to Committee approval, the
Grantee may elect to satisfy any tax withholding obligation of the Employer with
respect to the Option by having Shares withheld up to an amount that does not
exceed the minimum applicable withholding tax rate for federal (including FICA),
state and local tax liabilities.
5. CHANGE IN CONTROL. The provisions of the Plan applicable to a Change in
Control (as defined in the Plan) shall apply to the Option.
6. RESTRICTIONS ON EXERCISE. Except as the Company may otherwise permit pursuant
to the Plan, only the Grantee may exercise the Option during the Grantee's
lifetime and, after the Grantee's death, the Option shall be exercisable
(subject to the limitations specified in the Plan) solely by the legal
representatives of the Grantee, or by the person who acquires the right to
exercise the Option by will or by the laws of descent and distribution, to the
extent that the Option is exercisable pursuant to this Agreement.
7. GRANT SUBJECT TO PLAN PROVISIONS. This grant is made pursuant to the Plan,
the terms of which are incorporated herein by reference, and in all respects
shall be interpreted in accordance with the Plan. The grant and exercise of the
Option are subject to interpretations, regulations and determinations concerning
the Plan established from time to time by the Committee in accordance with the
provisions of the Plan, including, but not limited to, provisions pertaining to
(i) rights and obligations with respect to withholding taxes, (ii) the
registration, qualification or listing of the Shares, (iii) changes in
capitalization of the Company and (iv) other requirements of applicable law. The
Committee shall have the authority to interpret and construe the Option pursuant
to the terms of the Plan, and its decisions shall be conclusive as to any
questions arising hereunder.
8. NO EMPLOYMENT OR OTHER RIGHTS. The grant of the Option shall not confer upon
the Grantee any right to be retained by or in the employ or service of the
Employer and shall not interfere in any way with the right of the Employer to
terminate the Grantee's employment or
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service at any time. The right of the Employer to terminate at will the
Grantee's employment or service at any time for any reason is specifically
reserved.
9. NO SHAREHOLDER RIGHTS. Neither the Grantee, nor any person entitled to
exercise the Grantee's rights in the event of the Grantee's death, shall have
any of the rights and privileges of a shareholder with respect to the Shares
subject to the Option, until certificates for Shares have been issued upon the
exercise of the Option.
10. ASSIGNMENT AND TRANSFERS. Except as the Committee may otherwise permit
pursuant to the Plan, the rights and interests of the Grantee under this
Agreement may not be sold, assigned, encumbered or otherwise transferred except,
in the event of the death of the Grantee, by will or by the laws of descent and
distribution. In the event of any attempt by the Grantee to alienate, assign,
pledge, hypothecate, or otherwise dispose of the Option or any right hereunder,
except as provided for in this Agreement, or in the event of the levy or any
attachment, execution or similar process upon the rights or interests hereby
conferred, the Company may terminate the Option by notice to the Grantee, and
the Option and all rights hereunder shall thereupon become null and void. The
rights and protections of the Company hereunder shall extend to any successors
or assigns of the Company and to the Company's parents, subsidiaries, and
affiliates. This Agreement may be assigned by the Company without the Grantee's
consent.
11. APPLICABLE LAW. The validity, construction, interpretation and effect of
this Agreement shall be governed by and construed in accordance with the laws of
the State of New Jersey, without giving effect to the conflicts of laws
provisions thereof.
12. NOTICE. Any notice to the Company provided for in this Agreement shall be
addressed to the Company in care of the Compensation Committee at 00 Xxxxx
Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000, and any notice to the Grantee shall be
addressed to such Grantee at the current address shown on the payroll of the
Employer, or to such other address as the Grantee may designate to the Employer
in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed
in a properly sealed envelope addressed as stated above, deposited, postage
prepaid, in a post office regularly maintained by the United States Postal
Service.
IN WITNESS WHEREOF, the Company has caused its duly authorized officer to
execute this Agreement, and the Grantee has executed this Agreement, effective
as of the Date of Grant.
DUSA PHARMACEUTICALS, INC.
By:
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Name:
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Title:
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I hereby accept the Option described in this Agreement, and I agree to be bound
by the terms of the Plan and this Agreement. I hereby further agree that all the
decisions and determinations of the Committee shall be final and binding.
Grantee:
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Date:
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