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SEC Filings

S-1
VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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pay the exercise or purchase price of an award or to satisfy tax withholding obligations related to any award.

        Administration.    The compensation committee of our board of directors administers the 2014 Plan. The compensation committee has complete discretion to make all decisions relating to the 2014 Plan and outstanding awards, including repricing outstanding options and modifying outstanding awards in other ways.

        Eligibility.    Employees, non-employee directors, consultants and advisors are eligible to participate in our 2014 Plan.

        Types of Awards.    Our 2014 Plan provides for the following types of awards:

    incentive and nonstatutory stock options;
    stock appreciation rights;
    restricted shares;
    stock units; and
    performance cash awards.

        Options and Stock Appreciation Rights.    The exercise price for options granted under the 2014 Plan may not be less than 100% of the fair market value of our common stock on the grant date; however, the exercise price for an incentive stock option granted to a holder of more than 10% of our stock may not be less than 110% of such fair market value on the grant date. Optionees may pay the exercise price in cash or, with the consent of the compensation committee:

    with shares of common stock that the optionee already owns;
    by an immediate sale of shares through a broker approved by us;
    by instructing us to withhold a number of shares having an aggregate fair market value that does not exceed the exercise price; or
    by other methods permitted by applicable law.

        An optionee who exercises a stock appreciation right receives the increase in value of our common stock over the base price. The base price for stock appreciation rights may not be less than 100% of the fair market value of our common stock on the grant date. The settlement value of a stock appreciation right may be paid in cash, shares of our common stock or a combination.

        Options and stock appreciation rights vest as determined by the compensation committee. In general, they will vest over a four-year period following the date of grant. Options and stock appreciation rights expire at the time determined by the compensation committee but in no event more than ten years after they are granted. These awards generally expire earlier if the participant's service terminates earlier. No participant may be granted stock options or stock appreciation rights under our 2014 Plan covering more than            shares in any fiscal year, except that a new employee may receive stock options or stock appreciation rights covering up to            additional shares in the fiscal year in which employment commences.

        Restricted Shares and Stock Units.    Restricted shares and RSUs may be awarded under the 2014 Plan in return for any lawful consideration, and participants who receive restricted shares or stock units generally are not required to pay cash for their awards. In general, these awards will be subject to vesting. Vesting may be based on length of service, the attainment of performance-based milestones or a combination of both, as determined by the compensation committee. No participant may be granted restricted share awards or stock units with performance-based vesting covering more than            shares during any fiscal year, except that a new employee may receive restricted shares or stock units covering up to            additional shares in the fiscal year in which employment commences. Settlement of vested stock units may be made in the form of cash, shares of common stock or a combination.

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