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SEC Filings

VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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        Administration.    The compensation committee of our board of directors administers the 2013 Plan. The committee has the complete discretion to make all decisions relating to the plan and outstanding awards, including repricing outstanding options and modifying outstanding awards in other ways.

        Eligibility.    Employees, non-employee directors and consultants are eligible to participate in our 2013 Plan; however, only employees are eligible for the grant of incentive stock options.

        Types of Awards.    The 2013 Plan provides for the following types of awards granted with respect to shares of our common stock:

    incentive and nonstatutory stock options;
    direct award or sale of shares of our common stock; and
    restricted stock units.

        Terms of Awards.    Subject to the terms of the 2013 Plan, the plan administrator determines the terms of all awards.

    The exercise price for options granted under the 2013 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. Options are generally transferable only by beneficiary designation, a will or the laws of descent and distribution; however, the administrator may permit the transfer of stock options by gift or pursuant to a domestic relations order. The term of options granted under the 2013 Plan may not exceed ten years and will generally expire sooner if the optionee's service terminates. Options vest at the times determined by the administrator.
    Restricted stock units and restricted shares may be awarded under the 2013 Plan in return for any lawful consideration, including consideration for services rendered to us. Shares may also be sold under the 2013 Plan. Participants who receive restricted stock units generally are not required to pay cash for their awards. Shares awarded or sold under the 2013 Plan may be fully vested at grant or subject to special forfeiture conditions or rights of repurchase, as determined by the administrator.
    Participants may pay the exercise price for options, or the purchase price for shares (if applicable) in cash or check, or at the discretion of the plan administrator, by tendering shares of common stock already owned; through withholding by the company of shares otherwise issuable; by tender of a promissory note; through a cashless exercise program established with a securities brokerage firm; through any other lawful consideration; or any combination of the above. Settlement of vested stock units may be made in the form of cash, shares of common stock or a combination

        Corporate Transactions.    In the event that we are a party to a merger, consolidation, or sale of all or substantially all of our assets, all outstanding options and other awards shall be treated in the manner described in the definitive transaction agreement or, if the transaction does not entail a definitive agreement to which we are a party, as determined by the administrator in its sole discretion. Such treatment may include, without limitation:

    the substitution of an award by the surviving entity or its parent;
    the cancellation of any portion of an option not exercised without payment of any consideration;
    the cancellation of the vested portion of outstanding options or share awards in exchange for a payment per share equal to the excess, if any, of (a) the consideration payable in such transaction to a holder of shares of common stock over (b) the per share exercise or purchase price of the award, if any; or
    cancellation of options without the payment of any consideration.

The administrator may, in its discretion, accelerate the vesting of any or all portions of outstanding awards. It is not obligated to treat all awards in the same manner.