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SEC Filings

VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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        Changes in Capitalization.    All share numbers described in this summary of the 2013 Plan will automatically adjust in the event of a stock split, a stock dividend, or a reverse stock split. In addition, the number of shares subject to awards, and the exercise or purchase applicable to such awards, shall be proportionately adjusted in the event of such change in capitalization. In the event that there is a declaration of an extraordinary dividend payable in a form other than our common stock in an amount that has a material effect on the price of our common stock, a recapitalization, a spin-off or a similar occurrence, the administrator may make such adjustments to any of the foregoing as it deems appropriate, in its sole discretion.

        Amendments or Termination.    Our board of directors may, at any time and for any reason, amend or terminate the 2013 Plan. If our board of directors amends the plan, it does not need stockholder approval of the amendment unless the amendment increases the number of shares available for issuance or materially changes the class of persons eligible to receive incentive stock options. The 2013 Plan will terminate automatically ten years after the later of the date when our board of directors adopted the plan or the date when our board of directors most recently approved an increase in the number of shares reserved thereunder which was also approved by our stockholders.

    2004 Stock Plan

        Our 2004 Stock Plan, or the 2004 Plan, was originally adopted by our board of directors in May 2004 and approved by our stockholders. No further awards have been made under our 2004 Plan since the adoption of our 2013 Plan, and no further awards will be made under our 2004 Plan following this offering. However, awards outstanding under our 2004 Plan following this offering will continue to be governed by their existing terms.

        Share Reserve.    As of June 30, 2014, options to purchase 26,220 shares of our common stock were outstanding under the 2004 Plan.

        Administration.    The compensation committee of our board of directors administers the 2004 Plan. The compensation 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 2004 Plan; however only employees are eligible for the grant of incentive stock options.

        Types of Awards.    Our 2004 Plan provides for the following types of awards:

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

        Terms of Awards.    Subject to the terms of the 2004 Plan, the plan administrator determines the terms of all awards. The exercise price for incentive stock options granted under the 2004 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. The exercise price for nonstatutory stock options granted under the 2004 Plan may not be less than 85% of the fair market value of our common stock 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 other than for value to for the benefit of the optionee's immediate family. The term of options granted under the 2004 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.