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S-1
VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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    2014 Employee Stock Purchase Plan

        General.    Our 2014 Employee Stock Purchase Plan, or our 2014 ESPP, was adopted by our board of directors in July 2014 and we expect our stockholders to approve it prior to completion of this offering. The 2014 ESPP will become effective as of the effective date of the registration statement of which this prospectus is a part. Our 2014 ESPP is intended to qualify under Section 423 of the Internal Revenue Code.

        Share Reserve.    We have reserved            shares of our common stock for issuance under the 2014 ESPP. The number of shares reserved for issuance under the 2014 ESPP will automatically be increased on the first business day of each of our fiscal years, commencing in 2015, by a number equal to the least of:

                shares;
                    % of the shares of common stock outstanding on the last business day of the prior fiscal year; or
    the number of shares determined by our board of directors.

The number of shares reserved under the 2014 ESPP will automatically be adjusted in the event of a stock split, stock dividend or a reverse stock split (including an adjustment to the per-purchase period share limit).

        Administration.    The compensation committee of our board of directors will administer the 2014 ESPP.

        Eligibility.    All of our employees are eligible to participate if we employ them for more than 20 hours per week and for five months or more per year. Eligible employees may begin participating in the 2014 ESPP at the start of any offering period.

        Offering Periods.    Each offering period will last a number of months determined by the compensation committee, not to exceed 27 months. A new offering period will begin periodically, as determined by the compensation committee. Offering periods may overlap or may be consecutive. Unless otherwise determined by the compensation committee,           offering periods of          months' duration will begin in each year on            and                    . However, if so determined by the compensation committee, the first offering period may start on the effective date of the registration statement related to this offering and will end on            , with the first purchase date occurring on                    .

        Amount of Contributions.    Our 2014 ESPP permits each eligible employee to purchase common stock through payroll deductions. Each employee's payroll deductions may not exceed 15% of the employee's cash compensation. Each participant may purchase up to the number of shares determined by our board of directors on any purchase date, not to exceed                     shares. The value of the shares purchased may not exceed $25,000 for each calendar year in which the offering period was outstanding. Participants may withdraw their contributions at any time before stock is purchased.

        Purchase Price.    The price of each share of common stock purchased under our 2014 ESPP will not be less than 85% of the lower of the fair market value per share of common stock on the first day of the applicable offering period (or, in the case of the first offering period, the price at which one share of common stock is offered to the public in this offering) or the fair market value per share of common stock on the purchase date.

        Other Provisions.    Employees may end their participation in the 2014 ESPP at any time. Participation ends automatically upon termination of employment with us. If we experience a change in control, our 2014 ESPP will end and shares will be purchased with the payroll deductions accumulated to date by participating employees. Our board of directors or our compensation committee may amend or terminate the 2014 ESPP at any time.

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