ex10_11998plan.htm


    Exhibit
10.1

    


    PROGENICS
PHARMACEUTICALS, INC.

    EMPLOYEE
STOCK PURCHASE PLAN

    2,400,000
Shares

    


    (as
amended effective June 2, 2008)

    


    1.       PURPOSE

    


             The
purpose of the Employee Stock Purchase Plan (the "Plan") of Progenics
Pharmaceuticals, Inc. (the "Company") is to attract, compensate and retain well
qualified employees by providing them with an equity interest in the Company's
success.

    


    2.       STOCK
SUBJECT TO THE PLAN

    


             The
Company may issue and sell a total of 2,400,000 shares of its common stock, par
value $.0013 per share (the "Common Stock"), pursuant to the Plan. Such shares
may be either authorized but unissued shares or treasury shares and may include
shares that have been subject to unexercised options, whether such options have
terminated or expired by their terms, by cancellation or otherwise.

    


    3.       ADMINISTRATION

    


             The
Plan shall be administered by a committee (the "Committee") consisting of the
entire Board of Directors of the Company or of two or more non-employee
directors thereof. The Committee shall have the power and authority as may be
necessary to carry out the provisions of the Plan, including the interpretation
and construction of the Plan and the option grants made under the Plan, the
adoption of such rules and regulations as it may deem advisable and the
termination of further option grants under the Plan.

    


    4.       ELIGIBILITY

    


             Options
under the Plan shall be granted only to employees of the Company, all employees
of the Company are eligible to receive option grants and all employees granted
options under the Plan shall have the same rights and privileges.
Notwithstanding the foregoing, (i) no employee shall be granted an option if
such employee, immediately after the option is granted, owns stock possessing 5%
or more of the total combined voting power or value of all classes of stock of
the Company, within the meaning of Section 423(b)(3) of the Internal Revenue
Code of 1986, as amended (the "Code") and (ii) no employee shall be granted an
option which permits his rights to purchase stock under the Plan to accrue at a
rate which exceeds $6,250 of the fair market value of such stock (determined at
the time such option is granted) for each fiscal quarter in which such option is
outstanding at any time. Furthermore, the Committee may in its sole discretion
impose such restrictions on eligibility as may be permitted by Section 423(b)
(4) of the Code.

    


    5.       OPTION
GRANTS

    


             Until
such time as the Committee in its sole discretion terminates further option
grants under the Plan, all eligible employees of the Company shall, on July 1,
October 1, January 1 and April 1 of each year (the "Date of Grant") starting
July 1, 1998, be granted an option to purchase the Common Stock, each such
option to be subject and pursuant to the following terms and
conditions:

    


             (a)      Option
Term. The term of each option shall be from the Date of Grant to the date six
months after the Date of Grant (the "Date of Expiration").

    


             (b)      Option
Price. The purchase price per share for each option (the "Option Price") shall
be the lesser of (i) the fair market value of the Common Stock on the Date of
Grant or (ii) 85% of the fair market value of the Common Stock on the Date of
Exercise (as such term is defined below). As used herein, the fair market value
of the Common Stock on the Date of Grant shall be the closing price of the
Common Stock on the Nasdaq National Market on the date prior to the Date of
Grant and the fair market value of the Common Stock on the Date of Exercise
shall be the closing price of the Common Stock on the Nasdaq National Market on
the Date of Exercise provided, however, that, if the employee exercising the
option resells the shares on the Date of Exercise, the average selling price for
such shares, before the payment of brokerage commissions and expenses, shall be
the fair market value on the Date of Exercise. In the event the Common Stock
ceases at any time to be traded on the Nasdaq National Market, the fair market
value of the Common Stock shall be determined in such manner as may be set by
the Committee.

    


             (c)      Number
of Option Shares. Unless and until the Committee in its sole discretion
determines otherwise, the number of shares subject to each option shall be the
whole number equal to (i) up to 25% of each employee's total compensation during
the  fiscal quarter starting with the Date of Grant, as such
percentage shall be determined by the Committee prior to the Date of Grant,
divided by (ii) the lesser of the fair market value of the Common Stock on the
Date of Grant or 85% of the closing price of the Common Stock on the Nasdaq
National Market on the date prior to the Date of Exercise (or such other manner
for determining the fair market value of the Common Stock on such date if not
then traded on the Nasdaq National Market). In no event, however, shall the
number of shares subject to any option exceed $6,250 divided by the fair market
value of the Common Stock on the Date of Grant.

    


             (d)      Exercise.
The date of exercise of each option (the "Date of Exercise") shall be a date
during the three-month period starting with the date three months after the Date
of Grant and ending on the Date of Expiration, as chosen by each employee.
Exercise shall not be made with respect to less than  the total number
of shares subject to each option and shall be  effected by delivering
to the Company written notice of exercise at least one day prior to the Date of
Exercise.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


             (e)      Payment.
Payment for the shares purchased upon exercise of each option (including the
amount, if any, necessary to satisfy federal, state or local income tax
withholding requirements) shall be in cash within five business days following
the Date of Exercise and, in the event payment is not received, the Company may
withhold the shares and cancel the option. Notwithstanding the foregoing, the
Committee may in its sole discretion permit employees (i) to pay for shares
acquired upon exercise of options by delivering shares of the Common Stock owned
by such employee or (ii) to forgo payment for the shares and receive instead the
net number of shares that would be received if such employee borrowed shares of
the Common Stock for payment of the purchase price and returned the borrowed
shares from the shares acquired upon exercise of the option.

    


             (f)      Termination
of Employment. In the event an employee's employment with the Company terminates
for any reason other than the employee's death, any option held by such employee
shall forthwith terminate without any further rights on the part of the
employee. In the event of an employee's death, the employee's estate, legal
representative or beneficiary may exercise any option held by such employee at
any time prior to the Date of Expiration with respect to such option. Nothing
herein shall be deemed to confer any right of continued employment with the
Company or to limit the right of the Company to terminate employment with any
employee.

    


    6.       RIGHTS
AS A STOCKHOLDER

    


             Until
such time as each option has been exercised and the shares acquired thereby have
been issued and delivered to the employee pursuant to such exercise, the
employee shall have no rights as a stockholder with respect to the shares of the
Common Stock subject to the option.

    


    7.       NONTRANSFERABILITY
OF THE OPTION

    


             Any
option granted under the Plan may not be assigned or transferred except by will
or by the laws of descent and distribution and is exercisable during the life of
the employee only by the employee.

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    8.       COMPLIANCE
WITH SECURITIES LAWS

    


              If
the shares to be issued upon exercise of any option granted under the Plan have
not been registered under the Securities Act of 1933, as amended, and any
applicable state securities laws, the Company's obligation to issue such shares
shall be conditioned upon receipt of a representation in writing that the
employee is acquiring such shares for his or her own account and not with a view
to the distribution thereof and the certificate representing such shares shall
bear a legend in such form as the Company's counsel deems necessary or
desirable. In no event shall the Company be obligated to issue any shares
pursuant to the exercise of an option if, in the opinion of the Company's
counsel, such issuance would result in a violation of any federal or state
securities laws.

    


    9.       CHANGE
OF CONTROL

    


             In
the event of a Change of Control (as such term is defined below), all
outstanding options under the Plan shall immediately become fully exercisable
and all of the rights and benefits relating thereto shall become fixed and not
subject to change or revocation by the Company. As used herein, a Change of
Control shall be deemed to have occurred if (i) any person within the meaning of
Section 13(d) and 14(d) of the Exchange Act, other than the Company or any
officer or director of the Company, becomes the beneficial owner, within the
meaning of Rule 13d-3 under the Exchange Act, of 20% or more of the combined
voting securities of the Company or (ii) a change of 20% or more in the
composition of the Board of Directors of the Company occurs without the approval
of the majority of said Board of Directors as it exists at the time immediately
preceding such change in composition.

    


    10.      STOCK
ADJUSTMENTS

    


             (a)      In
the event of a stock dividend, stock split, recapitalization, merger in which
the Company is the surviving corporation or other capital adjustment affecting
the outstanding shares of the Common Stock, an appropriate adjustment shall be
made, as determined by the Board of Directors of the Company, to the number of
shares subject to the Plan and the exercise price per share with respect to any
option granted under the Plan.

    


             (b)      In
the event of the complete liquidation of the Company or of  a
reorganization, consolidation or merger in which the Company is not the
surviving corporation, any option granted under the Plan shall continue in full
force and effect unless either (i) the Board of Directors of the Company
modifies such option so  that it is fully exercisable with respect to
the number of shares measured by the then current compensation prior to the
effective date of such transaction or (ii) the surviving corporation issues or
assumes a stock option contemplated by Section 424(a) of the
Code.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    11.      EFFECTIVENESS
OF THE PLAN

    


             The
Plan has been adopted on April 22, 1998 by resolution of the Board of Directors
of the Company and shall become effective upon the approval by the affirmative
votes of the holders of a majority of the Common Stock present, or represented,
and entitled to vote at a meeting duly held in accordance with the applicable
laws of the State of Delaware.  The Plan as amended and restated
herein became effective following its adoption by the Board and its approval by
the Company’s stockholders on the date of the 2008 Annual Meeting of
Stockholders.

    


    12.      AMENDMENT
OF THE PLAN

    


             The
Board may at any time alter, amend, suspend or terminate the Plan in whole or in
part, provided, however, that (i) no alteration, amendment, suspension or
termination shall adversely affect the rights of an employee with respect to any
outstanding options granted under the Plan and (ii) any amendment which must be
approved by the stockholders of the Company in order to ensure that all
transactions under the Plan continue to be exempt under Rule 16b-3 under the
Exchange Act or any successor provision or to comply with any rule or regulation
of a governmental authority, applicable securities exchange or Nasdaq National
Market shall not be effective unless and until such stockholder approval has
been obtained in compliance with such rule or regulation.