ex10-21998plan.htm


    Exhibit
10.2

    


    PROGENICS
PHARMACEUTICALS, INC.

    NON-QUALIFIED
EMPLOYEE STOCK PURCHASE PLAN

    600,000
Shares

     (as
amended effective June 2, 2008)

    


    1.       PURPOSE

    


             The
purpose of the Non-Qualified Employee Stock Purchase Plan (the "Plan") of
Progenics Pharmaceuticals, Inc. (the "Company") is to provide employees of the
Company with the same equity interest in the Company's success they would have
under the Company's qualified Employee Stock Purchase Plan (the "Qualified
Plan") but for the limitations imposed by Section 423 of the Internal Revenue
Code (the "Code"), which limitations are set forth in Section 4 of the Qualified
Plan.

    


    2.       STOCK
SUBJECT TO THE PLAN

    


             The
Company may issue and sell a total of 600,000 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, no employee shall be granted an option if such
employee (i) is eligible to be granted options under the Qualified Plan and (ii)
is granted options under the Qualified Plan which permit his rights to purchase
stock thereunder to accrue at a rate which is less than $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.  Notwithstanding the foregoing, for any date of grant effective
on or after July 1, 2007, no employee shall be granted an option if, immediately
after the option is granted, such employee 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 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 (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 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) minus (iii) the number of shares subject to an option granted
under the Qualified Plan with the same Date of Grant.

    


             (d)      Exercise. The date of
exercise of each option (the "Date of  Exercise") shall be the date or
dates specified by the Committee in writing prior to the Date of Grant of an
option that occurs during the three-month period starting with the date three
months after the Date of Grant of the option and ending on the Date of
Expiration of the option. Exercise shall not be made with respect to less than
the total number of shares subject to each option and shall 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.  To the extent necessary for
compliance with Section 409A of the Code, any option subject to the requirements
of Section 409A that would otherwise become exercisable upon a Change in Control
shall only become exercisable upon such event to the extent that the
requirements for a “change in control” for purposes of Section 409A have been
satisfied.

    


    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.

    


    13.           409A
COMPLIANCE

    


    To the
extent applicable, it is intended that the Plan and all options granted
hereunder comply with the requirements of Section 409A of the Code, and the Plan
shall be interpreted and applied by the Committee in a manner consistent with
this intent in order to avoid the imposition of any additional tax under Section
409A of the Code. In the event that any provision of the Plan is determined by
the Committee to not comply with the applicable requirements of Section 409A of
the Code, the Committee shall have the authority to take such actions and to
make such interpretations or changes to the Plan as the Committee deems
necessary to comply with such requirements, provided that the Committee shall
act in a manner that is intended to preserve the economic value of the option to
the employee.  Notwithstanding the foregoing or anything elsewhere in
the Plan to the contrary, if an employee is treated as a "specified employee" as
defined in Section 409A of the Code with respect to any payment under the Plan
upon a termination of service of the employee, then solely to the extent
necessary to avoid the imposition of any additional tax under Section 409A of
the Code, such payment shall be deferred until the date that is six months
following the employee's termination of service (or such other period as
required to comply with Section 409A).