Exhibit 10.54


 





 


BIOVAIL CORPORATION


 


1993 STOCK OPTION PLAN, AS AMENDED & RESTATED


 


1.                                       PURPOSE:  The purpose of this Stock Option Plan (the “Plan”)
is to attract, retain the services of directors, employees, consultants and
advisors of Biovail Corporation, its subsidiaries and affiliates (the “Corporation”)
who are primarily responsible for the management and profitable growth of its
business and to advance the interests of the Corporation by enabling them to
acquire common shares (the “Shares”) of the Corporation as an additional
incentive for superior performance by such persons.


 


2.                                       ELIGIBILITY:  Options may be granted under the Plan to
directors, senior officers, or to a personal holding corporation controlled by
such persons, officers or employees and consultants of the Corporation, whether
or not they are full or part time employees of the Corporation; provided,
however, that options may be conditionally granted to persons who are
prospective directors or employees of, or consultants or advisors to, the
Corporation, but no such grant shall become, by its terms, effective earlier
than the date as of which the board of directors approves the grant or the date
as of which the Optionee becomes an officer, employee or director of, or
consultant or advisor to (as the case may be), the Corporation.


 


3.                                       ADMINISTRATION:  The Plan shall be administered by the Board
of Directors who shall have full authority to interpret the Plan and to make
such rules and regulations and establish such procedures as they deem appropriate
for the administration of the Plan. A decision of the majority of persons
comprising the Board in respect of any matter hereunder shall be binding and
conclusive for all purposes and upon all persons.


 


4.                                       SHARES SUBJECT
TO THE PLAN:  The total number of shares
which are reserved and set aside for issue under this Plan, and under all other
management options outstanding and employee stock purchase plans, if any, shall
not in the aggregate exceed 1,500,000 common shares. All shares issued pursuant
to the exercise of options granted or deemed to be granted under the Plan will
be so issued as fully paid common shares.


 


5.                                       PARTICIPATION:  Options shall be granted under the Plan only
to directors or senior officers or their personal holding corporation or to
officers, employees, consultants and field personnel of the Corporation (the “Optionee”)
as shall be designated from time to time by the Board of Directors and shall be
subject to the approval of such regulatory authorities as may have
jurisdiction. Approval of the Plan also constitutes shareholders


 

















 


approval
of options that may be granted under the Plan to directors or senior
officers of the Corporation or to their personal holding corporation.


 


6.                                       OPTION
AGREEMENTS:  Each option shall be
evidenced by a written agreement (an “Option Agreement”), containing such terms
and conditions, not inconsistent with the Plan, as the Board of Directors may,
in its discretion, determine. Each Option Agreement shall be executed on behalf
of the Corporation and the Optionee. Option Agreements may differ among
Optionees.


 


7.                                       TERMS AND
CONDITIONS OF OPTIONS:  The terms and
conditions of each option granted under the Plan shall include the following,
as well as such other provisions, not inconsistent with the Plan, as may be
deemed advisable by the Board of Directors:


 


(a)                                  Number of
Shares:  The number of Shares subject to
the option.


 


(b)                                 Option
Price:  The option price of any shares in
respect of which an option may be granted under the Plan shall be fixed by
the Board of Directors but shall not be less than the fair market value of the
shares at the time the option is granted, less an amount up to the maximum
discount allowed by regulatory authorities or stock exchanges having
jurisdiction as may be determined by the Board of Directors. For the
purpose of this paragraph, “fair market value” shall be deemed to be the
closing market price at which the shares are traded on the Toronto Stock
Exchange on the day prior to the date the option is granted, or if not so
traded, the average between the closing bid and ask prices thereof as reported
for that day.


 


(c)                                  Payment:  The full purchase price payable under the
option shall be paid in cash, certified funds upon the exercise hereof. A
holder of an option shall have none of the rights of a shareholder until the
shares are issued.


 


(d)                                 Term of Option:
Options may be granted under this Plan over a period not exceeding ten (10) years.
Each option shall be subject to earlier termination as provided in subparagraph
(f) of this paragraph 7.


 


(e)                                  Accelerated
Vesting:  Provided that an Optionee has
been employed by the Corporation or a subsidiary for at least ten (10) consecutive
years, on the date that the sum of Optionee’s age and the Optionee’s years of
service with the Corporation or a subsidiary equals “70”, all of the unvested
stock options held by such Optionee shall immediately vest and become
exercisable pursuant to the others terms of the Plan. Subject to paragraph 8,
any stock options held by such Optionee shall not terminate on cessation of
employment but shall expire on the earlier of the term of such options and one
year following the cessation of the Optionee’s employment with the Corporation
or its subsidiary.


 


(f)                                    Exercise of
Option:  Subject to the provisions of
subparagraph (f) of this paragraph 7, no option may be exercised
unless the Optionee is then a director,


 

















 


senior officer, officer,
employee, consultant and advisor of the Corporation. This Plan shall not confer
upon the Optionee any right with respect to continuation of employment by the
Corporation. Absence on leave approved by an officer of the Corporation
authorized to give such approval shall not be considered an interruption of
employment for any purpose of the Plan. Subject to the provisions of the Plan,
an option may be exercised from time to time by delivery to the
Corporation at Toronto of written notice of exercise specifying the number of
shares with respect to which the option is being exercised and accompanied by
payment in full of the purpose price of the shares then being purchased.


 


(g)                                 Termination of
Options: Any option granted pursuant hereto, to the extent not validly
exercised, will terminate on the date of expiration specified in the option
agreement, being not more than ten (10) years after the date upon which
the option was granted.


 


(h)                                 Nontransferability
of Stock Option: No option shall be transferable, except to a personal holding
corporation of the Optionee, by the Optionee other than by will or the laws of
descent and distribution and such option shall be exercisable during the
lifetime of the Optionee.


 


(i)                                     Applicable Laws
or Regulations: The Corporation’s obligation to sell and deliver shares under
each option is subject to such compliance by the Corporation and any Optionee
as the Corporation deems necessary or advisable with all laws, rules and
regulations of Canada and any provinces and/or territories thereof applying to
the authorization, issuance, listing or sale of securities and is also subject
to the acceptance for listing of the shares which may be issued upon the
exercise thereof by each stock exchange upon which shares of the Corporation
are then listed for trading.


 


8.                                       TERMINATION OF
EMPLOYMENT, DISABILITY AND DEATH: The Board of Directors may determine the
period or periods of time during which an Optionee may exercise an option
following (i) the termination by the Corporation, with or without cause,
of the Optionee’s employment or other relationship with the Corporation, (ii) the
termination by the Optionee of any such relationship with the Corporation, or (iii) the
death or permanent and total disability of the Optionee. Such period or periods
shall be set forth in the Option Agreement evidencing such option.


 


9.                                       ADJUSTMENTS IN
SHARES SUBJECT TO THE PLAN: The aggregate number and kind of shares available
under the Plan and the exercise price thereof shall be appropriately adjusted
in the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, rights offering or any
other change in the corporate structure or shares of the Corporation. In any of
such events, the Board of Directors may determine the adjustments to be
made in the number and kind of shares covered by options theretofore granted or
to be granted and in the option price.


 

















 


10.                                 AMENDMENT AND
TERMINATION OF PLAN: Subject to the approval of the Toronto Stock Exchange or
other regulatory authorities having jurisdiction, the Board of Directors may from
time to time amend or revise the terms of the Plan or may terminate the
Plan at any time provided however that no such action shall, without the
consent of the Optionee, in any manner adversely affect his rights under any
option theretofore granted under the Plan.


 


11.                                 CORPORATE
TRANSACTIONS: In the event the Shares are exchanged for securities, cash or
other property of any other corporation or entity as the result of a
reorganization, merger or consolidation in which the Corporation is not the
surviving corporation, the dissolution or liquidation of the Corporation, or
the sale of all or substantially all the assets of the Corporation, the Board
of Directors or the board of directors of any successor corporation or entity
may, in its discretion, as to outstanding options (a) accelerate the
exercise date or dates of such options pursuant to section 7(e), (b) upon
written notice to the holders thereof, provided the options have been
accelerated pursuant to paragraph (a) above, terminate all such options
prior to consummation of the transaction unless exercised within a prescribed
period, (c) provide for payment of an amount equal to the excess of the
fair market value, as determined by the Board of Directors or such board, over
the Option Price of such shares as of the date of the transaction, in exchange
for the surrender of the right to exercise such options, or (d) provide
for the assumption of such options, or the substitution therefor of new
options, by the successor corporation or entity.


 


12.                                 EFFECTIVE DATE
AND DURATION OF PLAN: Subject to the approval of the shareholders of the
Corporation, the Plan becomes effective on the date of its adoption by the
Board of Directors and options may be granted immediately thereafter. The
Plan shall remain in full force and effect until (i) the tenth anniversary
of the date on which the Plan was adopted by the Board of Directors, (ii) the
tenth anniversary of the date on which the Plan is approved by the shareholders
of the Corporation, or (iii) the date as of which the Board of Directors,
in its sole discretion, determines to terminate the Plan, whichever its the
earlier.