exv10w5



 






Exhibit 10.5




IOMAI CORPORATION

2006 EMPLOYEE STOCK PURCHASE PLAN




Section 1.       Purpose of Plan




     The Iomai Corporation 2006 Employee Stock Purchase Plan (the “Plan”) is intended to enable
eligible employees of Iomai Corporation (“Iomai”) and such of its Subsidiaries as the Board of
Directors of Iomai (the “Board”) may from time to time designate (Iomai and such Subsidiaries being
hereinafter referred to as the “Company”) to use payroll deductions to purchase shares of common
stock, $.01 par value of Iomai (such common stock being hereafter referred to as “Stock”), and
thereby acquire an interest in the future of Iomai. For purposes of the Plan, a “Subsidiary” is any
corporation that would be treated as a subsidiary of Iomai under §424(f) of the Internal Revenue
Code of 1986, as amended (the “Code”). The Plan is intended to qualify under Code §423 and to be
exempt from the application and requirements of Code §409A, and is to be construed accordingly.



Section 2.       Options to Purchase Stock




     Subject to adjustment pursuant to Section 16 of this Plan, the maximum aggregate number of
shares of Stock available for sale pursuant to the exercise of options (“Options”) granted under
the Plan to employees of the Company (“Employees”) who meet the eligibility requirements set forth
in Section 3 hereof (“Eligible Employees”) is 80,000 shares. The Stock to be delivered upon
exercise of Options under the Plan may be either shares of authorized but unissued Stock or shares
of reacquired Stock, as the Board may determine. If any Option granted under the Plan shall expire
or terminate for any reason without having been exercised in full or shall cease for any reason to
be exercisable in whole or in part, the unpurchased Stock subject to such Option shall again be
available for sale pursuant to the exercise of Options under the Plan.



Section 3.       Eligible Employees




     Subject to the exceptions and limitations set forth below, each Employee will be eligible to
participate in the Plan.




	 	 	      (a)   Any Employee who immediately after the grant of an Option would own (or pursuant to
Code §423(b)(3) would be deemed to own) stock possessing 5% or more of the total combined
voting power or value of all classes of stock of the employer corporation or of its parent
or subsidiary corporation, as defined in Code §424, will not be eligible to receive an
Option to purchase Stock pursuant to the Plan.
	 
	 	 	      (b)   No Employee will be granted an Option under the Plan that would permit his or her
rights to purchase shares of stock under all employee stock purchase plans of Iomai and its
parent and subsidiary corporations (as determined under Code §424) to accrue at a rate which
exceeds $25,000 in fair market value of such stock (determined at the time the Option is
granted) for each calendar year during which any such Option granted to such Employee is
outstanding at any time, as provided in Code §423.












 











Section 4.       Method of Participation




     The “Option Periods” shall be consecutive periods of approximately six months ending on the
third Saturday in February and August of each year, respectively, with the next Option Period
beginning on the Sunday immediately following the last day of the Option Period just ended. The
first such Option Period to begin after the effective date hereof shall begin on February 19, 2006
and ends on August 19, 2006. Except as provided in Section 11, each person who will be an Eligible
Employee on the first day of any Option Period may elect to participate in the Plan for such Option
Period by executing and delivering, by such deadline prior to such first day as the Board may
specify (the “Enrollment Deadline”), a payroll deduction authorization in accordance with Section
5. Such Employee will thereby become a participant (“Participant”) on the first day of such Option
Period and will remain a Participant until his or her participation is terminated as provided in
the Plan.



     Notwithstanding the foregoing, the following special rules will apply for the first Option
Period: (i) Except as provided in Section 11, each person who is an Eligible Employee for such
Option Period will automatically be deemed a Participant, and (ii) no payroll deduction
authorizations will be solicited or accepted prior to the first Option Period. A Participant who
wishes to exercise his or her Option for such Option Period may pay the exercise price by check
acceptable to the Board; provided, that after the filing of a Form S-8 registration statement
during the first Option Period, each Participant, by entering into a payroll deduction
authorization (as described at Section 5 below) with respect to the remainder of the Option Period,
may instead elect to pay the exercise price with the payroll deductions accumulated by such means,
or with a combination of such payroll deductions and check.



Section 5.       Payroll Deduction




     Each payroll deduction authorization will request withholding at a whole percentage, not less
than 2% nor more than 20%, of Compensation per payroll period. Withholding will be accomplished by
means of payroll deductions from payroll dates occurring in the Option Period. For purposes of the
Plan, “Compensation” means all compensation paid to the Participant by the Company and currently
includible in his or her income, including bonuses, commissions and other amounts includible in the
definition of compensation provided in Code §415 and the Treasury Regulations promulgated
thereunder, but not including payments under stock option plans and other employee benefit plans or
any other amounts excluded from the definition of compensation provided in Code §415 and the
Treasury Regulations promulgated thereunder. A payroll deduction authorization will remain in
effect for subsequent Option Periods until it is changed or revoked in accordance with this Section
5 or Section 11, as the case may be. A Participant may change his or her withholding rate for
subsequent Option Periods by filing a new payroll deduction authorization with the Company on or
before the Enrollment Deadline for the Option Period for which the change is to be effective. All
amounts withheld in accordance with a Participant’s payroll deduction authorization will be
credited to a withholding account maintained in the Participant’s name on the books of the Company.
Amounts credited to the withholding account will not be required to be set aside in trust or
otherwise segregated from the Company’s general assets.



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Section 6.       Grant of Options




     Each person who is a Participant on the first day of an Option Period will be granted, as of
such day and for such Period, an Option entitling the Participant to acquire shares of Stock equal
in number to the lesser of (a) or (b), where:




	 	 	      (a)   is the lesser of (i) the whole number (disregarding any fractional share amount)
determined by dividing $12,500 by the fair market value of one share of Stock on the first
day of the Option Period and (ii) the whole number (disregarding any fractional share
amount) determined by dividing (A) the balance credited to the Participant’s withholding
account on the last day of the Option Period, by (B) the purchase price per share of the
Stock determined under Section 7; and
	 
	 	 	      (b)   is 2,000.





     The Board will reduce, on a substantially proportionate basis, the number of shares of Stock
purchasable by each Participant upon exercise of his or her Option for an Option Period in the
event that the number of shares then available under the Plan is insufficient. Option grants under
this Section 6 will be automatic.



Section 7.       Purchase Price




     The purchase price of Stock issued pursuant to the exercise of an Option will be 85% of the
lesser of (i) the fair market value of the Stock on the date on which the Option is deemed
exercised pursuant to Section 8 or (ii) the fair market value of the Stock on the date on which the
Option was granted pursuant to Section 6. If the shares of Stock are traded on a national exchange
or trading system (including the Nasdaq National Market), the fair market value for any day will
mean the reported closing price of the Stock for such day; provided, that if such day is not a
trading day, fair market value will mean the reported closing price of the Stock for the next
preceding day which is a trading day. If the shares of Stock are not traded on an exchange or
trading system, the fair market value of such Stock on such date will be established in a manner
determined in good faith by the Board.



Section 8.       Exercise of Options




     If any Employee is a Participant in the Plan on the last day of an Option Period, he or she
will be deemed to have exercised the Option granted to him or her for that Period. Upon such
exercise, the Company will apply the balance of the Participant’s withholding account to the
purchase of the number of whole shares of Stock determined under Section 6 and as soon as
practicable thereafter will evidence the transfer of shares or will deliver the shares to the
Participant and will return to him or her the balance, if any, of his or her withholding account in
excess of the total purchase price of the shares so issued; provided, that if the balance left in
the account consists solely of an amount equal to the value of a fractional share it will be
retained in the Account and carried over to the next Period.



     Notwithstanding anything herein to the contrary, the Company’s obligation to issue and deliver
shares of Stock under the Plan will be subject to the approval required of any governmental
authority in connection with the authorization, issuance, sale or transfer of said



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     shares, to any
requirements of any national securities exchange applicable thereto, and to compliance by Iomai
with other applicable legal requirements in effect from time to time.



Section 9.       Interest




     No interest will be payable on withholding accounts.



Section 10.       Taxes




     Payroll deductions are made on an after-tax basis. If the Company determines that the exercise
of an Option or the disposition of shares following the exercise of an Option could result in
employment tax liability, the Company will, as a condition of exercise, make such provision as it
deems necessary to provide for the remittance by the Participant of employment taxes required to be
paid in connection with such exercise or disposition of shares.



Section 11.       Cancellation and Withdrawal




     A Participant who holds an Option under the Plan may at any time prior to exercise thereof
under Section 8 cancel all (but not less than all) of his or her Option by written notice delivered
to the Company. Upon such cancellation, the balance in the Participant’s withholding account will
be returned to the Participant.



     A Participant may terminate his or her payroll deduction authorization as of any date by
written notice delivered to the Company and will thereby cease to be a Participant as of such date.
Any Participant who voluntarily terminates his or her payroll deduction authorization prior to the
last day of an Option Period will be deemed to have canceled his or her Option.



     A Participant who makes a hardship withdrawal from a Company savings plan qualifying under
Code §401(k) (a “401(k) Plan”) will be deemed to have terminated his or her payroll deduction
authorization as of the date of such hardship withdrawal, will cease to be a Participant as of such
date, and will be deemed to have canceled his or her Option. An Employee who has made a hardship
withdrawal from a 401(k) Plan will not be permitted to participate in the Plan until the first
Option Period that begins at least six months after the date of his or her hardship withdrawal.



Section 12.       Termination of Employment; Death of Participant




     Upon the termination of a Participant’s employment with the Company for any reason or the
death of a Participant during an Option Period, the Participant will cease to be a Participant, any
Option held by him or her under the Plan will be deemed canceled, the balance of his or her
withholding account will be returned to the Participant (or his or her estate or designated
beneficiary in the event of the Participant’s death), and he or she will have no further rights
under the Plan.



Section 13.       Equal Rights; Participant’s Rights Not Transferable




     All Participants granted Options under the Plan with respect to any Option Period will have
the same rights and privileges. Each Participant’s rights and privileges under any Option



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granted
under the Plan will be exercisable during the Participant’s lifetime only by him or her and except
as provided in Section 12 above may not be sold, pledged, assigned, or transferred in any manner.
In the event any Participant violates or attempts to violate the terms of this Section, any Options
held by him or her may be terminated by the Company and, upon return to the Participant of the
balance of his or her withholding account, all of the Participant’s rights under the Plan will
terminate.



Section 14.       Employment Rights




     Nothing contained in the provisions of the Plan will be construed as giving to any Employee
the right to be retained in the employ of the Company or as interfering with the right of the
Company to discharge any Employee at any time.



Section 15.       Change in Capitalization, Merger




     In the event of any change in the outstanding Stock of Iomai by reason of a stock dividend,
split-up, recapitalization, merger, consolidation, reorganization, or other capital change, the
aggregate number and type of shares available under the Plan, the number and type of shares under
Options granted but not exercised, the maximum number and type of shares purchasable under an
Option, and the Option price will be appropriately adjusted.



     In the event of a sale of all or substantially all of the Stock or a sale of all or
substantially all of the assets of Iomai, or a merger or similar transaction in which the Iomai is
not the surviving corporation or which results in the acquisition of Iomai by another person, the
Board will (a) if Iomai is merged with or acquired by another corporation, provide that each
outstanding Option will be assumed or a substitute Option granted by the acquiror or successor
corporation or a parent or subsidiary of the acquiror or successor corporation, (b) cancel each
Option and return the balances in Participants’ withholding accounts to the Participants, or (c)
pursuant to Section 18, end the Option Period on or before the date of the proposed sale or merger.



Section 16.       Administration of Plan




     The Plan will be administered by the Board, which will have the right to determine any
questions which may arise regarding the interpretation and application of the provisions of the
Plan and to make, administer, and interpret such rules and regulations as it will deem necessary or
advisable. References in the Plan to the Board will include any committee of the Board assigned
responsibility for administering the Plan and any delegates of the Board or such Board committee to
the extent of any delegation by the Board or such committee to such delegates of administrative
responsibilities hereunder.



     The Board may specify the manner in which employees are to provide notices and payroll
deduction authorizations. Notwithstanding any requirement of “written notice” herein, the Board may
permit employees to provide notices and payroll deduction authorizations electronically.



Section 17.       Amendment and Termination of Plan




     Iomai reserves the right at any time or times to amend the Plan to any extent and in any
manner it may deem advisable, by vote of the Board; provided, that any amendment that would



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be
treated as the adoption of a new plan for purposes of Code §423 and the regulations thereunder will
have no force or effect unless approved by the shareholders of Iomai within twelve months before or
after its adoption.



     The Plan may be suspended or terminated at any time by the Board. In connection therewith, the
Board may provide that outstanding Options will be exercisable either at the end of the applicable
Option Period as determined under Section 4 above or on such earlier date as the Board may specify
(in which case such earlier date will be treated as the last day of the applicable Option Period).



Section 18.       Approval of Shareholders




     The Plan was approved by the shareholders of Iomai on [November ___], 2005, which was within
twelve months after the date the Plan was adopted by the Board.



Section 19.       Information Regarding Disqualifying Dispositions




     By electing to participate in the Plan, each Participant agrees to provide any information
about any transfer of Stock acquired under the Plan that occurs within two years after the first
business day of the Option Period in which such Stock was acquired as may be requested by the
Company or any subsidiary corporation in order to assist it in complying with the tax laws.




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