Exhibit 10.1


 


DYAX CORP.


 


AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN


 


Section 1.  Purpose


 


The
purpose of the Dyax Corp. 1995 Equity Incentive Plan (the “Plan”) is to attract
and retain key employees and directors and consultants of the Company and its
Affiliates, to provide an incentive for them to assist the Company to achieve
long-range performance goals, and to enable them to participate in the
long-term growth of the Company.


 


Section 2.  Definitions


 


“Affiliate”
means any business entity in which the Company owns directly or indirectly 50%
or more of the total combined voting power or has a significant financial
interest as determined by the Committee.


 


“Award”
means any Option, Stock Appreciation Right, Performance Share, Restricted
Stock, Stock Unit or Other Stock-Based Award awarded under the Plan.


 


“Board”
means the Board of Directors of the Company.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any
successor to such Code.


 


“Committee”
means the Compensation Committee of the Board or such other committee of the
Board appointed by the Board to administer the Plan or a specified portion
thereof; provided, however, that in any instance the Board of Directors may
take away any action delegated to the Committee hereunder.  If a Committee is authorized to grant Awards
to a Reporting Person or a “covered employee” within the meaning of Section 162(m)
of the Code, each member shall be a “Non-Employee Director” or the equivalent
within the meaning of Rule 16b-3 under the Exchange Act or an “outside
director” or the equivalent within the meaning of Section 162(m) of the
Code, respectively.


 


“Common
Stock” or “Stock” means the Common Stock, $0.01 par value, of the Company.


 


“Company”
means Dyax Corp. (formerly named Biotage, Inc.).


 


“Designated
Beneficiary” means the beneficiary designated by a Participant, in a manner
determined by the Committee, to receive amounts due or exercise rights of the
Participant in the event of the Participant’s death.  In the absence of an effective designation by
a Participant, “Designated Beneficiary” shall mean the Participant’s estate.


 


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“Effective
Date” means July 13, 1995.


 


“Fair
Market Value” means, with respect to Common Stock or any other property, the
fair market value of such property as determined by the Committee in good faith
or in the manner established by the Committee from time to time.


 


“Incentive
Stock Option” means an option to purchase shares of Common Stock awarded to a Participant
under Section 6 that is intended to meet the requirements of Section 422
of the Code or any successor provision.


 


“Nonstatutory
Stock Option” means an option to purchase shares of Common Stock awarded to a
Participant under Section 6 that is not intended to be an Incentive Stock
Option.


 


“Option”
means an Incentive Stock Option or a Nonstatutory Stock Option.


 


“Other
Stock-Based Award” means an Award, other than an Option, Stock Appreciation
Right, Performance Share, Restricted Stock or Stock Unit, having a Common Stock
element and awarded to a Participant under Section 11.


 


“Participant”
means a person selected by the Committee to receive an Award under the Plan.


 


“Performance
Cycle” or “Cycle” means the period of time selected by the Committee during
which performance is measured for the purpose of determining the extent to
which an award of Performance Shares has been earned.


 


“Performance
Shares” mean shares of Common Stock, which may be earned by the achievement of
performance goals, awarded to a Participant under Section 8.


 


“Reporting
Person” means a person subject to Section 16 of the Securities Exchange
Act of 1934 or any successor provision.


 


“Restricted
Period” means the period of time selected by the Committee during which an
Award may be forfeited to the Company pursuant to the terms and conditions of
such Award.


 


“Restricted
Stock” means shares of Common Stock subject to forfeiture awarded to a
Participant under Section 9.


 


“Stock
Appreciation Right” or “SAR” means a right to receive any excess in value of
shares of Common Stock over the exercise price awarded to a Participant under Section 7.


 


“Stock
Unit” means an award of Common Stock or units that are valued in whole or in
part by reference to, or otherwise based on, the value of Common Stock, awarded
to a Participant under Section 10.


 


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Section 3.  Administration


 


The
Plan shall be administered by the Committee; provided, however, that in any
instance the Board of Directors may take any action delegated hereunder to the
Committee.  The Committee shall have
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing the operation of the Plan as it shall from time to time
consider advisable, and to interpret the provisions of the Plan.  The Committee’s decisions shall be final and
binding.  To the extent permitted by
applicable law, the Committee may delegate to one or more executive officers of
the Company the power to make Awards to Participants who are not Reporting
Persons or covered employees and all determinations under the Plan with respect
thereto, provided that the Committee shall fix the maximum amount of such
Awards for all such Participants and a maximum for any one Participant.


 


Section 4.  Eligibility


 


All
employees and, in the case of Awards other than Incentive Stock Options,
directors and consultants of the Company or any Affiliate, capable of
contributing significantly to the successful performance of the Company, other
than a person who has irrevocably elected not to be eligible, are eligible to
be Participants in the Plan.  Incentive
Stock Options may be awarded only to persons eligible to receive such Options
under the Code.


 


Section 5.  Stock Available for Awards


 


(a)                                  Subject to adjustment
under subsection (c), and after giving effect to the 0.652-for-one reverse
stock split of the Company’s Common Stock affected in March 1998, Awards
may be made under the Plan for up to Six Million Five Hundred Thousand
(6,500,000) shares of Common Stock, which number includes shares previously
issued upon exercise of options granted under the Plan, plus the additional
shares described in subsection (b), but in no event more than Ten Million
Two Hundred Fifty Thousand (10,250,000) shares. 
The maximum number of shares of Common Stock subject to Awards that may
be granted to any Participant shall not exceed 225,000 shares in the aggregate
in any calendar year, except that for grants to a new employee during the
calendar year in which his or her service as an employee first commences such
number shall not exceed 450,000 shares, and that both limits are subject to
adjustment under subsection (c).  If
any Award in respect of shares of Common Stock expires or is terminated
unexercised or is forfeited, the shares subject to such Award, to the extent of
such expiration, termination or forfeiture, shall again be available for award
under the Plan.  Common Stock issued
through the assumption or substitution of outstanding grants from an acquired
company shall not reduce the shares available for Awards under the Plan.  Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.


 


(b)                                 As
of January 1 of each year, commencing with the year 2003, the
number of shares of Common Stock available for Awards that may be made under
the Plan shall automatically increase by a number equal to the lesser of (i) One
Million Two Hundred Fifty Thousand (1,250,000) shares, (ii) 5% of the
fully diluted outstanding shares of Common Stock of the Company on such date or
(iii) such lesser amount as may be determined by resolution of the Board
at any date before or within ninety (90) days after January 1 of the
respective year.  The number of shares
set forth in clause (ii) of the preceding sentence, as well as any number
of


 


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shares determined in
accordance with the preceding sentence, shall be subject to adjustment under
subsection (c).


 


(c)                                  In the event that the
Committee determines that any stock dividend, extraordinary cash dividend,
creation of a class of equity securities, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, exchange of shares,
warrants or rights offering to purchase Common Stock at a price substantially
below fair market value, or other similar transaction affects the Common Stock
such that an adjustment is required in order to preserve the benefits or
potential benefits intended to be made available under the Plan, then the Committee
(subject, in the case of Incentive Stock Options, to any limitation required
under the Code) shall equitably adjust any or all of (i) the number and
kind of shares in respect of which Awards may be made under the Plan, (ii) the
number and kind of shares subject to outstanding Awards, and (iii) the
award, exercise or conversion price with respect to any of the foregoing, and
if considered appropriate, the Committee may make provision for a cash payment
with respect to an outstanding Award, provided that the number of shares
subject to any Award shall always be a whole number.


 


Section 6.  Stock Options


 


(a)                                  Subject to the
provisions of the Plan, the Committee may award Incentive Stock Options and
Nonstatutory Stock Options and determine the number of shares to be covered by
each Option, the option price therefor and the conditions and limitations
applicable to the exercise of the Option. 
The terms and conditions of Incentive Stock Options shall be subject to
and comply with Section 422 of the Code or any successor provision and any
regulations thereunder.  See subsection (b) below.  No Incentive Stock Option may be granted
hereunder more than ten years after the last date on which the Plan was
approved for purposes of Section 422 of the Code.


 


(b)                                 The Committee shall
establish the option price at the time each Option is awarded, which price
shall not be less than 100% of the Fair Market Value of the Common Stock on the
date of award with respect to Incentive Stock Options.  Nonstatutory Stock Options may be granted at
such prices as the Committee may determine.


 


(c)                                  Each Option shall be
exercisable at such times and subject to such terms and conditions as the
Committee may specify in the applicable Award or thereafter.  The Committee may impose such conditions with
respect to the exercise of Options, including conditions relating to applicable
federal or state securities laws, as it considers necessary or advisable.


 


(d)                                 No shares shall be
delivered pursuant to any exercise of an Option until payment in full of the
option price therefor is received by the Company.  Such payment may be made in whole or in part
in cash or, to the extent permitted by the Committee at or after the award of
the Option, by delivery of a note or shares of Common Stock owned by the
optionee, including Restricted Stock, or by retaining shares otherwise issuable
pursuant to the Option, in each case valued at their Fair Market Value on the
date of delivery or retention, or such other lawful consideration as the
Committee may determine.


 


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(e)                                  The Committee may
provide that, subject to such conditions as it considers appropriate, upon the
delivery or retention of shares to the Company in payment of an Option, the
Participant automatically be awarded an Option for up to the number of shares
so delivered.


 


Section 7.  Stock Appreciation Rights


 


(a)                                  Subject to the
provisions of the Plan, the Committee may award SARs in tandem with an Option
(at or after the award of the Option), or alone and unrelated to an
Option.  SARs in tandem with an Option
shall terminate to the extent that the related Option is exercised, and the
related Option shall terminate to the extent that the tandem SARs are
exercised.  SARs granted in tandem with
Options shall have an exercise price not less than the exercise price of the
related Option.  SARs granted alone and
unrelated to an Option may be granted
at such exercise prices as the Committee may determine.


 


(b)                                 An SAR related to an
Option, which SAR can only be exercised upon or during limited periods
following a change in control of the Company, may entitle the Participant to
receive an amount based upon the highest price paid or offered for Common Stock
in any transaction relating to the change in control or paid during the
thirty-day period immediately preceding the occurrence of the change in control
in any transaction reported in any stock market in which the Common Stock is
usually traded.


 


Section 8.  Performance Shares


 


(a)                                  Subject to the
provisions of the Plan, the Committee may award Performance Shares and
determine the number of such shares for each Performance Cycle and the duration
of each Performance Cycle.  There may be
more than one Performance Cycle in existence at any one time, and the duration
of Performance Cycles may differ from each other.  The payment value of Performance Shares shall
be equal to the Fair Market Value of the Common Stock on the date the
Performance Shares are earned or, in the discretion of the Committee, on the
date the Committee determines that the Performance Shares have been earned.


 


(b)                                 The Committee shall
establish performance goals for each Cycle, for the purpose of determining the
extent to which Performance Shares awarded for such Cycle are earned, on the
basis of such criteria and to accomplish such objectives as the Committee may
from time to time select.  During any
Cycle, the Committee may adjust the performance goals for such Cycle as it
deems equitable in recognition of unusual or non-recurring events affecting the
Company, changes in applicable tax laws or accounting principles, or such other
factors as the Committee may determine.


 


(c)                                  As soon as
practicable after the end of a Performance Cycle, the Committee shall determine
the number of Performance Shares that have been earned on the basis of
performance in relation to the established performance goals.  The payment values of earned Performance
Shares shall be distributed to the Participant or, if the Participant has died,
to the Participant’s Designated Beneficiary, as soon as practicable
thereafter.  The Committee shall
determine, at or after the time of award, whether payment values will be
settled in whole or in part in cash or other property, including Common Stock
or Awards.


 


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Section 9.  Restricted Stock


 


(a)                                  Subject to the
provisions of the Plan, the Committee may award shares of Restricted Stock and
determine the duration of the Restricted Period during which, and the
conditions under which, the shares may be forfeited to the Company and the
other terms and conditions of such Awards. 
Shares of Restricted Stock may be issued for no cash consideration or
such minimum consideration as may be required by applicable law.


 


(b)                                 Shares of Restricted
Stock may not be sold, assigned, transferred, pledged or otherwise encumbered,
except as permitted by the Committee, during the Restricted Period.  Shares of Restricted Stock shall be evidenced
in such manner as the Committee may determine. 
Any certificates issued in respect of shares of Restricted Stock shall
be registered in the name of the Participant and unless otherwise determined by
the Committee, deposited by the Participant, together with a stock power
endorsed in blank, with the Company.  At
the expiration of the Restricted Period, the Company shall deliver such
certificates to the Participant or if the Participant has died, to the
Participant’s Designated Beneficiary.


 


Section 10.  Stock Units


 


(a)                                  Subject to the
provisions of the Plan, the Committee may award Stock Units subject to such
terms, restrictions, conditions, performance criteria, vesting requirements and
payment rules as the Committee shall determine.


 


(b)                                 Shares of Common Stock
awarded in connection with a Stock Unit Award shall be issued for no cash consideration
or such minimum consideration as may be required by applicable law.


 


Section 11.                                      Other
Stock-Based Awards


 


(a)                                  Subject to the
provisions of the Plan, the Committee may make other awards of Common Stock and
other awards that are valued in whole or in part by reference to, or are
otherwise based on, Common Stock, including without limitation convertible
preferred stock, convertible debentures, exchangeable securities and Common
Stock awards or options.  Other
Stock-Based Awards may be granted either alone or in tandem with other Awards
granted under the Plan and/or cash awards made outside of the Plan.


 


(b)                                 The Committee may
establish performance goals, which may be based on performance goals related to
book value, subsidiary performance or such other criteria as the Committee may
determine, Restricted Periods, Performance Cycles, conversion prices,
maturities and security, if any, for any Other Stock-Based Award.  Other Stock-Based Awards may be sold to Participants
at the face value thereof or any discount therefrom or awarded for no
consideration or such minimum consideration as may be required by applicable
law.


 


Section 12.  General Provisions Applicable to Awards


 


(a)                                  Documentation.  Each Award under the Plan shall be evidenced
by a writing delivered to the Participant specifying the terms and conditions
thereof and containing such other terms and conditions not inconsistent with
the provisions of the Plan as the Committee considers


 


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necessary or advisable to
achieve the purposes of the Plan or to comply with applicable tax and
regulatory laws and accounting principles.


 


(b)                                 Committee
Discretion.  Each type of Award may
be made alone, in addition to or in relation to any other type of Award.  The terms of each type of Award need not be
identical, and the Committee need not treat Participants uniformly.  Except as otherwise provided by the Plan or a
particular Award, any determination with respect to an Award may be made by the
Committee at the time of award or at any time thereafter.


 


(c)                                  Settlement.  The Committee shall determine whether Awards
are settled in whole or in part in cash, Common Stock, other securities of the
Company, Awards or other property. The Committee may permit a Participant to
defer all or any portion of a payment under the Plan, including the crediting
of interest on deferred amounts denominated in cash and dividend equivalents on
amounts denominated in Common Stock.


 


(d)                                 Dividends
and Cash Awards.  In the discretion
of the Committee, any Award under the Plan may provide the Participant with (i) dividends
or dividend equivalents payable currently or deferred with or without interest,
and (ii) cash payments in lieu of or in addition to an Award.


 


(e)                                  Termination
of Employment.  The Committee shall
determine the effect on an Award of the disability, death, retirement or other
termination of employment of a Participant and the extent to which, and the
period during which, the Participant’s legal representative, guardian or
Designated Beneficiary may receive payment of an Award or exercise rights
thereunder.


 


(f)                                    Change
in Control.  In order to preserve a
Participant’s rights under an Award in the event of a change in control of the
Company (as defined by the Committee), the Committee in its discretion may, at
the time an Award is made or at any time thereafter, take one or more of the
following actions: (i) provide for the acceleration of any time period
relating to the exercise or realization of the Award, (ii) provide for the
purchase of the Award upon the Participant’s request for an amount of cash or
other property that could have been received upon the exercise or realization
of the Award had the Award been currently exercisable or payable, (iii) adjust
the terms of the Award in a manner determined by the Committee to reflect the
change in control, (iv) cause the Award to be assumed, or new rights
substituted therefor, by another entity, or (v) make such other provision
as the Committee may consider equitable and in the best interests of the
Company.


 


(g)                                 Loans.  The Committee may authorize the making of
loans or cash payments to Participants in connection with any Award under the
Plan, which loans may be secured by any security, including Common Stock,
underlying or related to such Award (provided that such Loan shall not exceed
the Fair Market Value of the security subject to such Award), and which may be
forgiven upon such terms and conditions as the Committee may establish at the
time of such loan or at any time thereafter.


 


(h)                                 Withholding
Taxes.  The Participant shall pay to
the Company, or make provision satisfactory to the Committee for payment of,
any taxes required by law to be withheld in respect


 


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of Awards under the Plan no
later than the date of the event creating the tax liability.  In the Committee’s discretion, such tax
obligations may be paid in whole or in part in shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value on the date of delivery.  The Company and its Affiliates may, to the
extent permitted by law, deduct any such tax obligations from any payment of
any kind otherwise due to the Participant.


 


(i)                                     Foreign
Nationals.  Awards may be made to
Participants who are foreign nationals or employed outside the United States on
such terms and conditions different from those specified in the Plan as the
Committee considers necessary or advisable to achieve the purposes of the Plan
or to comply with applicable laws.


 


(j)                                     Amendment
of Award.  The Committee may amend,
modify or terminate any outstanding Award, including substituting therefor
another Award of the same or a different type, changing the date of exercise or
realization and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant’s consent to such action shall be
required unless the Committee determines that the action, taking into account
any related action, would not materially and adversely affect the Participant.


 


Section 13.  Miscellaneous


 


(a)                                  No
Right To Employment.  No person shall
have any claim or right to be granted an Award, and the grant of an Award shall
not be construed as giving a Participant the right to continued
employment.  The Company expressly
reserves the right at any time to dismiss a Participant free from any liability
or claim under the Plan, except as expressly provided in the applicable Award.


 


(b)                                 No
Rights As Stockholder.  Subject to
the provisions of the applicable Award, no Participant or Designated
Beneficiary shall have any rights as a stockholder with respect to any shares
of Common Stock to be distributed under the Plan until he or she becomes the
holder thereof.  A Participant to whom
Common Stock is awarded shall be considered the holder of the Stock at the time
of the Award except as otherwise provided in the applicable Award.


 


(c)                                  Effective
Date.  Subject to the approval of the
stockholders of the Company, the Plan shall be effective on the Effective
Date.  Before such approval, Awards may
be made under the Plan expressly subject to such approval.


 


(d)                                 Amendment
of Plan.  The Committee may amend,
suspend or terminate the Plan or any portion thereof at any time, subject to
any stockholder approval that the Committee determines to be necessary or
advisable.


 


(e)                                  Governing
Law.  The provisions of the Plan
shall be governed by and interpreted in accordance with the laws of the State
of Delaware.


 


This Plan
was approved by the Board of Directors on July 13, 1995.


 


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This Plan
was approved by the stockholders on August 8, 1995.


 


This Plan
was amended by the Board of Directors on October 17, 1996, and such
amendment was approved by the stockholders effective as of October 23, 1996.


 


This Plan
was further amended by the Board of Directors on October 22, 1997 and on January 28,
1998, and such amendments were approved by the stockholders effective as of March 23,
1998.


 


This Plan
was further amended by the Board of Directors on August 13, 1998, and such
amendment was approved by the stockholders effective as of August 28,
1998.


 


This Plan
was further amended by the Board of Directors on August 5, 1999, and such
amendment was approved by the stockholders effective as of October 29, 1999.


 


This Plan
was further amended by the Board of Directors on March 16, 2000, and such
amendment was approved by the stockholders effective as of March 20, 2000.


 


This Plan
was further amended by the Board of Directors on October 26, 2001.


 


This Plan
was further amended by the Board of Directors on February 7, 2002, and
such amendment was approved by the stockholders effective as of May 16,
2002.


 


This Plan
was further amended by the Board of Directors on March 2, 2005, and such
amendment was approved by the stockholders effective as of May 19, 2005.


 


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