exv10w3



 










Exhibit 10.3



CLINICAL DATA, INC.


1991 DIRECTORS’ STOCK OPTION PLAN


1. Purpose.


The purpose of this 1991 Directors’ Stock Option Plan (the "Plan") of
Clinical Data, Inc. (the "Company") is to promote the recruiting and retention
of highly qualified directors and to strengthen the commonality of interest between
directors and shareholders. Except where the context otherwise requires, the term
"Company" shall include the parent and all present and future subsidiaries of
the Company as defined in Sections 425(e) and 425(f) of the Internal Revenue Code of 1986,
as amended or replaced from time to time (the "Code").


2. Type of Options and Administration.


(a) Types of Options. Options granted pursuant to the Plan shall be authorized
by action of the Board of Directors of the Company and may be either incentive stock
options ("Incentive Stock Options") meeting the requirements of Section 422A of
the Code or non-statutory options which are not intended to meet the requirements of
Section 422A of the Code.


(b) Administration. The Plan will be administered by the Board of Directors of
the Company, whose construction and interpretation of the terms and provisions of the Plan
shall be final and conclusive. The Board of Directors may in its sole discretion grant
options to purchase shares of the Company’s common stock, $.01 par value per share
("Common Stock"), and issue shares upon exercise of such options as provided in
the Plan. The Board shall have authority, subject to the express provisions of the Plan,
to construe the respective option agreements and the Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan, to determine the terms and provisions of the
respective option agreements, which need not be identical, and to make all other
determinations in the judgment of the Board of Directors necessary or desirable or the
administration of the Plan. The Board of Directors may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any option agreement in the
manner and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency. No director shall be liable for any
action or determination made in good faith.


3. Eligibility.


Directors of the Company (who may also be employees of the Company) shall be eligible
to be granted options under the Plan; provided, that Incentive Stock Options may be
granted only to persons who are eligible to receive such options under Section 422A of the
Code. A person who has been granted an option may, if he or she is otherwise eligible, be
granted an additional option or options if the Board of Directors shall so determine.


4. Stock Subject to Plan.


Subject to adjustment as provided in Section 15 below, the maximum number of shares of
Common Stock of the Company which may be issued and sold under the Plan is 40,000 shares.
If an option granted under the Plan shall expire or terminate for any reason without
having been exercised in full, the unpurchased shares subject to such option shall again
be available for subsequent option grants under the Plan. If shares issued upon exercise
of an option under the Plan are tendered to the Company in payment of the exercise price
of an option granted under the Plan, such tendered shares shall again be available for
subsequent option grants under the Plan; provided, that in no event shall the total number
of shares issued pursuant to the exercise of Incentive Stock Options under the Plan, on a
cumulative basis, exceed the maximum number of shares authorized for issuance under the
Plan exclusive of shares made available for issuance pursuant to this sentence.


5. Forms of Option Agreements.


As a condition to the grant of an option under the Plan, each recipient of an option
shall execute an option agreement in such form not inconsistent with the Plan as may be
approved by the Board of Directors. Such option agreements may differ among recipients.


6. Purchase Price.


(a) General. The purchase price per share of stock deliverable upon the exercise
of an option shall be determined by the Board of Directors, provided, however,
that in the case of an Incentive Stock Option, the exercise price shall not be less than
the fair market value of such stock, as determined by the Board of Directors, at the time
of grant of such option, or less than 110% of such fair market value in the case of
options described in Section 11(b).


(b) Payment of Purchase Price. Options granted under the Plan may provide for
the payment of the exercise price by delivery of cash or a check to the order of the
Company in an amount equal to the exercise price of such options, or, to the extent
provided in the applicable option agreement, (i) by delivery to the Company of shares of
Common Stock of the Company already owned by the optionee and having a fair market value
equal in amount to the exercise price of the options being exercised, (ii) by any other
means which the Board of Directors determines are consistent with the purpose of the Plan
and with applicable laws and regulations (including, without limitation, the provisions of
Regulation T promulgated by the Federal Reserve Board) or (iii) by any combination of such
methods of payment. The fair market value of any shares of the Company’s Common Stock
which may be delivered upon exercise of an option shall be determined in such manner as
may be prescribed by the Board of Directors.


7. Option Period.


Each option and all rights thereunder shall expire on such date as shall be set forth
in the applicable option agreement, except that such date, in the case of an Incentive
Stock Option, shall in no case be later than ten years after the date on which the option
is granted.


8. Exercise of Options.


Each option granted under the Plan shall be exercisable either in full or in
installments at such time or times and during such period as shall be set forth in the
agreement evidencing such option, subject to the provisions of the Plan.


9. Nontransferability of Options.


Incentive Stock Options granted under the Plan shall not be assignable or transferable
by the person to whom they are granted, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the life of the optionee,
shall be exercisable only by the optionee.


10. Effect of Termination of Employment or Other Relationship.


The Board of Directors shall determine the period of time during which an optionee may
exercise an option following (i) the termination of the optionee’s employment or
other relationship with the Company or (ii) the death or disability of the optionee. Such
periods shall be set forth in the agreement evidencing such option.


11. Incentive Stock Options.


Options granted under the Plan which are intended to be Incentive Stock Options shall
be subject to the following additional terms and conditions:


(a) Express Designation. All Incentive Stock Options granted under the Plan
shall, at the time of grant, be specifically designated as such in the option agreement
covering such Incentive Stock Options.


(b) 10% Shareholder. If any employee to whom an Incentive Stock Option is to be
granted under the Plan is, at the time of the grant of such option, the owner of stock
possessing more than 10% of the total combined voting power of all classes of stock of the
Company (after taking into account the attribution of stock ownership rules of Section
425(d) of the Code), then the following special provisions shall be applicable to the
Incentive Stock Option granted to such individual:



  
    (i) The purchase price per share of the Common Stock subject to such Incentive Stock
    Option shall not be less than 110% of the fair market value of one share of Common Stock
    at the time of grant; and

    (ii) The option exercise period shall not exceed five years from the date of grant.

  




(c) Dollar Limitation. For so long as the Code shall so provide, options granted
to any employee under the Plan (and any other incentive stock option plans of the Company)
which are intended to constitute Incentive Stock Options shall not constitute Incentive
Stock Options to the extent that such options, in the aggregate, become exercisable for
the first time in any one calendar year for shares of Common Stock with an aggregate fair
market value (determined as of the respective date or dates of grant) of more than
$100,000.


(d) Termination of Employment, Death or Disability. No Incentive Stock Option
may be exercised unless, at the time of such exercise, the optionee is, and has been
continuously since the date of grant of his or her option, employed by the Company, except
that:



  
    (i) an Incentive Stock Option may be exercised within the period of three months after
    the date the optionee ceases to be an employee of the Company (or within such lesser
    period as may be specified in the applicable option agreement), provided, that the
    agreement with respect to such option may designate a longer exercise period and that the
    exercise after such three-month period shall be treated as the exercise of a non-statutory
    option under the Plan;

    (ii) if the optionee dies while in the employ of the Company, or within three months
    after the optionee ceases to be such an employee, the Incentive Stock Option may be
    exercised by the person to whom it is transferred by will or the laws of descent and
    distribution within the period of one year after the date of death (or within such lesser
    period as may be specified in the applicable option agreement); and

    (iii) if the optionee becomes disabled (within the meaning of Section 22(e)(3) of the
    Code or any successor provision thereto) while in the employ of the Company, the Incentive
    Stock Option may be exercised within the period of one year after the date the optionee
    ceases to be such an employee because of such disability (or within such lesser period as
    may be specified in the applicable option agreement).

  




For all purposes of the Plan and any option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the Income Tax
Regulations (or any successor regulations). Notwithstanding the foregoing provisions, no
Incentive Stock Option may be exercised after its expiration date.


12. Additional Provisions.


(a) Additional Option Provisions. The Board of Directors may, in its sole
discretion, include additional provisions in any option granted under the Plan, including
without limitation restrictions on transfer, repurchase rights, commitments to pay cash
bonuses, to make, arrange for or guaranty loans or to transfer other property to optionees
upon exercise of options, or such other provisions as shall be determined by the Board of
Directors; provided that such additional provisions shall not be
inconsistent with any other term or condition of the Plan.


(b) Acceleration, Extension, Etc. The Board of Directors may, in its sole
discretion, (i) accelerate the date or dates on which all or any particular option or
options granted under the Plan may be exercised or (ii) extend the dates during which all,
or any particular option or options granted under the Plan may be exercised; provided,
however, that no such extension shall be permitted if it would cause the Plan to
fail to comply with Section 422A of the Code.


(c) Change in Control. Notwithstanding any other provision of the Plan and
except as otherwise provided in the relevant option agreement, in the event of a
"Change in Control of the Company" (as defined below), the exercise dates of all
options then outstanding shall be accelerated in full and any restrictions on exercising
outstanding options issued pursuant to the Plan prior to any given date shall terminate.
For purposes of the Plan, a "Change in Control of the Company" shall occur or be
deemed to have occurred only if (i) any "person", as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any corporation owned
directly or indirectly by the stockholders of the Company in substantially the same
proportion as their ownership of stock of the Company), is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the combined voting power of the
Company’s then outstanding securities; (ii) during any period of two consecutive
years ending during the term of the Plan (not including any period prior to the adoption
of the Plan), individuals who at the beginning of such period constitute the Board of
Directors of the Company, and any new director (other than a director designated by a
person who has entered into an agreement with the Company to effect any transaction
described in clause (i), (iii) or (iv) of this Section 12(c)) whose election by the Board
of Directors or nomination for election by the Company’s stockholders was approved by
a vote of at least two-thirds of the directors then still in office who were either
directors at the beginning of the period or whose election or whose nomination for
election was previously so approved (collectively, the "Disinterested
Directors"), cease for any reason to constitute a majority of the Board of Directors;
(iii) the stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than (A) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than 50% of the combined voting power of the voting securities
of the Company or such surviving entity outstanding immediately after such merger or
consolidation or (B) a merger or consolidation effected to implement a recapitalization of
the Company (or similar transaction) in which no "person" (as hereinabove
defined) acquires more than 50% of the combined voting power of the Company’s then
outstanding securities or (C) a merger or consolidation which has been approved by a
majority of the Disinterested Directors; or (iv) the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the sale or disposition by
the Company of all or substantially all of the Company’s assets which, in either
case, has not previously been approved by a majority of the Disinterested Directors.
Notwithstanding the foregoing, the Board of Directors of the Company may, in its sole
discretion, by a resolution adopted by two-thirds of the Disinterested Directors prior to
the occurrence of any of the events otherwise constituting a Change in Control of the
Company, declare that such event will not constitute a Change in Control of the Company
for the purposes of the Plan. If such resolution is adopted, such event shall not
constitute a Change in Control of the Company for any purpose of the Plan.


Notwithstanding any other provision of this Agreement, the foregoing shall not be
applicable to any option the acceleration of which would, taking into account any other
consideration to be received by the optionholder from the Company, constitute an excess
parachute payment as defined in Section 280G of the Code.


13. General Restrictions.


(a) Investment Representations. The Company may require any person to whom an
option is granted, as a condition of exercising such option, to give written assurances in
substance and form satisfactory to the Company to the effect that such person is acquiring
the Common Stock subject to the option for his or her own account for investment and not
with any present intention of selling or otherwise distributing the same, and to such
other effects as the Company deems necessary or appropriate in order to comply with
federal and applicable state securities laws, or with covenants or representations made by
the Company in connection with any public offering of its Common Stock.


(b) Compliance With Securities Laws. Each option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that the listing,
registration or qualification of the shares subject to such option upon any securities
exchange or under any state or federal law, or the consent or approval of any governmental
or regulatory body, or that the disclosure of non-public information or the satisfaction
of any other condition is necessary as a condition of, or in connection with, the issuance
or purchase of shares thereunder, such option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval, or satisfaction of
such condition shall have been effected or obtained on conditions acceptable to the Board
of Directors. Nothing herein shall be deemed to require the Company to apply for or to
obtain such listing, registration or qualification, or to satisfy such condition.


14. Rights as a Shareholder.


The holder of an option shall have no rights as a shareholder with respect to any
shares covered by the option (including, without limitation, any rights to receive
dividends or non-cash distributions with respect to such shares) until the date of issue
of a stock certificate to him or her for such shares. No adjustment shall be made for
dividends or other rights for which the record date is prior to the date such stock
certificate is issued.


15. Adjustment Provisions for Recapitalizations and Related Transactions.


(a) General. If, through or as a result of any merger, consolidation, sale of
all or substantially all of the assets of the Company, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, or other similar
transaction, (i) the outstanding shares of Common Stock are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the Company, or
(ii) additional shares or new or different shares or other securities of the Company or
other non-cash assets are distributed with respect to such shares of Common Stock or other
securities, an appropriate and proportionate adjustment may be made in (x) the maximum
number and kind of shares reserved for issuance under the Plan, (y) the number and kind of
shares or other securities subject to then outstanding options under the Plan, and (z) the
price for each share subject to any then outstanding options under the Plan, without
changing the aggregate purchase price as to which such options remain exercisable,
provided that no adjustment shall be made pursuant to this Section 15 if such adjustment
would cause the Plan to fail to comply with Section 422A of the Code.


(b) Board Authority to Make Adjustments. Any adjustments under this Section 15
will be made by the Board of Directors, whose determination as to what adjustments, if
any, will be made and the extent thereof will be final, binding and conclusive. No
fractional shares will be issued under the Plan on account of any such adjustments.


16. Merger, Consolidation, Asset Sale, Liquidation, etc.


(a) General. In the event of a consolidation or merger or sale of all or
substantially all of the assets of the Company in which outstanding shares of Common Stock
are exchanged for securities, cash or other property of any other corporation or business
entity or in the event of a liquidation of the Company, the Board of Directors of the
Company, or the board of directors of any corporation assuming the obligations of the
Company, may, in its discretion, take any one or more of the following actions, as to
outstanding options: (i) provide that such options shall be assumed, or equivalent options
shall be substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), provided that any such options substituted for Incentive Stock Options
shall meet the requirements of Section 425(a) of the Code, (ii) upon written notice to the
optionees, provide that all unexercised options will terminate immediately prior to the
consummation of such transaction unless exercised by the optionee within a specified
period following the date of such notice, (iii) in the event of a merger under the terms
of which holders of the Common Stock of the Company will receive upon consummation thereof
a cash payment for each share surrendered in the merger (the "Merger Price"),
make or provide for a cash payment to the optionees equal to the difference between (A)
the Merger Price times the number of shares of Common Stock subject to such outstanding
options (to the extent then exercisable at prices not in excess of the Merger Price) and
(B) the aggregate exercise price of all such outstanding options in exchange for the
termination of such options, and (iv) provide that all or any outstanding options shall
become exercisable in full immediately prior to such event.


(b) Substitute Options. The Company may grant options under the Plan in
substitution for options held by directors of another corporation who become directors of
the Company, or a subsidiary of the Company, as the result of a merger or consolidation of
the employing corporation with the Company or a subsidiary of the Company, or as a result
of the acquisition by the Company, or one of its subsidiaries, of property or stock of the
employing corporation. The Company may direct that substitute options be granted on such
terms and conditions as the Board of Directors considers appropriate in the circumstances.


17. No Special Employment Rights or Rights to Continue as a Director.


Nothing contained in the Plan or in any option shall confer upon any optionee any right
with respect to the continuation of his or her employment by the Company or engagement as
a director of the Company.


18. Other Employee Benefits.


The amount of any compensation deemed to be received, by an employee as a result of the
exercise of an option or the sale of shares received upon such exercise will not
constitute compensation with respect to which any other employee benefits of such employee
are determined, including, without limitation, benefits under any bonus, pension,
profit-sharing, life insurance or salary continuation plan, except as otherwise
specifically determined by the Board of Directors.


19. Amendment of the Plan.


(a) The Board of Directors may at any time, and from time to time, modify or amend the
Plan in any respect, except that if at any time the approval of the shareholders of the
Company is required as to such modification or amendment under Section 422A of the Code or
any successor provision with respect to Incentive Stock Options, the Board of Directors
may not effect such modification or amendment without such approval.


(b) The termination or any modification or amendment of the Plan shall not, without the
consent of an optionee, affect his or her rights under an option previously granted to him
or her. With the consent of the optionee affected, the Board of Directors may. amend
outstanding option agreements in a manner not inconsistent with the Plan. The Board of
Directors shall have the right to amend or modify the terms and provisions of the Plan and
of any outstanding Incentive Stock Options granted under the Plan to the extent necessary
to qualify any or all such options for such favorable federal income tax treatment
(including deferral of taxation upon exercise) as may be afforded incentive stock options
under Section 422A of the Code.


20. Withholding.


The Company shall have the right to deduct from payments of any kind otherwise due to
the optionee any federal, state or local taxes of any kind required by law to be withheld
with respect to any shares issued upon exercise of options under the Plan. Subject to the
prior approval of the Company, which may be withheld by the Company in its sole
discretion, the optionee may elect to satisfy such obligations, in whole or in part, (i)
by causing the Company to withhold shares of Common Stock otherwise issuable pursuant to
the exercise of an option or (ii) by delivering to the Company shares of Common Stock
already owned by the optionee. The shares so delivered or withheld shall have a fair
market value equal to such withholding obligation. The fair market value of the shares
used to satisfy such withholding obligation shall be determined by the Company as of the
date that the amount of tax to be withheld is to be determined. An optionee who has made
an election pursuant to this Section 20 may only satisfy his or her withholding obligation
with shares of Common Stock which are not subject to any repurchase, forfeiture,
unfulfilled vesting or other similar requirements.


21. Cancellation and New Grant of Options, Etc.


The Board of Directors shall have the authority to effect, at any time and from time to
time, with the consent of the affected optionees, (.i) the cancellation of any or all
outstanding options under the Plan and the grant in substitution therefor of new options
under the Plan covering the same or different numbers of shares of Common Stock and having
an option exercise price per share which may be lower or higher than the exercise price
per share of the cancelled options or (ii) the amendment of the terms of any and all
outstanding options under the Plan to provide an option exercise price per share which is
higher or lower than the then-current exercise price per share of such outstanding
options.


22. Effective Date and Duration of the Plan.


(a) Effective Date. The Plan shall become effective when adopted by the Board of
Directors, but no option granted under the Plan shall become exercisable unless and until
the Plan shall have been approved by the Company’s shareholders. If such shareholder
approval is not obtained within twelve months after the date of the Board’s adoption
of the Plan, all options previously granted under the Plan shall terminate and no options
shall be granted thereafter. Amendments to the Plan not requiring shareholder approval
shall become effective when adopted by the Board of Directors; amendments requiring
shareholder approval (as provided in Section 19) shall become effective when adopted by
the Board of Directors, but no Incentive Stock Option issued after the date of such
amendment shall become exercisable (to the extent that such amendment to the Plan was
required to enable the Company to grant such Incentive Stock Option to a particular
optionee) unless and until such amendment shall have been approved by the Company’s
shareholders. If such shareholder approval is not obtained within twelve months of the
Board’s adoption of such amendment, any Incentive Stock Options granted on or after
the date of such amendment shall terminate to the extent that such amendment to the Plan
was required to enable the Company to grant such option to a particular optionee. Subject
to this limitation, options may be granted under the Plan at any time after the effective
date and before the date fixed for termination of the Plan.


(b) Termination. Unless sooner terminated in accordance with Section 16, the
Plan shall terminate upon the earlier of (i) the close of business on the day next
preceding the tenth anniversary of the date of its adoption by the Board of Directors, or
(ii) the date on which all shares available for issuance under the Plan shall have been
issued pursuant to the exercise or cancellation of options granted under the Plan. If the
date of termination is determined under (i) above, then options outstanding on such date
shall continue to have force and effect in accordance with the provisions of the
instruments evidencing such options.


23. Provision for Foreign Participants.


The Board of Directors may, without amending the Plan, modify awards or options granted
to participants who are foreign nationals or employed outside the United States to
recognize differences in laws, rules, regulations or customs of such foreign jurisdictions
with respect to tax, securities, currency, employee benefit or other matters.


		Adopted by the Board of Directors on , 1991.