Exhibit 10.9


 


IKARIA HOLDINGS, INC.


 


EQUITY PARTICIPATION PLAN


 


1.                                       Name.  This Plan shall be known as the Ikaria
Holdings, Inc. Equity Participation Plan (the “Plan”).


 


2.                                       Purpose.  The Plan is intended to reward management of
Ikaria Holdings, Inc. (the “Company”) and any subsidiary, parent or
affiliate of the Company for their future efforts and loyalty by giving them
the opportunity to participate in the potential future appreciation of the
Company through the purchase of non-voting shares of the Company’s common
stock, par value $0.01 per share (the “Common Stock”).


 


3.                                       Administration.  The Plan shall be administered by the Board
of Directors of the Company (the “Board”) or, during any period during
which the Board has established a Compensation Committee (or another committee
performing functions similar to those performed by a Compensation Committee),
the Compensation Committee (or such other committee) (the “Committee”)
(in which event, all references herein to the Board shall be to the Committee
unless otherwise provided in this Plan or in a resolution of the Board);
provided that the Board may at any time administer the Plan itself.  The Board shall have the power to:  (i) construe and interpret the Plan, (ii) prescribe,
amend or rescind rules and regulations relating to the administration of
the Plan and (iii) make all other determinations necessary or advisable
for the administration of the Plan, including, without limitation, who shall
participate in the Plan, how many shares shall be sold to each participant and
the price at which shares shall be sold under the Plan.


 


4.                                       Stock Subject
to the Plan.  The stock
to be offered under the Plan shall be an aggregate of 800,000 shares of Common
Stock.  The number of shares that may be
sold under the Plan shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination, recapitalization or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.” Such adjustment shall be made by the Board,
whose determination shall be final, binding and conclusive.  Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number of shares of Common
Stock that may be sold under the Plan. 
In the event of an “Initial Public Offering” (as such term is defined in
the Company’s Amended and Restated Certificate of Incorporation as may be
amended from time to time) or any other conversion of all of the outstanding
shares of the Company’s non-voting Common Stock into voting Common Stock, all
shares of Common Stock sold under the Plan shall automatically convert into
shares of the Company’s voting Common Stock without any further action on the
part of the Company or any participant under the Plan.


 

















 


5.                                       Price and
Payment.  The purchase price for Common
Stock issued pursuant to stock purchase rights awarded under the Plan shall be
as determined by the Board.  Persons who
are awarded the right to purchase shares under the Plan shall pay the purchase
price for such shares in cash unless otherwise determined by the Board.


 


6.                                       Common
Stockholders Agreement.  Any
person who purchases Common Stock pursuant to the Plan shall become a party to
the Company’s Common Stockholders Agreement, as may be amended from time to
time, by executing a Joinder Agreement and a counterpart signature page to
the Company’s Common Stockholders Agreement.


 


7.                                       Amendment and
Termination.  The Board
may, at any time, suspend, amend or terminate the Plan; provided, however, that
no suspension, amendment or termination hereof shall amend, alter or impair any
rights or obligations with respect to any Common Stock previously granted under
the Plan.  Unless terminated earlier,
this Plan shall terminate on June 4, 2017.


 


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