2001 Incentive Stock Option Plan for Employees



 Exhibit 10.25 
  
 ANTARES PHARMA, INC. 
 AMENDED AND
RESTATED 
 2001 INCENTIVE STOCK OPTION PLAN FOR EMPLOYEES 
  
 Section 1. Purpose. 
  
 The purpose of this 2001 Incentive Stock Option Plan for Employees (the “Plan”) is to promote the interests of Antares Pharma, Inc. (the
“Company”) and its shareholders by aiding the Company in attracting and retaining employees capable of contributing to the growth and success of the Company, and by offering such employees an opportunity to acquire a proprietary interest
in the Company, thereby providing them with incentives to put forth maximum efforts for the success of the Company’s business and aligning the interests of such employees with those of the Company’s shareholders. 
  
 Section 2. Definitions. 
  
 As used in the Plan, the following terms shall have the meaning set forth below: 
  
 (a) “Affiliate” shall mean (i) any entity that, directly or
indirectly through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the Board of Directors. 
  
 (b) “Award” shall mean any Option granted under the Plan.

  
 (c) “Award Agreement” shall mean any written
agreement, contract or other instrument or document evidencing any Award granted under the Plan. 
  
 (d) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder. 

 
 (e) “Committee” shall mean the a committee of the Board of
Directors of the Company to whom the powers and duties of such Board of Directors under the Plan may be delegated pursuant to Section 3(b) hereof, which shall consist of members appointed from time to time by the Board of Directors and shall be
composed solely of two or more directors, each of whom is an “outside director” within the meaning of Section 162(m) of the Code to the extent required by such Section. 
  
 (f) “Company” shall mean Antares Pharma, Inc., a Minnesota corporation, and any successor corporation. 

 
 (g) “Eligible Person” shall mean any employee or officer
providing services to the Company or any Affiliate. 
  
  

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 (h) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 
  
 (i) “Fair Market Value” shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair market value of such property determined by such methods or procedures as the Board of Directors shall establish in good faith from time to time. Where there is a public
market for the Shares, the fair market value per Share on a given date shall be the closing price of a Share in the over-the-counter market on such date, as reported in The Wall Street Journal (or, if not so reported, as otherwise reported by
The Nasdaq Stock Market (“Nasdaq”)) or, in the event the Shares are traded on the Nasdaq National Market, SmallCap Market or listed on a stock exchange, the fair market value per Share shall be the closing price on such system or exchange
on such date, as reported in The Wall Street Journal; if such market or exchange is not open for trading on such date, the Fair Market Value shall be determined as of the closest preceding date when such market or exchange was open for
trading. 
  
 (j) “Incentive Stock Option” shall mean an
option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provision. 
  
 (k) “Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to meet the requirements of
Section 422 of the Code or any successor provision. 
  
 (l)
“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option. 
  
 (m) “Participant” shall mean an Eligible Person whom the Board of Directors designates to receive an Award under the Plan. 
  
 (n) “Person” shall mean any individual, corporation, partnership, association or trust. 
  
 (o) “Rule 16b-3” shall mean Rule 16b-3 promulgated by the
Securities and Exchange Commission under the Exchange Act or any successor rule or regulation. 
  
 (p) “Shares” shall mean shares of Common Stock, $.01 par value, of the Company or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the
Plan. 
  
 Section 3. Administration. 
  
 (a) Administration by the Board of Directors. The Plan shall be
administered by the Board of Directors of the Company, with or without the advice of a Committee. Subject to the express provisions of the Plan and to applicable law, the Board of Directors shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to each Participants under the Plan; (iii) determine the number of Shares to be covered by each Award; (iv) determine the terms and conditions of any Award or Award Agreement;
(v) amend the terms and conditions of any Award or Award Agreement and accelerate the exercisability of Options; (vi) interpret and administer the Plan and any instrument or agreement relating to, or 

  

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Award made under, the Plan; (vii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (viii) make any other determination and take any other action that the Board of Directors deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Board of Directors, may be made at any time and shall be final, conclusive and binding upon
any Participant, any holder or beneficiary of any Award and any employee of the Company or any Affiliate. 
  
 (b) Delegation to Committee. Notwithstanding anything to the contrary contained herein, the Board of Directors may, at any time and from time to
time, delegate its powers and duties hereunder to a Committee solely for purposes of complying with Section 162(m) of the Code. 
  
 (c) References to Board of Directors. Unless stated to the contrary, as used herein, references to the Board of Directors shall mean the Committee
to whom the Board of Directors has delegated its powers and duties in the event such powers and duties have been so delegated. 
  
 Section 4. Shares Available for Awards. 
  
 (a) Shares Available. Subject to adjustment as provided in Section 4(c), the aggregate number of Shares which may be issued under all Awards under
the Plan shall be 2,000,000. Shares to be issued under the Plan shall be authorized but previously unissued. If any Shares covered by an Award or to which an Award relates are not purchased or are forfeited, or if an Award otherwise terminates
without delivery of any Shares, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture or termination, shall again be available for granting
Awards under the Plan. 
  
 (b) Accounting for Awards. For
purpose of this Section 4, if an Award entitles the holder thereof to purchase Shares, the number of Shares covered by such Award shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting
Awards under the Plan. 
  
 (c) Adjustments. In the event
that the Board of Directors shall determine that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects
the Shares such that an adjustment is determined by the Board of Directors to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Board of Directors
shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) which thereafter may be made the subject of Awards; (ii) the number and type of Shares (or other
securities or other 

  

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property) subject to outstanding Awards and (iii) the purchase or exercise price with respect to any Award; provided, however, that the number
of Shares covered by any Award or to which such Award relates shall always be a whole number. 
  
 Section 5. Eligibility. 
  
 Any employee, including any employee who is an officer of the Company or any Affiliate, shall be eligible to be designated a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award, the Board of
Directors may take into account the nature of the services rendered by the respective Eligible Persons, their present and potential contributions to the success of the Company or such other factors as the Board of Directors, in its discretion, shall
deem relevant. Notwithstanding the foregoing, an Incentive Stock Option may only be granted to full or part-time employees (which term as used herein includes, without limitation, officers who are also employees), and an Incentive Stock Option shall
not be granted to an employee of an Affiliate unless such Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code or any successor provision. 
  
 Section 6. Awards. 
  
 (a) Options. The Board of Directors is hereby authorized to grant Options to Participants with the following terms
and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Board of Directors shall determine: 
  
 (i) Exercise Price. The purchase price per Share purchasable under an Option shall be determined by the Board of Directors;
provided, however, that such price shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option. 
  
 (ii) Option Term. The term of each Option shall be fixed by the Board of Directors; provided, however, that the term
of an Incentive Stock Option may not extend more than ten years from the date of grant of such Incentive Stock Option. Provided, further, that the Board of Directors shall be under no duty to provide terms of like duration for Awards
granted under the Plan. 
  
 (iii) Time and
Method of Exercise. The Board of Directors shall determine the time or times at which an Option may be exercised in whole or in part and the method or methods by which, and the form or forms (including, without limitation, cash, previously owned
Shares, Shares issuable upon exercise of the Award or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price) in which, payment of the exercise price with respect thereto may be made or deemed
to have been made. 
  
 (iv) Certain Options to
be Treated as Non-Qualified Stock Options. If the aggregate Fair Market Value of all Shares subject to Incentive Stock Options granted to a Participant under all plans of the Company and its parent and subsidiary corporations (as described in
Section 422(d) of the Code) that are exercisable for the first time during any calendar year exceeds 

  

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$100,000 at the time an Option is granted to such Participant, then such Option shall be treated as an Option that does not qualify as an Incentive Stock
Option. 
  
 (v) Ten Percent Shareholder
Rule. Notwithstanding any other provision in the Plan, if at the time an Option is otherwise to be granted pursuant to the Plan to a Participant who owns, directly or indirectly (within the meaning of Section 424(d) of the Code), Common Stock of
the Company possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or any subsidiary, then any Incentive Stock Option to be granted to such Participant pursuant to the Plan shall satisfy the
requirements of Section 422(c)(5) of the Code, and the exercise price of such Option shall be not less than 110% of the Fair Market Value of the Shares covered, and such Option by its terms shall not be exercisable after the expiration of five years
from the date such Option is granted. 
  
 (vi)
Option Limitations Under the Plan. No Eligible Person who is an employee of the Company at the time of grant may be granted any Option covering more than 500,000 Shares in the aggregate in any calendar year. The foregoing annual limitation
shall apply to the extent required by Section 162(m) of the Code to qualify the Option as “qualified performance-based compensation” within the meaning of such Section. 
  
 (vii) Foreign Jurisdictions. The Board of Directors may adopt, amend, and terminate such
arrangements, not inconsistent with the intent of the Plan, as it may deem necessary or desirable to make available tax or other benefits of the laws of any foreign jurisdiction to Eligible Persons who are subject to such laws and who receive
Options under the Plan. 
  
 (b) General. 
  
 (i) No Cash Consideration for Awards. Awards shall be
granted for no cash consideration or for such minimal cash consideration as may be required by applicable law. 
  
 (ii) Grant of Additional Awards. An Eligible Person who has been granted an Award under this Plan may be granted additional Awards
under the Plan if the Board of Directors shall so determine. 
  
 (iii) Limits on Transfer of Awards. No Award and no right under any such Award shall be transferable by a Participant otherwise than by will or by the laws of descent and distribution. No Award or right under
any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate. 
  
 (iv) Restrictions; Securities Exchange Listing. All
certificates for Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Board of Directors may deem advisable under the Plan or
the rules, regulations and other requirements of the Securities and Exchange Commission and any applicable federal or state securities laws, and the Board of Directors may cause a legend or legends to be placed on any such certificate to make
appropriate reference to 

  

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such restrictions. If the Shares or other securities are quoted on Nasdaq, traded on the Nasdaq National Market, SmallCap Market or listed on a stock
exchange, the Company shall not be required to deliver any Shares or other securities covered by an Award unless and until such Shares or other securities have been admitted for quotation or trading the Nasdaq National Market, SmallCap Market or
such stock exchange. 
  
 Section 7. Income Tax Withholding. 
  
 In order to comply with all applicable federal or state income tax laws or
regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, all of which are and shall remain the sole and absolute responsibility of a
Participant, are withheld or collected from such Participant. In order to assist a Participant in paying all or a portion of the federal and state taxes to be withheld or collected upon exercise of an Award, the Board of Directors, in its discretion
and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (i) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise of such Award
with a Fair Market Value equal to the amount of such taxes or (ii) delivering to the Company Shares other than Shares issuable upon exercise of such Award with a Fair Market Value equal to the amount of such taxes. The election, if any, must be made
on or before the date that the amount of tax to be withheld is determined. 
  
 Section 8. General Provisions. 
  
 (a) No
Rights to Awards. No Eligible Person, Participant or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries
of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different Participants. 
  
 (b) Award Agreements. No Participant will have rights under an Award granted to such Participant unless and until an Award Agreement shall have
been duly executed on behalf of the Company and, if requested by the Company, signed by the Participant. 
  
 (c) No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or
continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases. 
  
 (d) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be
retained as an employee or director of the Company or any Affiliate, nor will it affect in any way the right of the Company or an Affiliate to terminate such employment or directorship at any time, with or without cause. In addition, the Company or
an Affiliate may at any time dismiss a Participant from employment or directorship free from any liability or any claim under the Plan, except as otherwise expressly provided in the Plan or in any Award Agreement. 
  

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 (e) Governing Law. The validity, construction and effect of the Plan or of any Award, and any
rules and regulations relating to the Plan or any Award, shall be determined in accordance with the laws of the State of Minnesota. 
  
 (f) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction
or would disqualify the Plan or any Award under any law deemed applicable by the Board of Directors, such provision shall be construed or deemed amended to conform to applicable law, or if it cannot be so construed or deemed amended without, in the
determination of the Board of Directors, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full
force and effect. 
  
 (g) No Trust or Fund Created. Neither
the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right
to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate. 
  
 (h) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Board of Directors shall determine whether cash shall be paid in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise
eliminated. 
  
 (i) Headings. Headings are given to the
Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. 
  
 (j) Other Benefits. No compensation or benefit awarded to or realized
by any Participant under the Plan shall be included for the purpose of computing such Participant’s compensation under any compensation-based retirement, disability, or similar plan of the Company unless required by law or otherwise provided by
such other plan. 
  
 Section 9. Amendment and Termination; Adjustments.

  
 Except to the extent prohibited by applicable law and
unless otherwise expressly provided in an Award Agreement or in the Plan: 
  
 (a) Amendments to the Plan. The Board of Directors of the Company may amend, alter, suspend, discontinue or terminate the Plan; provided, however, that, notwithstanding any other provision of the
Plan or any Award Agreement, without the approval of the shareholders of the Company, no such amendment, alteration, suspension, discontinuation or termination shall be made that, absent such approval, would: 
  
 (i) violate the rules or regulations of Nasdaq National
Market, SmallCap market or any stock exchange that are applicable to the Company; or 
  

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 (ii) cause the Company to be unable, under the Code, to grant Incentive Stock Options
under the Plan. 
  
 (b) Amendments to Awards. The Board of
Directors may waive any conditions or rights of the Company under any outstanding Award, prospectively or retroactively. The Board of Directors may not amend, alter, suspend, discontinue or terminate any outstanding Award, prospectively or
retroactively, without the consent of the Participant or holder or beneficiary thereof, except as otherwise provided herein or in the Award Agreement. 
  
 (c) Correction of Defects, Omissions and Inconsistencies. The Board of Directors may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect. 
  
 Section 10. Effective Date; Term. 
  
 (a) Effective Date. The Plan shall be effective as of January 31, 2001 (the “Effective Date”); provided, however, that if
the Company’s shareholders do not approve the Plan at the next meeting of Shareholders, the Plan shall be null and void and all Awards granted prior to the date of such Special Meeting shall be of no force or effect, and provided further, that
no Incentive Stock Option may be granted before March 22, 2001, the date that the Plan was approved by the Board. 
  
 (b) Term. Awards shall be granted under the Plan only during a 10-year period beginning on the Effective Date. Unless otherwise expressly provided
in the Plan or in an applicable Award Agreement, however, any Award theretofore granted may extend beyond the end of such 10-year period, and the authority of the Board of Directors provided for hereunder, shall extend beyond the termination of the
Plan. 
  
 Section 11. Notice. 
  
 All notices to the Company regarding the Plan shall be in writing, effective
as of actual receipt by the Company, and shall be sent to 
  
 ANTARES PHARMA, INC. 
 707 Eagleview Boulevard, Suite 414 
 Exton, PA 19341 
 Attn: Chief Financial
Officer 
  

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