Stock Option Plan 2000 (English translation)




					
	 	  	

	  	Exhibit 10.24

  
  
 GPC Biotech AG 
 Martinsried / Munich 
  
 “Stock Option Plan 2000” 
 (Option Terms) 
  
 Preamble 
  
 The
General Meeting of Shareholders of GPC Biotech AG (hereinafter “Company” or “GPC”) adopted a resolution on May 3, 2000 implementing the 2000 Stock Option Plan for employees and members of management of the Company or affiliated
enterprises and for members of the Supervisory Board and consultants of the Company (hereinafter “optionees”). 
  
 The terms of the 2000 Stock Option Plan are as follows: 
  
 § 1 
  
 Form and Classification of the Option Right; Option Ledger 
  

	(1)	The optionee receives registered option rights that constitute the right to acquire the number of ordinary shares of the Company specified in the option offer or in the warrant.


  

	(2)	The option rights can be certificated by several registered global warrants. There is no entitlement to (individual) certification. 

  

	(3)	A stock ledger with an “Option Rights” column (hereinafter “option ledger”) is kept at the exercise agent (cf. § 14) on behalf of the Company, in which the
option rights are recorded with indication of the strike price (cf. § 4, Para. 1), the series and number, and the holder identified by name, date of birth, residence, and occupation. Moreover, the option book contains in particular information
necessary in order to determine the period pursuant to § 10, Para. 1 (“Vesting Period”). 

  

	(4)	The only persons deemed optionees in the relationship with the company are those who are recorded as such in the option book. 

  









 § 2 
  

Structure of the Option Right 
  

	(1)	Under the present terms and subject to the adjustments pursuant to §§ 4 and 5, the option rights can be exercised one-for-one in ordinary shares of the Company, as options
issuer, against payment of the strike price to be fixed pursuant to § 4 (option right). 

  

	(2)	The Company’s General Meeting of Shareholders has created several conditional capital funds as well as approved capital to secure the option rights to be granted to the
optionees. The Management Board of the Company can, in agreement with the Supervisory Board - the latter body acting alone insofar as the Management Board itself is affected - decide whether the ordinary shares needed to discharge the exercised
option rights are to be made available from the available conditional or approved capital funds, from such additional funds as created in the future, or from a program for the acquisition of own shares that has been adopted or may yet be adopted by
the General Meeting of Shareholders. 

  

	(3)	Alternatively, the optionee can also be granted a cash settlement. Such a cash settlement is calculated as the difference between the strike price pursuant to § 4, Para. 1 and
the mean value of the closing price for an ordinary share of the Company over the last five stock trading days prior to exercise of the option right on the stock exchange where the stock was first traded. If the Company’s stock is not yet
traded on a stock exchange at the time of exercise, then the aforementioned mean value is replaced by the fair market value of the Company’s stock as indicated by the last sales of shares to third parties of which the Company is aware or by the
prices paid for shareholder shares during the last round of financing in connection with a capital increase. In exercising their option, the Management Board and the Supervisory Board shall be guided exclusively by the interests of the Company.


  

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 § 3 
  

Precondition for the Acquisition and Exercise of the Option Right 
  

	(1)	Except during the periods defined in Para. 3 and 4, the option rights can be offered to optionees for subscription at any time (acquisition periods pursuant to § 193, Para. 2,
No. 4 AktG (Stock Corporation Act). The effective date of the option issue is the day on which the Management Board - or insofar as that body itself is entitled to subscribe, the Supervisory Board - has made an offer to the optionee for subscription
to the option rights, if said offer was accepted within the offering period. The offering period runs for at least 10 working days. 

  

	(2)	Optionees can first exercise the entirety of the option rights granted to them or tranches thereof only after the end of the notice period established by the Company in the offer or
in the (global) warrants pursuant to § 10, Para. 1 (Vesting Period), and no earlier than 2 years after their issuance (waiting period pursuant to § 193, Para. 2, No. 4 AktG). 

  
 Irrespective of Clause 1, the option rights can be exercised only if on ten
consecutive stock trading days within a period of one month prior to exercise of the option right the stock exchange price has been at least 10% higher than the fair market value of the GPC stock at the time of issuance (performance target within
the meaning of § 193, Para. 2, No. 4 AktG). This percentage applies for the first year after the end of the waiting period pursuant to Clause 1 and increases for each subsequent year by 5%. The stock exchange price (closing price) of the stock
is considered to be the price for an ordinary share of the Company on the stock exchange where the stock was first traded. If the Company’s stock is not yet traded on a stock exchange at the time of exercise, the corresponding increase in the
fair market value of the Company’s stock is used, as determined by the last sales of shares to third parties of which the Company is aware or by the prices paid for Company shares during the last round of financing in connection with a capital
increase. 
  

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	(3)	Otherwise, with reference to § 193, Para. 2, No. 4 AktG (exercise periods) and in the interest of avoiding insider trading violations pursuant to the Securities Trading Act, an
option right may be exercised after the end of the 2-year maximum waiting period and, irrespective of observance of the performance target, four times within the fiscal year, in each instance within four-week periods. Each of these exercise periods
begins on the third banking day after publication of the quarterly reports. Insofar as there is no obligation to publish quarterly reports, the exercise periods begin at the beginning of each calendar quarter. 

  

	(4)	Exercise of the option right is moreover barred between the day on which the Company announces an offer to its shareholders to subscribe to new shares or bonds with conversion or
option rights through a notice sent to all shareholders or through publication in the Official Gazette (Bundesanzeiger) of the Federal Republic of Germany and the day on which the Company shares available for subscription are first officially
quoted “ex-subscription rights” on the stock exchange where the Company’s shares were floated. 

  

	(5)	Unless an extension of the exercise period is announced by the Company, the option shall be exercised no later than 10 (ten) years following its issuance; otherwise it expires free
and clear of indemnification. 

  
 § 4

  
 Strike Price 
  

	(1)	In the event of exercise of the warrant, the strike price corresponds to the amount indicated in the warrant. The strike price is fixed by the Management Board in agreement with the
Supervisory Board prior to each issue of stock options. However, the strike price may not exceed the fair market value of one share of GPC stock. That is the amount determined on the basis of a valuation of the Company stock as derived from the last
round of financing in connection with a capital increase or from the last purchase price paid by third parties for Company shares of which the Company is aware prior to the date on which the option right is granted. 

  

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	(2)	If the stock is already listed on a stock exchange at the time of issuance of the warrant, the fair market value (strike price) is an amount in euros rounded off to a full cent that
is calculated from the average of the fixed closing prices for an ordinary share of the Company over the last five trading days prior to issuance of the warrant on the stock exchange where the stock was first traded. 

  

	(3)	The strike price is reduced in accordance with the following paragraphs as of the effective date pursuant to Para. 6, Clause 2, but in no case to lower than the pro rata amount of
the capital stock represented by the individual ordinary share (at least € 1). 

  

	(4)	If the Company, when granting a direct or indirect subscription right to its shareholders prior to the end of the waiting period pursuant to § 3, Para. 2,


  

	 	a)	increases its capital stock through the issuance of new shares, and the subscription price per share is lower than the strike price fixed in the option offer or warrant, or


  

	 	b)	issues bonds with conversion or option rights, and the fixed per-share conversion or option price - or the lowest such price, if applicable - is lower than the strike price fixed in
the option offer or warrant, 

  
 then the strike
price is lowered pursuant to Para. 5 as of the effective date specified in Para. 6, Clause 2. 
  

	(5)	The strike price for an ordinary share is in each instance lowered according to the following formula: 

  

			
	 E =
	  	    KA - B    
	  	      V + 1

  
 Whereby: 

 

			
	E =	  	amount by which the strike price is reduced pursuant to Para. 1
		
	KA =	  	last fixed fair market price or stock exchange price (closing price) of the stock prior to the capital measure

  

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	 B =
	  	-	  	in case of capital increases pursuant to Para. 4 a): subscription price for a new share
			
	 	  	-	  	in case of issuance of convertible or option-linked bonds pursuant to Para. 4 b): the fixed conversion or option price for one share - or the lowest such price, if applicable
			
	 V =
	  	-	  	in case of a capital increase pursuant to Para. 4 a): subscription ratio of the new shares
			
	 	  	-	  	in case of issuance of convertible or option-linked bonds pursuant to Para. 4 b): the subscription ratio for the bond multiplied by the conversion or option ratio

  

	(6)	As of the time when the Company’s stock is floated on the stock market, the following calculation is applied to the cases specified in the present paragraph in lieu of
Paragraphs 4 and 5 for the purpose of calculating the reduction ratio. The strike price is reduced if during the term of the option rights, by way of a capital increase, new shares or option-linked or convertible bonds with option or conversion
rights to Company shares are issued or own shares are offered and the shareholders are thereby granted a subscription right. The strike price is reduced in the same ratio as the ratio of the average price of the subscription right offered to the
shareholders on all trading days on the stock exchange where the stock was first traded to the closing price of the Company stock on the last stock exchange day prior to the ex-subscription rights quotation. 

  

	(7)	The Company is obligated to provide written notice to the optionees concerning the strike price reduced pursuant to Para. 5 or 6 and concerning the effective date defined in the
following clause from which the lowered strike price applies at the same time that it publicly offers subscription to the new shares or bonds with conversion or option rights whose issuance is the reason for reduction of the strike price. The
effective date is the date on which the shares available for subscription are first officially converted “ex-subscription rights” on the stock exchange on which the Company’s stock was first introduced. 

  

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	(8)	In the event of a capital increase from company funds, any existing conditional capital pursuant to § 218 AktG is increased in the same ratio as the capital stock. The
subscription ratio pursuant to § 2, Para. 1 increases in the same ratio. Fractions of shares that arise as a result of a capital increase from company funds are not considered when exercising the option right. 

  

	(9)	The strike price is not reduced if, in the resolution concerning the issuance of new shares or of bonds with conversion or option rights or concerning the offer of own shares, the
Company also grants the optionees a direct or indirect subscription right that corresponds to the value of the shareholders’ subscription right. 

  
 § 5 
  
 Adjustment of the Option Rights 
  

	(1)	In the event of a merger of the Company with another company, a change in its corporate form, a change in the face value of the shares, or comparable measures that impair the rights
of the optionees through a loss of or change in the shares subject to the option rights in accordance with the present option terms, the option right is replaced by the right to acquire at the strike price shares, participating interests, or other
ownership interests in the Company or its legal successor that take the place of the Company’s stock in an amount whose value corresponds to the market value of the Company’s stock at the time of such a measure. Otherwise the provisions of
the present option terms remain applicable without restriction. 

  

	(2)	In the event of a capital reduction through the consolidation of shares (§ 222, Para. 4 AktG) or through the redemption of shares (§ 237 AktG), the subscription ratio is
adjusted by multiplying it by the factor obtained by dividing the number of shares after the capital reduction by the number of shares prior to the capital reduction. Fractions of shares that arise as a result of a capital decrease are not made
available in exercising the subscription right. 

  

	(3)	The optionees are not entitled to any rights to dividends or other distributions arising from the shares subject to the option rights until the option right is exercised.


  

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 § 6 
  

Exercise Procedure; Issuance of New Shares 
  

	(1)	In order to exercise the option right, the optionee must 

  

	 	a)	submit any delivered original of the warrant or global warrant pertaining to the option rights that are to be exercised; and 

  

	 	b)	submit a written exercise notice, in duplicate, to the exercise agent or to a fiduciary agent engaged for that purpose (cf. § 14) using the form available from the exercise
agent or fiduciary agent; and 

  

	 	c)	pay the full strike price in EURO, free of costs and charges, to the Company, to the Company account indicated in form for the exercise notice. 

  

	(2)	Notices received by the exercise agent during the periods indicated in § 3, Para. 2, 3, and 4 are considered to have been submitted and received on the next following banking
day on which exercise of the option right is again permitted. The optionee can retract his exercise notice only up to the time that receipt has not yet taken effect. 

  

	(3)	New shares are printed and delivered in the form provided by the respectively applicable Articles of Incorporation of the Company. Issuance is effected - if possible and subject to
Clause 3 of the present provision - within ten banking days after the exercise notice takes effect. In the event that the Company stock is listed on a stock exchange, however, in the interest of avoiding any illiquid secondary listing the delivery
of shares is, if applicable, possible only after the Ordinary General Meeting of Shareholders at which a resolution is adopted on the appropriation of profits for the fiscal year preceding the exercise of the option right, if the option right is
exercised prior to the date of payment of the dividends for the preceding fiscal year. 

  

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	(4)	In the event that the optionee intends to alienate the new shares acquired through exercise of the option immediately after receiving them, the Company, in the interest of placement
that is not disruptive to the market, is entitled to offer the new shares arising from multiple exercises of subscription rights for sale to institutional investors in a manner that safeguards the interests of the optionees, e.g., through the sale
of a block of shares. The optionee is required to cooperate in a suitable and appropriate manner with a placement designed not to disrupt the market upon demand by the Company. 

  

	(5)	New shares may be issued only in accordance with the provisions of the present option terms and not prior to full payment of the strike price pursuant to § 4 (cf. § 199,
Para. 1 AktG). In each instance, only the entire global warrant may be converted; the conversion of only part of the options certificated in the warrant is not permitted. 

  
 § 7 
  
 Profit-Sharing Entitlement of the New Shares 
  
 The shares that result from exercise of the option right participate in profits from the beginning of the fiscal year in which they originate through exercise of the
option right. 
  
 § 8 
  
 Disposition of Option Rights 
  

	(1)	The option rights are in principle nontransferable. 

  

	(2)	Similarly impermissible are other dispositions of the option rights, the granting of subinterests or the establishment of a trust, and the opening of short positions through the
granting of the option rights granted to the optionee to third parties, and comparable closing transactions that result economically in an alienation of the option rights. 

  

	(3)	Violations of Paragraphs 1 and/or 2 result in forfeiture of the option rights. In the presence of a legitimate interest of the Company or of the optionee, the Management Board, in
agreement with the Supervisory Board, can approve dispositions pursuant to Para. 1 or 2 insofar as they are reported to it in advance. 

  

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	(4)	Contrary to Paragraphs 1 and 2, the optionee is authorized to sell his or her option rights to a financial institution to be designated by the Company after the end of the two-year
waiting period (§ 193, Para. 2, No. 4 AktG) or after the end of the Vesting Period specified in the warrants. 

  
 § 9 
  
 Devolution of Inheritance 
  

	(1)	The option rights are freely inheritable, insofar as they have not been terminated pursuant to § 10. The heirs are subject to the provisions of the present option terms.


  

	(2)	The heirs are required to report their inheritance status to the Company and to prove their identity in accordance with § 35 GBO (Land Registry Act). 


 
 § 10 
  
 Vesting Period; Termination of the Option Rights 
  

	(1)	Option rights may be terminated over a period not to exceed four (4) years (“Vesting Period”), whereby the end of the Vesting Period for the entire package of option
rights granted to the optionee can be not only uniformly distributed, but also distributed over the Vesting Period (e.g., 50% after two years and the remainder after four years or one-quarter annually over four years). The Vesting Period begins with
the issuance of the warrant. The Vesting Period is fixed in each individual case by the Management Board or the Supervisory Board - depending on which body is competent - in accordance with internal guidelines to be jointly formulated by those
bodies and is communicated to the optionee in the option offer. Insofar as warrants certificating the option right are issued, the end of the Vesting Period is moreover indicated in the respective warrant. 

  

	(2)	The Company or enterprises affiliated with it presently or in the future can terminate an option that is still subject to a Vesting Period pursuant to Para. 1 without prior notice
and without indemnification if the employment relationship with the optionee is terminated prior to the end of the Vesting Period fixed for the option right. The termination of option rights takes effect upon receipt of a separate written
termination notice, but no sooner than: 

  

	 	a)	in the case of regular termination by the optionee, upon receipt of the termination notice; 

  

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	 	b)	in the case of regular termination of the optionee, upon the effective date of such termination (end of the employment relationship), or - in the event of release from work of the
optionee - at the time of such release from work; 

  

	 	c)	in the case of termination by the optionee for cause, at the time at which regular termination - assuming the existence of a termination notice from the Company or an enterprise
affiliated with it presently or in the future at the time of termination by the optionee - would have taken effect; 

  

	 	d)	in all other cases, at the time of the actual end of the employment relationship (e.g., end through termination agreement, death, (early) retirement, family leave, and the like).


  

	(3)	The Company or the enterprises affiliated with it presently or in the future can terminate an option right no longer subject to a Vesting Period pursuant to Para. 1 without prior
notice and without indemnification if 

  

	 	a)	the optionee has not exercised his option right within thirty (30) working days (in the case of death 130 working days) after the effective date of the termination pursuant to Para.
2, or 

  

	 	b)	the optionee has not exercised his option right within thirty (30) working days (in the case of death 130 working days) after the withdrawal of the affiliated enterprise that
employs the optionee from the consolidated group (interest of less than 50% of the capital stock or nominal capital), 

  
 whereby it would have been possible to exercise such a right with due regard for the waiting period in § 3, Para. 2 and the exercise periods pursuant
to § 3, Para. 3 through 5. If an exercise is not possible upon the effective date of termination pursuant to the provisions of § 3, Para. 2, 3 through 5, the period specified herein begins upon the first day that the exercise preconditions
in § 3, Para. 2, 3 through 5 are satisfied. 
  

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	(4)	In exceptional cases the Management Board - or if that body is itself affected, the Supervisory Board - can abstain from termination of some or all of the option rights if the
termination of the option rights seems inequitable in the specific case (suspension of the employment relationship due to family leave, permanent disability, (early) retirement, and the like). The same applies if the option rights are intended as a
substitute for a severance payment owed at the end of the employment relationship or board appointment. In an individual case the decision to abstain from termination can be made conditional upon an extension of the Vesting Period corresponding to
the time of suspension of the employment relationship (e.g., owing to family leave or unpaid vacation). 

  

	(5)	In the event that the employment relationship and/or board appointment of an optionee with the Company or an enterprise affiliated with it presently or in the future ends -
regardless of the reason - but at the same time a new employment relationship or board appointment (e.g., change from Management Board to Supervisory Board) with the Company or an enterprise affiliated with it presently or in the future is
established, the aforementioned termination rights apply not to that end, but only to the end of the new employment relationship or the new board appointment. 

  

	(6)	The Company is entitled to terminate the option right without prior notice and with immediate effect if and as soon as insolvency proceedings are instituted with regard to the
optionee’s assets, the institution of insolvency proceedings is denied for insufficiency of assets, or attachment is levied upon option rights or warrants by a creditor and the attachment measure is not abolished within six (6) months (at the
end of the 6-month period). 

  

	(7)	The Company can claim recovery of possession of any issued and terminated warrants from the optionee or any other possessor. 

  

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 § 11 
  

Taxes 
  
 The optionee bears full liability for all taxes due in connection with the granting or exercise of the option rights, including church tax and solidarity surcharge, whereby the Company must deduct such taxes and
fiscal charges, insofar as prescribed by law, from the salary of the optionee and, if applicable, transfer them to the competent business tax office by way of wage tax withholding. Moreover, the Company can make the issuance of shares conditional
upon the furnishing of proof of corresponding tax payments by the optionee or upon the furnishing of adequate security. If the optionee fails or is unable to satisfy his obligations pursuant to this provision, the Company shall report this to the
competent business tax office. 
  
 § 12 
  
 Insider Trading Rules 
  

	(1)	The Company points out that the optionee may be subject to insider trading regulations and could be held criminally liable in the event of disregard of such regulations. Insiders
are specifically prohibited from alienating the shares subscribed to through exercise of the option rights on the basis of their knowledge of insider facts (§ 14, Para. 1 Securities Trading Act). 

  

	(2)	The optionee hereby agrees to acknowledge and comply with the internal directives on avoiding insider trading violations that have been issued or will be issued in the future by the
Company. A violation of these directives constitutes a violation of accessory obligations under labor law, which can entitle the Company to undertake immediate termination if necessary. 

  
 § 13 
  
 Non-Obligation Clause 
  
 The granting of option rights is subject to the proviso of their nonobligatory nature and does not serve as the basis for a legal claim to the granting of option rights
in the future, even if option rights are granted repeatedly. 
  

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 § 14 
  

Exercise Agent 
  
 The exercise agent is the Management Board of the Company (Office of the Management Board Secretary) or insofar as that body is itself entitled, the Supervisory Board.
The Company is entitled to engage a fiduciary agent (e.g., a bank) to assume these duties from the Management Board or Supervisory Board and function as exercise agent. 
  
 § 15 
  
 Announcements 
  
 Notices, communications, changes, or adjustments relating to the option rights shall be announced to the optionee in writing. Written announcements with legally binding
character (e.g., termination notice, adjustment of the strike price, and the like) shall be provided through personal delivery against receipt or by registered letter or courier to the last address provided by the optionee to the Company or the
enterprise affiliated with it. 
  
 § 16 
  
 Concluding Provisions 
  

	(1)	Should individual provisions of the present option terms be or become fully or partly void or unenforceable, the validity of the remaining provisions hereof shall not be affected.
The void or unenforceable provisions shall be replaced by provisions that come as close as possible to the economic purpose of the unenforceable provisions in a legally permissible manner. The same arrangement applies to a gap requiring amendment
that becomes evident in the execution of the present option terms. 

  

	(2)	Changes and amendments to the present terms must be in writing, insofar as notarial authentication is not required. The preceding clause also applies to changes in the written form
clause. 

  

	(3)	The place of performance and venue is the registered office of the Company. 

  

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	(4)	The form and content of the option rights and of the rights and obligations of the optionee and of the Company are subject to the laws of the Federal Republic of Germany.


  

	
	 Munich, 6/30/2000

	
	 /s/ Sebastian Meier-Ewert

	 GPC Biotech AG
 The Management Board


  

	
	 Acknowledged:

	
	 /s/ Simone Dill

	 (Simone Dill)



  

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