Exhibit
10.2


DYAX
CORP.


1998
Employee Stock Purchase Plan


1.             Purpose.


The purpose of this 1998 Employee Stock Purchase Plan
(the “Plan”) is to provide employees of Dyax Corp. (the “Company”), and its
subsidiaries incorporated under the laws of a jurisdiction within the United
States of America (“US Subsidiaries”), who wish to become shareholders of the
Company, an opportunity to purchase Common Stock, $0.01 par value, of the
Company (the “Common Stock”) directly from the Company.  The Plan is intended to qualify as an “employee
stock purchase plan” within the meaning of Section 423 of the Internal Revenue
Code of 1986, as amended (the “Code”).


2.             Eligible Employees.


Subject to the provisions of Sections 7, 8, 9 and 10
below, any individual who is a full-time employee (as defined below) of
the Company or of any of its subsidiaries (as defined in Section 424(f) of the
Code) designated for eligibility to participate in the Plan by the Board of
Directors is eligible to participate in any Offering of Shares (as defined in
Section 3 below) made by the Company hereunder. 
“Board of Directors” means the Company’s Board of Directors or
any committee to whom it delegates its authority hereunder, and “full-time
employee” shall mean any employee whose customary employment is:


(a)           20 hours or more per week and


(b)           more than five months in the
calendar year during which the Offering Date (as defined in Section 3 below)
occurs (or in the calendar year immediately preceding such calendar year if
there has been no change in the terms of employment that would make the
employee ineligible to participate in the current calendar year).


3.             Offering Dates.


From time to time, the Company, by action of the Board
of Directors, will grant rights to purchase Shares to employees eligible to
participate in the Plan pursuant to one or more offerings (each of which is an “Offering”
on a date or series of dates (each of which is an “Offering Date”) designated
for this purpose by the Board of Directors.


4.             Prices.


The price per share for each grant of rights hereunder
shall be the lesser of:


(a)                                  eighty-five
percent (85%) of the fair market value of a Share on the Offering Date on which
such right was granted; or


(b)                                 eighty-five
percent (85%) of the fair market value of a Share on the date such right is
exercised.











 


At its discretion, the Board of Directors may
determine a higher price for a grant of rights.


5.             Exercise of Rights and Method of Payment.


(a)           Rights granted under the Plan
will be exercisable periodically on specified dates as determined by the Board
of Directors. Unless a participating employee withdraws from the Plan as
provided in Section 11, and subject to the other terms of the Plan, the
employee’s option for the purchase of Shares will be exercised automatically on
each Purchase Date of an Offering Period, and the maximum number of shares
subject to the option will be purchased at the applicable purchase price with
the accumulated contributions in the employee’s account.


(b)           The method of payment for
Shares purchased upon exercise of rights granted hereunder shall be through
regular payroll deductions or by lump sum cash payment, by delivery of shares
of Common Stock valued at fair market value (as determined by the Board of
Directors) on the date of delivery, or by some combination thereof, as
determined by the Board of Directors.  No
interest shall be paid upon payroll deductions unless specifically provided for
by the Board of Directors.


(c)           Any payments received by the
Company from a participating employee and not utilized for the purchase of
Shares upon exercise of a right granted hereunder shall be promptly returned to
such employee by the Company after termination of the right to which the
payment relates.


6.             Term of Rights.


The total period from an Offering Date to the last date
on which rights granted on that Offering Date are exercisable (the “Offering
Period”) shall in no event be longer than twenty-seven (27) months or
such longer period as may then be consistent with Section 423 of the Code.  The Board of Directors when it authorizes an
Offering may designate one or more exercise periods during the Offering Period
when shares will be purchased upon exercise of employees’ options (each, an “Exercise
Period”).  Rights granted on an Offering
Date shall be exercisable in full on the Offering Date or in such proportion on
the last day of each exercise period as the Board of Directors determines.


7.             Shares Subject to the Plan.


(a)           The number of shares of Common
Stock that may be sold pursuant to rights granted under the Plan may not exceed
700,000 shares (the “Shares”); provided, however, that the maximum number of
Shares which shall be available for sale under the Plan during any Exercise
Period shall not exceed the number of Shares equal to 25,000 Shares multiplied
by the number of calendar quarters included in such Exercise Period and, if
necessary, the number of Shares sold during an Exercise Period shall be cut
back in accordance with Section 7(b). 
Appropriate adjustments in the above figures, in the number of Shares
covered by outstanding rights granted hereunder, in the exercise price of the
rights and in the maximum number of Shares which an employee may purchase
(pursuant to this Section 7(a), and Sections 9 and 10 below) shall be made to
give effect to any mergers, consolidations, reorganizations, recapitalizations,
stock splits, stock dividends or other relevant changes in the capitalization
of 











the Company occurring after the effective date of the
Plan, provided that no fractional Shares shall be subject to a right and each
right shall be adjusted downward to the nearest full Share.  In the event of a proposed dissolution or
liquidation of the Company, any Exercise Period and Offering Period then in
progress will terminate immediately prior to the consummation of such action,
unless otherwise provided by the Board. 
In the event of a Corporate Transaction (as defined below), each option
outstanding under the Plan shall be assumed or an equivalent option shall be
substituted by the successor corporation or a parent or subsidiary of such
successor corporation.  In the event that
the successor corporation refuses to assume or substitute for outstanding
options, each Exercise Period and Offering Period then in progress shall be
shortened and a new Purchase Date shall be set (the “New Purchase Date”), as of
which date any Exercise Period and Offering Period then in progress will
terminate.  The New Purchase Date shall
be on or before the date of consummation of the transaction and the Board shall
notify each participating employee in writing, prior to the New Purchase Date,
that the Purchase Date for his or her option has been changed to the New
Purchase Date and that his or her option will be exercised automatically on the
New Purchase Date, unless prior to such date he or she has withdrawn from the
Offering Period as provided in Section 11. 
For purposes of this Section 7, “Corporate Transaction” means a sale of
all or substantially all of the Company’s assets, or a merger, consolidation,
or other capital reorganization of the Company with or into another
corporation, or any other transaction or series of related transactions in
which the Company’s stockholders immediately prior thereto own less than 50% of
the voting stock of the Company (or its successor or parent) immediately thereafter.  Either authorized and unissued Shares or
issued Shares heretofore or hereafter reacquired by the Company may be made
subject to rights under the Plan.  If for
any reason any right under the Plan terminates in whole or in part, Shares
subject to such terminated right may again be subjected to a right under the
Plan.


(b)           Subject to the foregoing, if
the Board of Directors determines that, on a given purchase date for an
Offering (a “Purchase Date”), the number of Shares with respect to which rights
are to be exercised may exceed (i) the number of Shares of Common Stock that
were available for sale under the Plan on the Offering Date of the applicable
Offering, or (ii) the number of Shares available for sale under the Plan on
such Purchase Date, the Board of Directors may in its sole discretion provide
that the Company shall make a pro rata allocation of the Shares of Common Stock
available for purchase on such Offering Date or Purchase Date, as applicable,
in as uniform a manner as shall be practicable and as it shall determine in its
sole discretion to be equitable among all participant employees exercising
rights to purchase Common Stock on such Purchase Date, and (x) continue all
Offerings then in effect or (y) terminate any or all Offerings then in
effect.  The Company may make pro rata
allocation of the Shares available on the Purchase Date of any applicable
Offering, notwithstanding any authorization of additional Shares for issuance
under the Plan by the Company’s stockholders subsequent to the Offering Date
for such Offering.  In the event of a
pro-rata allocation, each participating employee’s right to purchase Shares
shall be limited to such pro-rata amount of Shares and the remaining cash
balance of the contributions shall be credited to his or her account, and the
participating employees shall not have further rights against the Company or
the Board of Directors.











 


8.             Limitations on Grants.


(a)           No employee shall be granted a
right hereunder if such employee, immediately after the right is granted, would
own stock or rights to purchase stock possessing five percent (5%) or more of
the total combined voting power or value of all classes of stock of the
Company, or of any subsidiary, computed in accordance with Section 423(b)(3) of
the Code.


(b)           No employee shall be granted a
right which permits the employee’s right to purchase shares under all employee
stock purchase plans of the Company and its subsidiaries to accrue at a rate
which exceeds twenty-five thousand dollars ($25,000) (or such other maximum
as may be prescribed from time to time by the Code) of the fair market value of
such Shares (determined at the time such right is granted) for each calendar
year in which such right is outstanding at any time in accordance with the
provisions of Section 423(b)(8) of the Code.


(c)           No right granted to any
participating employee under an Offering, when aggregated with rights granted
under any other Offering still exercisable by the participating employee, shall
cover more shares than may be purchased at an exercise price not to exceed
fifteen percent (15%) of the employee’s annual rate of compensation on the date
the employee elects to participate in the Offering or such lesser percentage as
the Board of Directors may determine.


9.             Limitation on Number of Shares Purchased.


The maximum number of Shares that an eligible
participating employee may purchase during any Exercise Period shall not exceed
the number of Shares that is equal to 875 Shares multiplied by the number of
calendar quarters included in such Exercise Period, provided that such purchase
shall be further subject to the limitations set forth in Sections 2, 7, and 8.


10.           Limit on Participation.


Participation in an Offering shall be limited to
eligible employees who elect to participate in such Offering in the manner, and
within the time limitations, established by the Board of Directors when it
authorizes the Offering.


11.           Withdrawal.


(a)           An employee who has elected to
participate in an Offering may cancel such election as to all (but not part) of
the unexercised rights granted under such Offering by giving written notice of
such cancellation to the Company before the date established by the Company for
such purpose.  Upon such withdrawal, any
amounts paid by the employee or withheld from the employee’s compensation
through payroll deductions for the purpose of purchasing Shares shall be paid
to the employee, without interest, unless otherwise determined by the Board of
Directors.


(b)           A participating employee’s
withdrawal from an Offering will not have any effect upon his or her
eligibility to participate in a succeeding Offering which commences after the
withdrawal or in any similar plan that may hereafter be adopted by the
Company.  If a participating employee
withdraws from an Offering, however, payroll deductions shall not 











resume at the beginning of any succeeding Offering
unless the employee makes a new election to participate in the Plan.


12.           Tax Withholding.


Each participating employee shall pay to the Company
or the applicable subsidiary, or make provision satisfactory to the
Administrator for payment of, any taxes required by law to be withheld in
respect of the purchase or disposition of Shares no later than the date of the
event creating the tax liability.  In the
discretion of the Board of Directors and subject to applicable law, such tax
obligations may be paid in whole or in part by delivery of Shares to the
Company, including Shares purchased under the Plan, valued at fair market value
(as determined by the Board of Directors) on the date of delivery.  The Company or the applicable subsidiary may,
to the extent permitted by law, deduct any such tax obligations from any
payment of any kind otherwise due to the employee or withhold Shares purchased hereunder,
which shall be valued at fair market value (as determined by the Board of
Directors) on the date of withholding.


13.           Termination of Employment.


Upon the termination of employment for any reason,
including the death of the employee, before the date on which any rights
granted under the Plan are exercisable, all such rights shall immediately
terminate and amounts paid by the employee or withheld from the employee’s
compensation through payroll deductions for the purpose of purchasing the
Shares shall be paid to the employee or to the employee’s estate, without
interest unless otherwise determined by the Board of Directors.


14.           Participants’ Rights as
Shareholders and Employees.


(a)           No participating employee
shall have any rights as a shareholder in the Shares covered by a right granted
hereunder until such right has been exercised, full payment has been made for
the corresponding Shares and the Share certificate is actually issued.


(b)           Each participating employee is
an employee-at-will (that is to say that either the employee or the Company or
any subsidiary may terminate the employment relationship at any time for any
reason or no reason at all) unless and only to the extent provided in a written
employment agreement for a specified term executed by the chief executive
officer of the Company or his duly authorized designee or the authorized
signatory of any subsidiary.  Neither the
adoption, maintenance, nor operation of the Plan nor any grant of rights
hereunder shall confer upon any employee any right with respect to the
continuance of his/her employment with the Company or any subsidiary nor shall
they interfere with the rights of the Company or subsidiary to terminate any
employee at any time or otherwise change the terms of employment, including,
without limitation, the right to promote, demote or otherwise re-assign any
employee from one position to another within the Company or any subsidiary.


15.           Rights Not Transferable.


Rights under the Plan are not assignable or
transferable by a participating employee and are exercisable only by the
employee.











 


16.           Amendments to or Discontinuation
of the Plan.


The Board of Directors of the Company shall have the
right to amend, modify or terminate the Plan at any time without notice;
provided, however, that the then existing rights of all participating employees
shall not be adversely affected thereby, and provided further that, subject to
the provisions of Section 7 above, no such amendment to the Plan shall, without
the approval of the shareholders of the Company, increase the total number of
Shares which may be offered under the Plan.


17.           Effective Date and Approvals.


(a)           This Plan became effective on January
31, 1998, the date it was adopted by the Board of Directors, and it was
approved by the shareholders of the Company within twelve (12) months before or
after the date of adoption.


(b)           The Company’s obligation to offer,
sell and deliver the Shares under the Plan is subject to (i) the approval of
any governmental authority required in connection with the authorization,  issuance or sale of such Shares, (ii)
satisfaction of the listing requirements of any national securities exchange on
which the Shares are then listed and (iii) compliance, in the opinion of the
Company’s counsel with, all applicable federal and state securities and other
laws.


18.           Term of Plan.


No rights shall be granted under the Plan after
January 30, 2017.


19.           Administration of the Plan.


The Board of Directors or any committee or person(s)
to whom it delegates its authority (the “Administrator”) shall administer,
interpret and apply all provisions of the Plan as it deems necessary to meet
special circumstances not anticipated or covered expressly by the Plan.  Nothing contained in this Section shall be
deemed to authorize the Administrator to alter or administer the provisions of
the Plan in a manner inconsistent with the provisions of Section 423 of the
Code.  Determinations made by the Board
of Directors with respect to any provision of the Plan or matter arising in
connection therewith shall be final, conclusive and binding upon the Company
and upon all participants, their heirs or legal representatives.


20.           Governing Law.


Subject to overriding federal law, the Plan shall be
governed by and interpreted consistently with the laws of the State of
Delaware.