Exhibit 10.2 Amended 1998 Non-qualified Employee Stock Purchase Plan


    


    


    Exhibit
      10.2

     

    PROGENICS
      PHARMACEUTICALS, INC.

    NON-QUALIFIED
      EMPLOYEE STOCK PURCHASE PLAN

    500,000
      Shares

    (as
      amended effective June 11, 2007)

    


    1.
      PURPOSE

    


        The
      purpose
      of the Non-Qualified Employee Stock Purchase Plan (the "Plan") of Progenics
      Pharmaceuticals, Inc. (the "Company") is to provide employees of the Company
      with the same equity interest in the Company's success they would have under
      the
      Company's qualified Employee Stock Purchase Plan (the "Qualified Plan") but
      for
      the limitations imposed by Section 423 of the Internal Revenue Code (the
      "Code"), which limitations are set forth in Section 4 of the Qualified
      Plan.

    


    2.
      STOCK
      SUBJECT TO THE PLAN

    


        The
      Company
      may issue and sell a total of 500,000 shares of its common stock, par value
      $.0013 per share (the "Common Stock"), pursuant to the Plan. Such shares may
      be
      either authorized but unissued shares or treasury shares and may include shares
      that have been subject to unexercised options, whether such options have
      terminated or expired by their terms, by cancellation or otherwise.


    


    3.
      ADMINISTRATION

    


        The
      Plan
      shall be administered by a committee (the "Committee") consisting of the entire
      Board of Directors of the Company or of two or more non-employee directors
      thereof. The Committee shall have the power and authority as may be necessary
      to
      carry out the provisions of the Plan, including the interpretation and
      construction of the Plan and the option grants made under the Plan, the adoption
      of such rules and regulations as it may deem advisable and the termination
      of
      further option grants under the Plan.

    


    4.
      ELIGIBILITY

    


        Options
      under
      the Plan shall be granted only to employees of the Company, all employees of
      the
      Company are eligible to receive option grants and all employees granted options
      under the Plan shall have the same rights and privileges. Notwithstanding the
      foregoing, no employee shall be granted an option if such employee (i) is
      eligible to be granted options under the Qualified Plan and (ii) is granted
      options under the Qualified Plan which permit his rights to purchase stock
      thereunder to accrue at a rate which is less than $6,250 of the fair market
      value of such stock (determined at the time such option is granted) for each
      fiscal quarter in which such option is outstanding at any time. Furthermore,
      the
      Committee may in its sole discretion impose such restrictions on eligibility
      as
      may be permitted by Section 423(b)(4) of the Code. Notwithstanding the
      foregoing, for any date of grant effective on or after July 1, 2007, no employee
      shall be granted an option if, immediately after the option is granted, such
      employee owns stock possessing 5% or more of the total combined voting power
      or
      value of all classes of stock of the Company, within the meaning of Section
      423(b)(3) of the Code.

    


    5.
      OPTION
      GRANTS

    


        Until
      such
      time as the Committee in its sole discretion terminates further option grants
      under the Plan, all eligible employees of the Company shall, on July 1, October
      1, January 1 and April 1 of each year (the "Date of Grant") starting July 1,
      1998, be granted an option to purchase the Common Stock, each such option to
      be
      subject and pursuant to the following terms and conditions:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


        (a)
      Option
      Term.
      The
      term of each option shall be from the Date of Grant to the date six months
      after
      the Date of Grant (the "Date of Expiration").

    


        (b)
      Option
      Price.
      The
      purchase price per share for each (the "Option Price") shall be the lesser
      of
      (i) the fair market value of the Common Stock on the Date of Grant or (ii)
      85%
      of the fair market value of the Common Stock on the Date of Exercise (as such
      term is defined below). As used herein, the fair market value of the Common
      Stock on the Date of Grant shall be the closing price of the Common Stock on
      the
      Nasdaq National Market on the date prior to the Date of Grant and the fair
      market value of the Common Stock on the Date of Exercise shall be the closing
      price of the Common Stock on the Nasdaq National Market on the Date of Exercise
      provided, however, that, if the employee exercising the option resells the
      shares on the Date of Exercise, the average selling price for such shares,
      before the payment of brokerage commissions and expenses, shall be the fair
      market value on the Date of Exercise. In the event the Common Stock ceases
      at
      any time to be traded on the Nasdaq National Market, the fair market value
      of
      the Common Stock shall be determined in such manner as may be set by the
      Committee.

    


        (c)
      Number
      of Option Shares.
      Unless
      and until the Committee in its sole discretion determines otherwise, the number
      of shares subject to each option shall be the whole number equal to (i) up
      to
      25% of each employee's total compensation during the fiscal quarter starting
      with the Date of Grant, as percentage shall be determined by the Committee
      prior
      to the Date of Grant, divided by (ii) the lesser of the fair market value of
      the
      Common Stock on the Date of Grant or 85% of the closing price of the Common
      Stock on the Nasdaq National Market on the date prior to the Date of Exercise
      (or such other manner for determining the fair market value of the Common Stock
      on such date if not then traded on the Nasdaq National Market) minus (iii)
      the
      number of shares subject to an option granted under the Qualified Plan with
      the
      same Date of Grant.

    


        (d)
      Exercise.
      The
      date of exercise of each option (the "Date of Exercise") shall be the date
      or
      dates specified by the Committee in writing prior to the Date of Grant of an
      option that occurs during the three-month period starting with the date three
      months after the Date of Grant of the option and ending on the Date of
      Expiration of the option. Exercise shall not be made with respect to less than
      the total number of shares subject to each option and shall effected by
      delivering to the Company written notice of exercise at least one day prior
      to
      the Date of Exercise. 

    


        (e)
      Payment.
      Payment
      for the shares purchased upon exercise of each option (including the amount,
      if
      any, necessary to satisfy federal, state or local income tax withholding
      requirements) shall be in cash within five business days following the Date
      of
      Exercise and, in the event payment is not received, the Company may withhold
      the
      shares and cancel the option. Notwithstanding the foregoing, the Committee
      may
      in its sole discretion permit employees (i) to pay for shares acquired upon
      exercise of options by delivering shares of the Common Stock owned by such
      employee or (ii) to forgo payment for the shares and receive instead the net
      number of shares that would be received if such employee borrowed shares of
      the
      Common Stock for payment of the purchase price and returned the borrowed shares
      from the shares acquired upon exercise of the option.

    


        (f)
      Termination
      of Employment.
      In the
      event an employee's employment with the Company terminates for any reason other
      than the employee's death, any option held by such employee shall forthwith
      terminate without any further rights on the part of the employee. In the event
      of an employee's death, the employee's estate, legal representative or
      beneficiary may exercise any option held by such employee at any time prior
      to
      the Date of Expiration with respect to such option. Nothing herein shall be
      deemed to confer any right of continued employment with the Company or to limit
      the right of the Company to terminate employment with any employee.



    
      
        
        

      

      
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    6.
      RIGHTS
      AS A STOCKHOLDER

    


        Until
      such
      time as each option has been exercised and the shares acquired thereby have
      been
      issued and delivered to the employee pursuant to such exercise, the employee
      shall have no rights as a stockholder with respect to the shares of the Common
      Stock subject to the option.

    


    7.
      NONTRANSFERABILITY OF THE OPTION

    


        Any
      option
      granted under the Plan may not be assigned or transferred except by will or
      by
      the laws of descent and distribution and is exercisable during the life of
      the
      employee only by the employee.

    


    8.
      COMPLIANCE WITH SECURITIES LAWS

    


        If
      the shares
      to be issued upon exercise of any option granted under the Plan have not been
      registered under the Securities Act of 1933, as amended, and any applicable
      state securities laws, the Company's obligation to issue such shares shall
      be
      conditioned upon receipt of a representation in writing that the employee is
      acquiring such shares for his or her own account and not with a view to the
      distribution thereof and the certificate representing such shares shall bear
      a
      legend in such form as the Company's counsel deems necessary or desirable.
      In no
      event shall the Company be obligated to issue any shares pursuant to the
      exercise of an option if, in the opinion of the Company's counsel, such issuance
      would result in a violation of any federal or state securities
      laws.

    


    9.
      CHANGE
      OF CONTROL

    


        In
      the event
      of a Change of Control (as such term is defined below), all outstanding options
      under the Plan shall immediately become fully exercisable and all of the rights
      and benefits relating thereto shall become fixed and not subject to change
      or
      revocation by the Company. As used herein, a Change of Control shall be deemed
      to have occurred if (i) any person within the meaning of Section 13(d) and
      14(d)
      of the Exchange Act, other than the Company or any officer or director of the
      Company, becomes the beneficial owner, within the meaning of Rule 13d-3 under
      the Exchange Act, of 20% or more of the combined voting securities of the
      Company or (ii) a change of 20% or more in the composition of the Board of
      Directors of the Company occurs without the approval of the majority of said
      Board of Directors as it exists at the time immediately preceding such change
      in
      composition. To the extent necessary for compliance with Section 409A of the
      Code, any option subject to the requirements of Section 409A that would
      otherwise become exercisable upon a Change in Control shall only become
      exercisable upon such event to the extent that the requirements for a “change in
      control” for purposes of Section 409A have been satisfied. 

    


    10.
      STOCK
      ADJUSTMENTS

    


        (a)
      In the
      event of a stock dividend, stock split, recapitalization, merger in which the
      Company is the surviving corporation or other capital adjustment affecting
      the
      outstanding shares of the Common Stock, an appropriate adjustment shall be
      made,
      as determined by the Board of Directors of the Company, to the number of shares
      subject to the Plan and the exercise price per share with respect to any option
      granted under the Plan.

    


        (b)
      In the
      event of the complete liquidation of the Company or of a reorganization,
      consolidation or merger in which the Company is not the surviving corporation,
      any option granted under the Plan shall continue in full force and effect unless
      either (i) the Board of Directors of the Company modifies such option so that
      it
      is fully exercisable with respect to the number of shares measured by the then
      current compensation prior to the effective date of such transaction or (ii)
      the
      surviving corporation issues or assumes a stock option contemplated by Section
      424(a) of the Code.


    
      
        
        

      

      
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    11.
      EFFECTIVENESS OF THE PLAN

    


        The
      Plan has
      been adopted on April 22, 1998 by resolution of the Board of Directors of the
      Company and shall become effective upon the approval by the affirmative votes
      of
      the holders of a majority of the Common Stock present, or represented, and
      entitled to vote at a meeting duly held in accordance with the applicable laws
      of the State of Delaware. The Plan as amended and restated herein became
      effective following its adoption by the Board and its approval by the Company’s
      stockholders on the date of the 2007 Annual Meeting of
      Stockholders.

    


    12.
      AMENDMENT OF THE PLAN

    


        The
      Board may
      at any time alter, amend, suspend or terminate the Plan in whole or in part,
      provided, however, that (i) no alteration, amendment, suspension or termination
      shall adversely affect the rights of an employee with respect to any outstanding
      options granted under the Plan and (ii) any amendment which must be approved
      by
      the stockholders of the Company in order to ensure that all transactions under
      the Plan continue to be exempt under Rule 16b-3 under the Exchange Act or any
      successor provision or to comply with any rule or regulation of a governmental
      authority, applicable securities exchange or Nasdaq National Market shall not
      be
      effective unless and until such stockholder approval has been obtained in
      compliance with such rule or regulation. 

    


    13. 409A
      COMPLIANCE

     

        To
      the extent
      applicable, it is intended that the Plan and all options granted hereunder
      comply with the requirements of Section 409A of the Code, and the Plan shall
      be
      interpreted and applied by the Committee in a manner consistent with this intent
      in order to avoid the imposition of any additional tax under Section 409A of
      the
      Code. In the event that any provision of the Plan is determined by the Committee
      to not comply with the applicable requirements of Section 409A of the Code,
      the
      Committee shall have the authority to take such actions and to make such
      interpretations or changes to the Plan as the Committee deems necessary to
      comply with such requirements, provided that the Committee shall act in a manner
      that is intended to preserve the economic value of the option to the employee.
      Notwithstanding the foregoing or anything elsewhere in the Plan to the contrary,
      if an employee is treated as a "specified employee" as defined in Section 409A
      of the Code with respect to any payment under the Plan upon a termination of
      service of the employee, then solely to the extent necessary to avoid the
      imposition of any additional tax under Section 409A of the Code, such payment
      shall be deferred until the date that is six months following the employee's
      termination of service (or such other period as required to comply with Section
      409A).