exv10w27



 





Exhibit 10.27




ARCHEMIX CORP.




2007 EMPLOYEE STOCK PURCHASE PLAN




     The following constitute the provisions of the 2007 Employee Stock Purchase Plan (the “Plan”)
of Archemix Corp. (the “Company”).



     1. Purpose. The purpose of the Plan is to provide Employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the Company. It is the
intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under
Section 423 of the Code. The provisions of the Plan shall, accordingly, be construed so as to
extend and limit participation in a manner consistent with the requirements of that section of the
Code.



     2. Definitions.



     (a) “Board” shall mean the Board of Directors of the Company, or a committee of the
Board of Directors named by the Board to administer the Plan.



     (b) “Code” shall mean the Internal Revenue Code of 1986, as amended.



     (c) “Common Stock” shall mean the common stock, $0.001 par value, of the Company.



     (d) “Company” shall mean Archemix Corp., a Delaware corporation.



     (e) “Compensation” shall mean all compensation that is taxable income for federal
income tax purposes, including, payments for overtime, shift premium, incentive compensation,
incentive payments, bonuses, commissions and other compensation received from the Company or a
Designated Subsidiary, but excludes relocation, expense reimbursements, tuition or other
reimbursements and income realized as a result of participation in any stock option, stock purchase
or similar plan of the Company or a Designated Subsidiary.



     (f) “Continuous Status as an Employee” shall mean the absence of any interruption or
termination of service as an Employee. Continuous Status as an Employee shall not be considered
interrupted in the case of a leave of absence agreed to in writing by the Company, provided that
such leave is for a period of not more than 90 days or reemployment upon the expiration of such
leave is guaranteed by contract or statute.



     (g) “Contributions” shall mean all amounts credited to the account of a participant
pursuant to the Plan.



     (h) “Designated Subsidiaries” shall mean the Subsidiaries which have been designated
by the Board from time to time in its sole discretion as eligible to participate in the Plan.



     (i) “Employee” shall mean any person who is employed by the Company or one of its
Designated Subsidiaries for tax purposes and who is customarily employed for at least 20 hours per
week and more than five months in a calendar year by the Company or one of its Designated
Subsidiaries.



     (j) “Exercise Date” shall mean the last business day of each Offering Period of the
Plan.



 









 





     (k) “Exercise Price” shall mean with respect to an Offering Period, an amount equal to
85% of the Fair Market Value (as defined in paragraph 7(b)) of a share of Common Stock on the
Offering Date or on the Exercise Date, whichever is lower.



     (l) “Offering Date” shall mean the first business day of each Offering Period of the
Plan.



     (m) “Offering Period” shall mean a period of six months commencing on January 2 and
July 1 of each calendar year.



     (n) “Plan” shall mean this Archemix Corp. 2007 Employee Stock Purchase Plan.



     (o) “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than
50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation
now exists or is hereafter organized or acquired by the Company or a Subsidiary.



     3. Eligibility.



     (a) Any person who has been continuously employed as an Employee for three months as of the
Offering Date of a given Offering Period shall be eligible to participate in such Offering Period
under the Plan and further, subject to the requirements of paragraph 5(a) and the limitations
imposed by Section 423(b) of the Code.



     (b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted
an option under the Plan (i) if, immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own
stock and/or hold outstanding options 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 of
the Company, (ii) which permits his or her rights to purchase stock under all employee stock
purchase plans (described in Section 423 of the Code) of the Company and its Subsidiaries to accrue
at a rate which exceeds $25,000 of fair market value of such stock as defined in paragraph 7(b)
(determined at the time such option is granted) for each calendar year in which such option is
outstanding at any time, or (iii) to purchase more than 2,500 shares (subject to any adjustment
pursuant to paragraph 18) of Common Stock in any one Offering Period. Any option granted under the
Plan shall be deemed to be modified to the extent necessary to satisfy this paragraph 3(b).



     4. Offering Periods. The Plan shall be implemented by a series of Offering Periods,
with a new Offering Period commencing on January 2 and July 1 of each year or the first business
day thereafter (or at such other time or times as may be determined by the Board). The initial
Offering Period shall commence on July 1, 2008 unless otherwise determined by the Board prior to
such date.



     5. Participation.



     (a) An eligible Employee may become a participant in the Plan by completing an Enrollment Form
provided by the Company and filing it with the Company or its designee prior to the applicable
Offering Date, unless a later time for filing the Enrollment Form is set by the Board for all
eligible Employees with respect to a given Offering Period. The Enrollment Form and its submission
may be electronic as directed by the Company. The Enrollment Form shall set forth the percentage
of the participant’s Compensation (which shall be not less than 1% and not more than 10%) to be
paid as Contributions pursuant to the Plan.



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     (b) Payroll deductions shall commence with the first payroll following the Offering Date,
unless a later time is set by the Board with respect to a given Offering Period, and shall end on
the last payroll paid on or prior to the Exercise Date of the Offering Period to which the
Enrollment Form is applicable, unless sooner terminated as provided in paragraph 10.



     6. Method of Payment of Contributions.



     (a) Each participant shall elect to have payroll deductions made on each payroll during the
Offering Period in an amount not less than 1% and not more than 10% of such participant’s
Compensation on each such payroll; provided that the aggregate of such payroll deductions during
the Offering Period shall not exceed 10% of the participant’s aggregate Compensation during said
Offering Period (or such other percentage as the Board may establish from time to time before an
Offering Date). All payroll deductions made by a participant shall be credited to his or her
account under the Plan. A participant may not make any additional payments into such account.



     (b) A participant may discontinue his or her participation in the Plan as provided in
paragraph 10, or, on one occasion only during the Offering Period, may decrease, but may not
increase, the rate of his or her Contributions during the Offering Period by completing and filing
with the Company a new Enrollment Form authorizing a change in the deduction rate. The change in
rate shall be effective as of the beginning of the next payroll period following the date of filing
of the new Enrollment Form, if the Enrollment Form is completed at least ten business days prior to
such date, and, if not, as of the beginning of the next succeeding payroll period.



     (c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of
the Code and paragraph 3(b), a participant’s payroll deductions may be decreased to zero at such
time and for so long as the aggregate of all payroll deductions accumulated with respect to the
current Offering Period and any other Offering Period ending within the current calendar year
equals $21,250. Payroll deductions shall recommence at the rate provided in such participant’s
Enrollment Form at the beginning of the first Offering Period which is scheduled to end in the
following calendar year, unless terminated by the participant as provided in paragraph 10.



     7. Grant of Option.



     (a) On the Offering Date of each Offering Period, each eligible Employee participating in such
Offering Period shall be granted an option to purchase on the Exercise Date of such Offering Period
a number of shares of the Common Stock determined by dividing such Employee’s Contributions
accumulated prior to such Exercise Date and retained in the participant’s account as of the
Exercise Date by the applicable Exercise Price; provided however, that such purchase shall be
subject to the limitations set forth in paragraphs 3(b) and 12. The fair market value of a share
of the Common Stock shall be determined as provided in paragraph 7(b).



     (b) The fair market value of the Common Stock on a given date shall be determined by the Board
based on (i) if the Common Stock is listed on a national securities exchange or traded in the
over-the-counter market and sales prices are regularly reported for the Common Stock, the closing
or last sale price of the Common Stock for such date (or, in the event that the Common Stock is not
traded on such date, on the immediately preceding trading date), on the composite tape or other
comparable reporting system or (ii) if the Common Stock is not listed on a national securities
exchange and such price is not regularly reported, the mean between the bid and asked prices per
share of the Common Stock at the close of trading in the over-the-counter market.



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     8. Exercise of Option. Unless a participant withdraws from the Plan as provided in
paragraph 10, his or her option for the purchase of shares will be exercised automatically on the
Exercise Date of the Offering Period, and the maximum number of full shares subject to the option
will be purchased for him or her at the applicable Exercise Price with the accumulated
Contributions in his or her account. If a fractional number of shares results, then such number
shall be rounded down to the next whole number and any unapplied cash shall be carried forward to
the next Exercise Date, unless the participant requests a cash payment. The shares purchased upon
exercise of an option hereunder shall be deemed to be transferred to the participant on the
Exercise Date. During a participant’s lifetime, a participant’s option to purchase shares
hereunder is exercisable only by him or her.



     9. Delivery. Upon the written request of a participant, certificates representing the
shares purchased upon exercise of an option will be issued as promptly as practicable after the
Exercise Date of each Offering Period to participants who wish to hold their shares in certificate
form.



     10. Withdrawal; Termination of Employment.



     (a) A participant may withdraw all but not less than all the Contributions credited to his or
her account under the Plan at any time prior to the Exercise Date of the Offering Period by giving
written notice to the Company or its designee. All of the participant’s Contributions credited to
his or her account will be paid to him or her promptly after receipt of his or her notice of
withdrawal and his or her option for the current period will be automatically terminated, and no
further Contributions for the purchase of shares will be made during the Offering Period.



     (b) Upon termination of the participant’s Continuous Status as an Employee prior to the
Exercise Date of the Offering Period for any reason, including retirement or death, the
Contributions credited to his or her account will be returned to him or her or, in the case of his
or her death, to the person or persons entitled thereto under paragraph 14, and his or her option
will be automatically terminated.



     (c) In the event an Employee fails to remain in Continuous Status as an Employee for at least
20 hours per week during the Offering Period in which the Employee is a participant, he or she will
be deemed to have elected to withdraw from the Plan and the Contributions credited to his or her
account will be returned to him or her and his or her option terminated.



     (d) A participant’s withdrawal from an Offering Period will not have any effect upon his or
her eligibility to participate in a succeeding offering or in any similar plan which may hereafter
be adopted by the Company.



     11. Interest. No interest shall accrue on the Contributions of a participant in the
Plan.



     12. Stock.



     (a) The maximum number of shares of Common Stock which shall be made available for sale under
the Plan shall be 750,000 shares, plus an annual increase on the first day of each of the Company’s
fiscal years beginning in 2009, equal to the lesser of (i) 375,000 shares or (ii) such lesser
number of shares as is determined by the Board, subject to adjustment upon changes in
capitalization of the Company as provided in paragraph 18. If the total number of shares which
would otherwise be subject to options granted pursuant to paragraph 7(a) on the Offering Date of an
Offering Period exceeds the number of shares then available under the Plan (after deduction of all
shares for which options have been exercised), the Company shall make a pro rata allocation of the
shares remaining available for option grants in as uniform a manner as shall be practicable and as
it shall determine to be equitable. Any



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amounts remaining in an Employee’s account not applied to the purchase of shares pursuant to this
paragraph 12 shall be refunded on or promptly after the Exercise Date. In such event, the Company
shall give written notice of such reduction of the number of shares subject to the option to each
Employee affected thereby and shall similarly reduce the rate of Contributions, if necessary.




     (b) The participant will have no interest or voting right in shares covered by his or her
option until such option has been exercised.



     13. Administration. The Board shall supervise and administer the Plan and shall have
full power to adopt, amend and rescind any rules deemed desirable and appropriate for the
administration of the Plan and not inconsistent with the Plan, to construe and interpret the Plan,
and to make all other determinations necessary or advisable for the administration of the Plan.



     14. Designation of Beneficiary.



     (a) A participant may designate a beneficiary who is to receive any shares and cash, if any,
from the participant’s account under the Plan in the event of such participant’s death subsequent
to the end of the Offering Period but prior to delivery to him or her of such shares and cash. In
addition, a participant may designate a beneficiary who is to receive any cash from the
participant’s account under the Plan in the event of such participant’s death prior to the Exercise
Date of the Offering Period. If a participant is married and the designated beneficiary is not the
spouse, spousal consent shall be required for such designation to be effective. Beneficiary
designations shall be made either in writing or by electronic delivery as directed by the Company.



     (b) Such designation of beneficiary may be changed by the participant (and his or her spouse,
if any) at any time by submission of the required notice, which may be electronic. In the event of
the death of a participant and in the absence of a beneficiary validly designated under the Plan
who is living at the time of such participant’s death, the Company shall deliver such shares and/or
cash to the executor or administrator of the estate of the participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company, in its discretion,
may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of
the participant, or if no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.



     15. Transferability. Neither Contributions credited to a participant’s account nor
any rights with regard to the exercise of an option or to receive shares under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of
descent and distribution or as provided in paragraph 14) by the participant. Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect, except that the Company
may treat such act as an election to withdraw funds in accordance with paragraph 10.



     16. Use of Funds. All Contributions received or held by the Company under the Plan
may be used by the Company for any corporate purpose, and the Company shall not be obligated to
segregate such Contributions.



     17. Reports. Individual accounts will be maintained for each participant in the Plan.
Statements of account will be given to participating Employees promptly following the Exercise
Date, which statements will set forth the amounts of Contributions, the per share purchase price,
the number of shares purchased and the remaining cash balance, if any.



     18. Adjustments Upon Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by unexercised options



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under the Plan, the number of shares of Common Stock which have been authorized for issuance under
the Plan pursuant to paragraph 12(a) but are not yet subject to options, including the yearly
increase set forth in paragraph 12(a)(i), the maximum number of Shares of Common Stock that may be
purchased by a participant in an Offering Period, as well as the price per share of Common Stock
covered by each unexercised option 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 or reclassification of the Common Stock. Such
adjustment shall be made by the Board, whose determination in that respect shall be final, binding
and conclusive.




          In the event of the proposed dissolution or liquidation of the Company, an Offering Period
then in progress will terminate immediately prior to the consummation of such proposed action,
unless otherwise provided by the Board. In the event of a proposed sale of all or substantially
all of the assets of the Company, or the merger, consolidation or other capital reorganization of
the Company with or into another corporation, each option outstanding under the Plan shall be
assumed or an equivalent option shall be substituted by such successor corporation or a parent or
subsidiary of such successor corporation, unless the Board determines, in the exercise of its sole
discretion and in lieu of such assumption or substitution, to shorten the Offering Period then in
progress by setting a new Exercise Date (the “New Exercise Date”). If the Board shortens the
Offering Period then in progress in lieu of assumption or substitution in the event of a merger or
sale of assets, the Board shall notify each participant in writing, at least ten days prior to the
New Exercise Date, that the Exercise Date for his or her option has been changed to the New
Exercise Date and that his or her option will be exercised automatically on the New Exercise Date,
unless prior to such date he or she has withdrawn from the Offering Period as provided in paragraph
10. For purposes of this paragraph, an option granted under the Plan shall be deemed to be assumed
if, following the sale of assets, merger or other reorganization, the option confers the right to
purchase, for each share of Common Stock subject to the option immediately prior to the sale of
assets, merger or other reorganization, the consideration (whether stock, cash or other securities
or property) received in the sale of assets, merger or other reorganization by holders of Common
Stock for each share of Common Stock held on the effective date of such transaction (and if such
holders were offered a choice of consideration, the type of consideration chosen by the holders of
a majority of the outstanding shares of Common Stock); provided, however, that if such
consideration received in such transaction was not solely common stock of the successor corporation
or its parent (as defined in Section 424(e) of the Code), the Board may, with the consent of the
successor corporation, provide for the consideration to be received upon exercise of the option to
be solely common stock of the successor corporation or its parent equal in fair market value to the
per share consideration received by holders of Common Stock in the sale of assets, merger or other
reorganization.




          The Board may, if it so determines in the exercise of its sole discretion, also make provision
for adjustments to the number of shares set forth in the Plan, as well as the price per share of
Common Stock covered by each outstanding option, in the event that the Company effects one or more
reorganizations, recapitalizations, rights offerings or other increases or reductions of shares of
its outstanding Common Stock, and in the event of the Company being consolidated with or merged
into any other corporation.




     19. Amendment or Termination.



          (a) The Board may at any time terminate or amend the Plan. Except as provided in paragraph
18, no such termination may affect options previously granted, nor may an amendment make any change
in any option theretofore granted which adversely affects the rights of any participant provided
that an Offering Period may be terminated by the Board on an Exercise Date or by the Board’s
setting a new Exercise Date with respect to an Offering Period then in progress if the Board
determines that termination of the Offering Period is in the best interests of the Company and the
stockholders or if




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continuation of the Offering Period would cause the Company to incur adverse accounting charges in
the generally-accepted accounting rules applicable to the Plan. In addition, to the extent
necessary to comply with Section 423 of the Code (or any successor rule or provision or any
applicable law or regulation), the Company shall obtain stockholder approval in such a manner and
to such a degree as so required.




          (b) Without stockholder consent and without regard to whether any participant rights may be
considered to have been adversely affected, the Board shall be entitled to change the Offering
Periods, limit the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S.
dollars, permit payroll withholding in excess of the amount designated by a participant in order to
adjust for delays or mistakes in the Company’s processing of properly completed withholding
elections, establish reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock for each participant
properly correspond with amounts withheld from the participant’s Compensation, and establish such
other limitations or procedures as the Board determines in its sole discretion advisable that are
consistent with the Plan.




     20. Notices. All notices or other communications by a participant to the Company
under or in connection with the Plan shall be deemed to have been duly given when received in the
form specified by the Company at the location, or by the person, designated by the Company for the
receipt thereof.



     21. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an
option unless the exercise of such option and the issuance and delivery of such shares pursuant
thereto shall comply with all applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.



     As a condition to the exercise of an option, the Company may require the person exercising
such option to represent and warrant at the time of any such exercise that the shares are being
purchased only for investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.



     22. Right to Terminate Employment. Nothing in the Plan or in any agreement entered
into pursuant to the Plan shall confer upon any Employee or other optionee the right to continue in
the employment of the Company or any Subsidiary, or affect any right which the Company or any
Subsidiary may have to terminate the employment of such Employee or other optionee.



     23. Rights as a Stockholder. Neither the granting of an option nor a deduction from
payroll shall constitute an Employee the owner of shares covered by an option. No optionee shall
have any right as a stockholder unless and until an option has been exercised, and the shares
underlying the option have been registered in the Company’s share register.



     24. Term of Plan. The Plan was adopted by the Board of Directors on September 19,
2007 and shall become effective on January 2, 2008. The Plan shall continue in effect until
December 31, 2017 unless sooner terminated under paragraph 19.



     25. Applicable Law. This Plan shall be governed in accordance with the laws of the
State of Delaware, applied without giving effect to any conflict-of-law principles.




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