exv10w1



 





Exhibit 10.1




ENTREMED, INC.



2001 LONG-TERM INCENTIVE PLAN, AS AMENDED


 


		
	1.	
    PURPOSE AND TYPES OF AWARDS



     
The purpose of the 2001 Long-Term Incentive Plan
(“Plan”) is to promote the long-term growth and
profitability of the Corporation by: (i) providing key
people with incentives to improve stockholder value and to
contribute to the growth and financial success of the
Corporation and (ii) enabling the Corporation to attract,
retain and reward the best-available persons.


     
The Plan permits the granting of stock options (including
incentive stock options qualifying under Code section 422
and nonqualified stock options), stock appreciation rights,
restricted or unrestricted stock awards, phantom stock,
performance awards, or any combination of the foregoing.


 


		
	2.	
    DEFINITIONS



     
Under this Plan, except where the context otherwise indicates,
the following definitions apply:


     
(a) “Administrator” shall have the meaning
set forth in Section 3(a).


     
(b) “Affiliate” means a corporation,
partnership, business trust, limited liability company or other
form of business organization at least a majority of the total
combined voting power of all classes of stock or other equity
interests of which is owned by the Corporation, either directly
or indirectly, and any other entity designated by the
Administrator in which the Corporation has a significant
interest.


     
(c) “Award” shall mean any stock option,
stock appreciation right, stock award, phantom stock award, or
performance award.


     
(d) “Board” shall mean the Board of
Directors of the Corporation.


     
(e) “Code” shall mean the Internal Revenue
Code of 1986, as amended, and any regulations promulgated
thereunder.


     
(f) “Common Stock” shall mean shares of
common stock of the Corporation, $.01 par value.


     
(g) “Corporation” shall mean EntreMed,
Inc. and any successor thereto.


     
(h) “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.


     
(i) “Fair Market Value” of a share of the
Corporation’s Common Stock for any purpose on a particular
date shall mean the last reported sale price per share of Common
Stock, regular way, on such date or, in case no such sale takes
place on such date, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to
securities listed or admitted to trading on a national
securities exchange or included for quotation on the
Nasdaq-National Market, or if the Common Stock is not so listed
or admitted to trading or included for quotation, the last
quoted price, or if the Common Stock is not so quoted, the
average of the high bid and low asked prices, regular way, in
the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotation
System or, if such system is no longer in use, the principal
other automated quotations system that may then be in use or, if
the Common Stock is not quoted by any such organization, the
average of the closing bid and asked prices, regular way, as
furnished by a professional market maker making a market in the
Common Stock as selected in good faith by the Administrator or
by such other source or sources as shall be selected in good
faith by the Administrator. If, as the case may be, the relevant
date is not a trading day, the determination shall be made as of
the next preceding trading day. As used herein, the term
“trading day” shall mean a day on which public trading
of securities occurs and is reported in the principal
consolidated reporting system referred to above, or if the
Common Stock is not listed or admitted to









 




trading on a national securities exchange or included for
quotation on the Nasdaq-National Market, any business day. In
all events, Fair Market Value shall be determined pursuant to a
method that complies with Section 409A of the Code.



     
(j) ‘‘Grant Agreement” shall mean a
written document memorializing the terms and conditions of an
Award granted pursuant to the Plan and shall incorporate the
terms of the Plan.


     
(k) “Participants” shall have the meaning
set forth in Section 5.


     
(l) “Parent” shall mean a corporation,
whether nor or hereafter existing, within the meaning of the
definition of “parent corporation” provided in Code
section 424(e), or any successor thereto.


     
(m) “Performance Goals” shall mean
performance goals established by the Administrator which may be
based on one or more business criteria selected by the
Administrator that apply to an individual or group of
individuals, a business unit, or the Corporation and/or one or
more of its Affiliates either separately or together, over such
performance period as the Administrator may designate,
including, but not limited to, business criteria based on
operating income, earnings or earnings growth, sales, return on
assets, equity or investment, regulatory compliance,
satisfactory internal or external audits, improvement of
financial ratings, achievement of balance sheet or income
statement objectives, or any other objective goals established
by the Administrator, and may be absolute in their terms or
measured against or in relationship to other companies
comparably, similarly or otherwise situated.


     
(n) “Subsidiary” and
“Subsidiaries” shall mean only a corporation or
corporations, whether now or hereafter existing, within the
meaning of the definition of “subsidiary corporation”
provided in section 424(f) of the Code, or any successor
thereto.


     
(o) “Ten-Percent Stockholder” shall mean a
Participant who (applying the rules of Code section 424(d))
owns stock possessing more than 10% of the total combined voting
power or value of all classes of stock or interests of the
Corporation or a Parent or Subsidiary of the Corporation.


 


		
	3.	
    ADMINISTRATION



     
(a) Administration of the Plan. The Plan shall be
administered by the Board or by such committee or committees as
may be appointed by the Board from time to time (the Board,
committee or committees hereinafter referred to as the
“Administrator”). Notwithstanding the foregoing, the
Administrator may delegate to the Chief Executive Officer of the
Corporation the power to administer this Plan and have the full
authority of the Administrator hereunder with respect to Awards
granted to specified Participants or groups of Participants.


     
(b) Powers of the Administrator. The Administrator
shall have all the powers vested in it by the terms of the Plan,
such powers to include authority, in its sole and absolute
discretion, to grant Awards under the Plan, prescribe Grant
Agreements evidencing such Awards and establish programs for
granting Awards.


     
(c) The Administrator shall have full power and authority
to take all other actions necessary to carry out the purpose and
intent of the Plan, including, but not limited to, the authority
to: (i) determine the eligible persons to whom, and the
time or times at which Awards shall be granted;
(ii) determine the types of Awards to be granted;
(iii) determine the number of shares to be covered by or
used for reference purposes for each Award; (iv) impose
such terms, limitations, restrictions and conditions upon any
such Award as the Administrator shall deem appropriate,
including, but not limited to, whether a stock option shall be
an incentive stock option or a nonqualified stock option, any
exceptions to nontransferability, any Performance Goals
applicable to Awards, any provisions relating to vesting, any
circumstances in which the Awards would terminate, the period
during which Awards may be exercised, and the period during
which Awards shall be subject to restrictions; (v) modify,
amend, extend or renew outstanding Awards, accept the surrender
of outstanding Awards and substitute new Awards, or specify a
lower or higher exercise price, or a longer or shorter term, for
any substituted Awards than the surrendered Awards, or impose
any other provisions that are









 




authorized by this Plan (provided however, that, except as
provided in Section 7(g)(i) of the Plan, any modification
that would materially adversely affect any outstanding Award
shall not be made without the consent of the holder);
(vi) accelerate, extend, or otherwise change the time in
which an Award may be exercised or becomes payable and to waive
or accelerate the lapse, in whole or in part, of any restriction
or condition with respect to such Award, including, but not
limited to, any restriction or condition with respect to the
vesting or exercisability of an Award due to termination of any
Participant’s employment or other relationship with the
Corporation or an Affiliate; and (vii) establish objectives
and conditions, if any, for earning Awards and determining
whether Awards will be paid after the end of a performance
period.



     
(d) In making these determinations, the Administrator may
take into account the nature of the services rendered or to be
rendered by the Award recipients, their present and potential
contributions to the success of the Corporation and its
Affiliates, and such other factors as the Administrator in its
discretion shall deem relevant. Subject to the provisions of the
Plan, the Administrator shall have full power and authority, in
its sole and absolute discretion, to administer and interpret
the Plan and to adopt and interpret such rules, regulations,
agreements, guidelines and instruments for the administration of
the Plan and for the conduct of its business as the
Administrator deems necessary or advisable.


     
(e) Non-Uniform Determinations. The
Administrator’s determinations under the Plan (including,
without limitation, determinations of the persons to receive
Awards, the form, amount and timing of such Awards, the terms
and provisions of such Awards and the Grant Agreements
evidencing such Awards) need not be uniform and may be made by
the Administrator selectively among persons who receive, or are
eligible to receive, Awards under the Plan, whether or not such
persons are similarly situated.


     
(f) Limited Liability. To the maximum extent
permitted by law, no member of the Administrator shall be liable
for any action taken or decision made in good faith relating to
the Plan or any Award thereunder.


     
(g) Effect of Administrator’s Decision. All
actions taken and decisions and determinations made by the
Administrator on all matters relating to the Plan pursuant to
the powers vested in it hereunder shall be in the
Administrator’s sole and absolute discretion and shall be
conclusive and binding on all parties concerned, including the
Corporation, its stockholders, any Participants and any other
employee, consultant, or director of the Corporation, and their
respective successors in interest.


 


		
	4.	
    SHARES AVAILABLE FOR THE PLAN



     
(a) Maximum Issuable Shares. Subject to adjustments
as provided in Section 7(f), the shares of Common Stock
that may be issued with respect to Awards granted under the Plan
shall not exceed an aggregate of 7,250,000 shares of Common
Stock. The Corporation shall reserve such number of shares for
Awards under the Plan, subject to adjustments as provided in
Section 7(f). If any Award, or portion of an Award, under
the Plan expires or terminates unexercised, becomes
unexercisable or is forfeited or otherwise terminated,
surrendered or canceled as to any shares, or if any shares of
Common Stock are surrendered to the Corporation in connection
with any Award (whether or not such surrendered shares were
acquired pursuant to any Award), the shares subject to such
Award and the surrendered shares shall thereafter be available
for further Awards under the Plan; provided, however, that any
such shares that are surrendered to the Corporation in
connection with any Award or that are otherwise forfeited after
issuance shall not be available for purchase pursuant to
incentive stock options intended to qualify under Code
section 422.


     
(b) Maximum Awards. Subject to adjustments as
provided in Section 7(f) and Section 7(g)(ii), the
maximum number of shares of Common Stock subject to Awards of
any combination that may be granted during any calendar year of
the Corporation to any one individual under this Plan shall be
limited to 250,000; provided, however that Awards to an
individual not previously an employee, as an inducement material
to the individual’s entering into employment with the
Corporation, shall be limited to 500,000.









 



 


		
	5.	
    PARTICIPATION



     
(a) Participation in the Plan shall be open to all persons
who are at the time of the grant of an Award employees
(including persons who may become employees), officers,
directors, and consultants of the Corporation, or of any
Affiliate of the Corporation, as may be selected by the
Administrator from time to time. A Participant who has been
granted an Award may, if he or she is otherwise eligible, be
granted additional Awards if the Administrator so determines.


 


		
	6.	
    AWARDS



     
The Administrator, in its sole discretion, establishes the terms
of all Awards granted under the Plan. All Awards shall be
subject to the terms and conditions provided in the Grant
Agreement.


     
(a) Stock Options. The Administrator may from time
to time grant to eligible Participants Awards of incentive stock
options as that term is defined in Code section 422 or
nonqualified stock options; provided, however, that Awards of
incentive stock options shall be limited to employees of the
Corporation or of any Parent or Subsidiary of the Corporation.
Options intended to qualify as incentive stock options under
Code section 422 must have an exercise price at least equal
to Fair Market Value on the date of grant or at least 110% of
Fair Market Value in the case of a Ten-Percent Stockholder, but
nonqualified stock options may be granted with an exercise price
less than Fair Market Value. No stock option shall be an
incentive stock option unless so designated by the Administrator
at the time of grant and such designation is reflected in the
Grant Agreement evidencing such stock option.


     
(b) Stock Appreciation Rights. The Administrator may
from time to time grant to eligible Participants Awards of Stock
Appreciation Rights (“SARs”). A SAR may be exercised
in whole or in part as provided in the applicable Grant
Agreement and entitles the Participant to receive, subject to
the provisions of the Plan and the Grant Agreement, a payment
having an aggregate value equal to the product of (i) the
excess of (A) the Fair Market Value on the exercise date of
one share of Common Stock over (B) the base price per share
specified in the Grant Agreement, multiplied by (ii) the
number of shares covered by the SAR, or portion thereof, which
is exercised. Payment by the Corporation of the amount
receivable upon any exercise of a SAR may be made by the
delivery of Common Stock or cash, or any combination of Common
Stock and cash, as specified in the Grant Agreement. If upon
settlement of the exercise of a SAR a Participant is to receive
a portion of such payment in shares of Common Stock, the number
of shares shall be determined by dividing such portion by the
Fair Market Value of a share of Common Stock on the exercise
date. No fractional shares shall be used for such payment and
the Administrator shall determine whether cash shall be given in
lieu of such fractional shares or whether such fractional shares
shall be eliminated.


     
(c) Stock Awards. The Administrator may from time to
time grant restricted or unrestricted stock Awards to eligible
Participants in such amounts, on such terms and conditions
(which terms and conditions may condition the vesting or payment
of Stock Awards on the achievement of one or more Performance
Goals), and for such considerations, including no consideration
or such minimum consideration as may be required by law, as it
shall determine.


     
(d) Phantom Stock. The Administrator may from time
to time grant Awards to eligible Participants denominated in
stock-equivalent units (“Phantom Stock”) in such
amounts and on such terms and conditions as it shall determine,
which terms and conditions may condition the vesting or payment
of Phantom Stock on the achievement of one or more Performance
Goals. Phantom Stock units granted to a Participant shall be
credited to a bookkeeping reserve account solely for accounting
purposes and shall not require a segregation of any of the
Corporation’s assets. An Award of Phantom Stock may be
settled in Common Stock, in cash, or in a combination of Common
Stock and cash, as specified in the Grant Agreement. Except as
otherwise provided in the applicable Grant Agreement, the
Participant shall not have the rights of a stockholder with
respect to any shares of Common Stock represented by a Phantom
Stock unit solely as a result of the grant of a Phantom Stock
unit to the Participant.









 



     
(e) Performance Awards. The Administrator may, in
its discretion, grant performance Awards, which become payable
on account of attainment of one or more Performance Goals
established by the Administrator. Performance Awards may be paid
by the delivery of Common Stock or cash, or any combination of
Common Stock and cash, as specified in the Grant Agreement.


 


		
	7.	
    MISCELLANEOUS



     
(a) Investment Representations. The Administrator
may require each person acquiring shares of Common Stock
pursuant to Awards hereunder to represent to and agree with the
Corporation in writing that such person is acquiring the shares
without a view to distribution thereof. The certificates for
such shares may include any legend that the Administrator deems
appropriate to reflect any restrictions on transfer. All
certificates for shares issued pursuant to the Plan shall be
subject to such stock transfer orders and other restrictions as
the Administrator may deem advisable under the rules,
regulations and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Common
Stock is then listed or interdealer quotation system upon which
the Common Stock is then quoted, and any applicable federal or
state securities laws. The Administrator may place a legend or
legends on any such certificates to make appropriate reference
to such restrictions.


     
(b) Compliance with Securities Law. Each Award shall
be subject to the requirement that if, at any time, counsel to
the Corporation shall determine that the listing, registration
or qualification of the shares subject to such an Award upon any
securities exchange or interdealer quotation system or under any
state or federal law, or the consent or approval of any
governmental or regulatory body, or that the disclosure of
nonpublic information or the satisfaction of any other condition
is necessary in connection with the issuance or purchase of
shares under such an Award, such Award may not be exercised, in
whole or in part, unless such satisfaction of such condition
shall have been effected on conditions acceptable to the
Administrator. Nothing herein shall be deemed to require the
Corporation to apply for or to obtain such listing, registration
or qualification, or to satisfy such condition.


     
(c) Withholding of Taxes. Participants and holders
of Awards shall pay to the Corporation or its Affiliate, or make
provision satisfactory to the Administrator for payment of, any
taxes required to be withheld in respect of Awards under the
Plan no later than the date of the event creating the tax
liability. The Corporation or its Affiliate may, to the extent
permitted by law, deduct any such tax obligations from any
payment of any kind otherwise due to the Participant or holder
of an Award. In the event that payment to the Corporation or its
Affiliate of such tax obligations is made in shares of Common
Stock, such shares shall be valued at Fair Market Value on the
applicable date for such purposes.


     
(d) Loans. The Corporation or its Affiliate may make
or guarantee loans to Participants to assist Participants in
exercising Awards and satisfying any withholding tax obligations.


     
(e) Transferability. Except as otherwise determined
by the Administrator or provided in a Grant Agreement, no Award
granted under the Plan shall be transferable by a Participant
except by will or the laws of descent and distribution. Unless
otherwise determined by the Administrator in accordance with the
provisions of the immediately preceding sentence, during the
lifetime of the Participant, the Award may be exercised only by
the Participant or, during the period the Participant is under a
legal disability, by the Participant’s guardian or legal
representative. Except as provided above, the Award may not be
assigned, transferred, pledged, hypothecated or disposed of in
any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or similar process.


     
(f) Capital Adjustments. In the event of any change
in the outstanding Common Stock by reason of any stock dividend,
split-up, stock split, recapitalization, reclassification,
combination or exchange of shares, merger, consolidation,
liquidation or the like, the Administrator may, in its
discretion, provide for a substitution for or adjustment in
(i) the number and class of shares of Common Stock subject
to outstanding Awards, (ii) the exercise price of Stock
Options and the base price upon which payments under SARs are
determined, (iii) the aggregate number and class of Shares
for which Awards thereafter may be made under









 




this Plan, (iv) the maximum number of shares of Common
Stock with respect to which a Participant may be granted Awards
during the period specified in Section 4(b) hereof.



     
(g) Modification, Substitution of Awards.



		
	 	     
    (i) Subject to the terms and conditions of this Plan, the
    Administrator may modify the terms of any outstanding Awards;
    provided, however, that no modification of an Award shall,
    without the consent of the Participant, alter or impair any of
    the Participant’s rights or obligations under such Award.
	 
	 	     
    (ii) Anything contained herein to the contrary
    notwithstanding, Awards may, at the discretion of the
    Administrator, be granted under this Plan in substitution for
    stock options and other awards covering capital stock of another
    corporation which is merged into, consolidated with, or all or a
    substantial portion of the property or stock of which is
    acquired by, the Corporation or one of its Affiliates. The terms
    and conditions of the substitute Awards so granted may vary from
    the terms and conditions set forth in this Plan to such extent
    as the Administrator may deem appropriate in order to conform,
    in whole or part, to the provisions of the awards in
    substitution for which they are granted. Such substitute Awards
    granted hereunder shall not be counted toward the limit imposed
    by Section 4(b) hereof, except to the extent it is
    determined by the Administrator that counting such Awards is
    required in order for Awards hereunder to be eligible to qualify
    as “performance-based compensation” within the meaning
    of Section 162(m) of the Code.




     
(h) Foreign Employees. Without amendment of this
Plan, the Administrator may grant Awards to Participants who are
subject to the laws of foreign countries or jurisdictions on
such terms and conditions different from those specified in this
Plan as may in the judgement of the Administrator be necessary
or desirable to foster and promote achievement of the purposes
of this Plan. The Administrator may make such modifications,
amendments, procedures, sub-plans and the like as may be
necessary or advisable to comply with provisions of laws of
other countries or jurisdictions in which the Corporation or any
of its Affiliates operate or have employees.


     
(i) Termination, Amendment and Modification of the
Plan. The Board may amend, alter or terminate the Plan, or
portion thereof, at any time.


     
(j) Non-Guarantee of Employment or Service. Nothing
in the Plan or in any Grant Agreement shall confer on an
individual any legal or equitable right against the Corporation,
any Affiliate or the Administrator, except as expressly provided
in the Plan or the Grant Agreement. Nothing in the Plan or in
any Grant Agreement thereunder shall (i) constitute
inducement, consideration, or contract for employment or service
between an individual and the Corporation or any Affiliate;
(ii) confer any right on an individual to continue in the
service of the Corporation or any Affiliate; or (iii) shall
interfere in any way with the right of the Corporation or any
Affiliate to terminate such service at any time with or without
cause or notice, or to increase or decrease compensation for
such service.


     
(k) Other Employee Benefits. Except as to plans that
by their terms include such amounts as compensation, the amount
of any compensation deemed to be received by a Participant as a
result of the exercise of an Award or the sale of shares
received upon such exercise will not constitute compensation
with respect to which any other employee benefits of such
Participant are determined, including, without limitation,
benefits under any bonus, pension, profit-sharing, life
insurance or salary continuation plan, except as otherwise
specifically determined by the Administrator.


     
(l) 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 Corporation and a Participant or any other person. To the
extent that any Participant or other person acquires a right to
receive payments from the Corporation pursuant to an Award, such
right shall be no greater than the right of any unsecured
general creditor of the Corporation.


     
(m) Governing Law. The validity, construction and
effect of the Plan, of Grant Agreements entered into pursuant to
the Plan, and of any rules, regulations, determinations or
decisions made by the Administrator relating to the Plan or such
Grant Agreements, and the rights of any and all persons having
or claiming to have








 




any interest therein or thereunder, shall be determined
exclusively in accordance with applicable federal laws and the
laws of the State of Delaware without regard to its conflict of
laws principles.



     
(n) Effective Date, Termination Date. The Plan is
effective as of May 14, 2001, the date on which the Plan
was adopted by the Board, subject to the approval of the
stockholders of the Corporation within twelve months of such
effective date. No Award shall be granted under the Plan after
the close of business on May 14, 2011. Subject to other
applicable provisions of the Plan, all Awards made under the
Plan prior to such termination of the Plan shall remain in
effect until such Awards have been satisfied or terminated in
accordance with the Plan and the terms of such Awards.


     
(m) Section 409 A. Effective January 1,
2005 and notwithstanding any other provision of this Plan to the
contrary, to the extent any Award (or modification of an Award)
under this Plan results in the deferral of compensation (for
purposes of Section 409A of the Code), the terms and
conditions of the Award shall comply with Section 409A of
the Code.



Approved by the Stockholders: June 15, 2001



Date Amendment No. 1 Approved by Stockholders: June 6,
2002




Date Amendment No. 2 Approved by Stockholders:
June 18, 2003




Date Amendment No. 3 Approved by Stockholders:
June 16, 2004




Date Amendment No. 4 Approved by Stockholders:
July 28, 2005




Date Amendment No. 4 Approved by Stockholders:
June 15, 2006