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Form 10-Q CASI Pharmaceuticals, For: Jun 30

August 12, 2021 10:02 AM

Exhibit 10.1

OPTIONEE:

DATE OF GRANT:

EXERCISE PRICE:

COVERED SHARES:

PERFORMANCE-CONTINGENT STOCK OPTIONS

(For Optionees in China)

CASI Pharmaceuticals, Inc. 2021 Long-Term Incentive Plan

Non-Qualified Stock Option Grant Agreement

1.Definitions.  Definitions for defined terms used in this Agreement are provided under Section 11 below.

2.Grant of Option.  Pursuant to the Plan and subject to the terms of this Agreement, the Corporation hereby grants to the Optionee, as of the Date of Grant, the Option to purchase from the Corporation that number of shares identified as the “Covered Shares” on page 1 of this Agreement, exercisable at the Exercise Price.

3.Terms of the Option.

3.1Type of Option; Option Period; Exercisability (Vesting).  The Option is intended to be a nonstatutory stock option. The Option may be exercised in whole shares during the period commencing on the vesting date of the Option (or portion of the Option, if applicable) and terminating on the Date of Expiration.  The Option will vest in accordance with the following performance condition(s):

[DESCRIBE VESTING CONDITION, SAMPLE BELOW:

(i)

fifty percent (50%) upon the first ANDA manufactured at the Corporation’s Wuxi site and approved by China’s NMPA (formerly, the CFDA); and

(ii)

fifty percent (50%) upon the second ANDA manufactured at the Corporation’s Wuxi site and approved by China’s NMPA.]

3.2The occurrence of the performance condition is subject to and shall be certified by the Corporation’s Compensation Committee.  The Option automatically expires and is cancelled if the vesting date /performance condition does not occur by [PERFORMANCE DEADLINE, IF ANY.]  [NOTE TO DRAFT: FOR NEW EMPLOYEES, THE VESTING DATE SHALL NOT BE EARLIER THAN 90 DAYS AFTER THE DATE OF GRANT.]

Notwithstanding the foregoing, upon a Change of Control, the Option shall thereupon vest and become exercisable at any time prior to the Date of Expiration, as to the full number of Covered Shares.  In no event shall the number of Covered Shares as to which the Option is exercisable increase after termination of the Optionee’s Service.

3.3Nontransferability. The Option is not transferable by the Optionee other than by will or by the laws of descent and distribution or as otherwise permitted by the Administrator, and is exercisable, during the Optionee’s lifetime, only by the Optionee, or, in the event of the Optionee’s legal disability, by the Optionee’s legal representative.

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3.4Exercise Method, Payment of the Exercise Price.  The Optionee, upon exercise, in whole or in part, of the Option, may pay the Exercise Price as follows:

(a)if at the time of exercise, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system and in accordance with such rules as may be specified by the Administrator, delivery to the Corporation of a properly executed exercise notice and irrevocable instructions to a registered securities broker promptly to sell all shares received from the exercise and to deliver to the Corporation cash equal to total proceeds from the sale, net of any brokerage and other expenses deducted by the broker,  which includes the Exercise Price for that portion of the Option being exercised, and any applicable federal, state and local tax withholding requirements.

(b)if the Common Stock is not listed for trading on a national securities exchange or automated dealer quotation system, the Optionee may not exercise the Options.

Optionee agrees that any proceeds to be received under the Plan and this Agreement shall be repatriated to a special Chinese domestic corporate bank account for employee stock incentive plans as approved by the State Administration for Foreign Exchange (SAFE) for distribution to Optionee in accordance with relevant Chinese foreign exchange regulations.

4.Capital Adjustments.  The number of Covered Shares as to which the Option has not been exercised, the Exercise Price, and the type of stock or other consideration to be received on exercise of the Option shall be subject to such adjustment or change, if any, as the Administrator in its sole discretion deems appropriate to reflect such events as stock dividends, split-ups, spin-offs, recapitalizations, reclassifications, combinations or exchanges of shares, mergers, consolidations, liquidations, or the like, of or by the Corporation.  Any adjustment determined to be appropriate by the Administrator shall be conclusive and shall be binding on the Optionee.

5.Exercise.

5.1Notice.  The Option shall be exercised, in whole or in part, by the delivery to the Corporation of written notice of such exercise, in such form as the Administrator may from time to time prescribe, accompanied by full payment (or means of full payment permitted by Section 3.4 hereof) of the Exercise Price with respect to that portion of the Option being exercised.  Until the Administrator notifies the Optionee to the contrary, the form attached to this Agreement as Exhibit A shall be used to exercise the Option.

5.2Withholding.  The Corporation’s obligation to issue or deliver shares of Common Stock upon the exercise of the Option shall be subject to the satisfaction of any applicable federal, state and local tax withholding requirements as well as any foreign tax withholding obligations.   The Corporation or an Affiliate shall have the right to withhold individual income tax on any proceeds received by the Optionee under the Plan and this Agreement pursuant to the applicable Chinese tax rules.

5.3Effect.  The exercise, in whole or in part, of the Option shall cause a reduction in the number of Covered Shares as to which the Option may be exercised in an amount equal to the number of shares of Common Stock as to which the Option is exercised.

5.4Restrictions on Exercise.  Notwithstanding any other provision of this Agreement, the Option may not be exercised at any time that the Corporation does not have an effective registration statement under the Securities Act of 1933, as amended, relating to the offer of the Common Stock to the Optionee under the Plan, unless the Administrator agrees to permit such exercise.

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6.Legends; Subject to the Plan.  The Optionee agrees that the shares of Common Stock issued upon exercise of the Option may include any legend which the Administrator deems appropriate to reflect the transfer and other restrictions contained in the Plan, this Agreement, or to comply with applicable laws. The Option evidenced by this Agreement and the exercise thereof are subject to the terms and conditions of the Plan, which is incorporated by reference and made a part hereof, but the terms of the Plan shall not be considered an enlargement of any rights or benefits under this Agreement.  In addition, the Option is subject to any rules and regulations promulgated by the Administrator.

7.Rights as Stockholder.  The Optionee shall have no rights as a stockholder with respect to any shares of Common Stock subject to the Option until and unless such shares are issued to the Optionee pursuant to this Agreement.

8.Service.  Neither the grant of the Option evidenced by this Agreement nor any term or provision of this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Corporation to employ or retain the Optionee for any period.

9.Governing Law.  The validity, construction, interpretation and enforceability of this agreement shall be determined and governed by the laws of the State of Maryland without giving effect to the principles of conflicts of laws.

10.Severability.  If any provision of this Agreement shall be held to be invalid, illegal or unenforceable in any material respect, such provision shall be replaced with a provision that is as close as possible in effect to such invalid, illegal or unenforceable provision, and still be valid, legal and enforceable, and the validity, legality and enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.

11.Definitions.  In this Agreement, capitalized terms used herein shall have the following meanings:

11.1Cause” means the Optionee’s (a) failure to substantially perform his or her duties (other than by reason of Disability) with respect to the Corporation or any of its Affiliates, (b) engaging in conduct injurious to the Corporation or any of its Affiliates, (c) breach of an employment or confidentiality or non-disclosure agreement, (d) breach of fiduciary duty to the Corporation or any of its Affiliates, (e) dishonesty, fraud, alcohol or illegal drug abuse, or misconduct with respect to the business or affairs of the Corporation or any of its Affiliates, (f) willful violation of the policies of the Corporation or any of its Affiliates after receiving written notice of such violation,  (g) conviction of a felony or crime involving moral turpitude, or (h) any other causes defined under the Chinese Labor Law, Labor Contract Law and relevant regulations as well as the employment contract between the Corporation (or an Affiliate) and the Optionee for which the Corporation or an Affiliate has the right to terminate Optionee’s employment or Service unilaterally.  All determinations of Cause hereunder shall be made by the Administrator in its sole discretion and shall be binding for all purposes hereunder.

11.2Change of Control” means, and shall be deemed to have occurred, if:

(a)any Person or Persons acting together, excluding the employee benefit plans of the Corporation, acquire or become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions thereto), directly or indirectly of securities of the Corporation representing fifty one percent (51%) or more of the combined voting power of the Corporation’s then outstanding securities;

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(b)the Corporation consummates a merger, consolidation, share exchange, division or other reorganization or transaction of the Corporation ( a “Fundamental Transaction”) with any other corporation, other than a Fundamental Transaction which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least sixty percent (60%) of the combined voting power immediately after such Fundamental Transaction of (A) the Corporation’s outstanding securities, (B) the surviving entity’s outstanding securities or (C) in the case of a division, the outstanding securities of each entity resulting from the division;

(c)the stockholders of the Corporation approve a plan of complete liquidation or winding-up of the Corporation or the Corporation consummates the sale or disposition (in one transaction or a series of transactions) of all or substantially all of the Corporation’s assets; or

(d)during any period of twenty-four consecutive months, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Corporation’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.

11.3Covered Shares” means the shares of Common Stock subject to the Option.

11.4Date of Exercise” means the date on which the Corporation receives notice pursuant to Section 5.1 of the exercise, in whole or in part, of the Option.

11.5Date of Expiration” means the date on which the Option shall expire, which shall be the earliest of the following times: (a) the expiration of the performance event required for vesting as set forth in Section 3.2; (b) the date of the first notification to the Optionee that the Optionee’s Service is terminated by the Corporation or an Affiliate for Cause (for the avoidance of doubt, the date of first notification that the Optionee’s Service will be terminated by the Corporation or an Affiliate for Cause means that the Corporation or an Affiliate sends a notice to Optionee that the Corporation or an Affiliate intends to terminate Optionee’s Service or employment for Cause, regardless whether the employment contract is eventually terminated in the form of unilateral termination, mutual termination, resignation or non-renewal of the existing employment contract under Chinese Labor Law, Labor Contract Law or relevant regulations); (c) ninety (90) days after termination of the Optionee’s Service for any reason other than by the Corporation or an Affiliate for Cause, death or Disability; (d) one (1) year  after termination of the Optionee’s Service with the Corporation or an Affiliate by reason of death or  Disability or (e) ten years after the Date of Grant.

11.6Date of Grant” means the date set forth at the beginning of this Agreement.

11.7Disability” means total and permanent disability under Section 22(e)(3) of the Code or the Optionee’s becoming entitled to long-term disability benefits under the long-term disability plan or policy of the Corporation and/or its Affiliates that covers the Optionee.

11.8Exercise Price” means the dollar amount per share of Common Stock set forth on page 1 of this Agreement, as it may be adjusted from time to time pursuant to Section 4 hereof.

11.9Option” means the stock option granted to the Optionee in Section 2 of this Agreement.

11.10Optionee” means the person identified on page 1 of this Agreement.

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11.11Person” means the term “person” within the meaning of Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)(3) and 14(d) thereof.

11.12Plan” means the CASI Pharmaceuticals, Inc. 2021 Long-Term Incentive Plan, as amended from time to time.

11.13Service” means, if the Optionee is an employee of the Corporation and/or any of its Affiliates (as determined by the Administrator in its discretion), the Optionee’s service as an employee of the Corporation and/or any of its Affiliates.

12.Optionee acknowledges and agrees that the Option granted and any proceeds received under the Plan and this Agreement are part of the Corporation’s employee stock incentive program for which the Corporation retains discretion pursuant to the terms of the Plan and shall not be treated as part of Optionee’s normal salaries or bonuses, nor shall it be treated as part of Optionee’s renumeration base for purposes of calculating statutory severance or mandatory social insurance contributions under Chinese Labor Law, Labor Contract Law and relevant regulations.

13.Optionee hereby agrees that the Corporation and/or an Affiliate shall have the right to disclose his personal data or information related to the performance of this Agreement and the Plan to relevant government agencies (including, without limitation, SAFE and tax authorities) for purposes of completing relevant regulatory filings as required under applicable law.

14.This Agreement may be amended by the Corporation to comply with any applicable national, provincial, or local regulations of the People’s Republic of China.

[Signature Page Follows.]

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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be signed on its behalf by the undersigned, thereunto duly authorized, effective as of the Date of Grant.

ATTEST:

    

CASI PHARMACEUTICALS, INC.

By:

Name:

Cynthia W. Hu

Title:

General Counsel

Accepted and agreed to as of the Date of Grant:

Optionee

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EMPLOYEE ACKNOWLEDGEMENT

To: CASI Pharmaceuticals, Inc.

CASI Pharmaceuticals (China) Co., Ltd.

Dear Sirs and Madams,

Reference is made to Stock Option Grant Agreement (including any amendments thereto) executed between CASI Pharmaceuticals, Inc. (together with CASI Pharmaceuticals (China) Co., Ltd., “CASI” or “Company”) and me.

I hereby acknowledge and confirm that I will exercise my stock options granted under the Stock Option Grant Agreement in a manner of cashless exercise (i.e., exercise price will be deducted from the sales proceeds after sale of the underlying shares) and the Company or its plan administrator shall have the authority to sell all underlying shares I receive as a result of my exercise of the stock options on the same day of exercise.

Regards,

Employee Name:

Date:

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EXHIBIT A

EXERCISE OF OPTION

Board of Directors

CASI Pharmaceuticals, Inc.

Ladies and Gentlemen:

The undersigned, the Optionee under the Stock Option Agreement (“Agreement”) on the grant date of _______________ granted pursuant to the CASI Pharmaceuticals, Inc. 2021 Long-Term Incentive Plan, hereby irrevocably elects to exercise the Option granted in the Agreement to purchase ___ shares of Common Stock of CASI Pharmaceuticals, Inc., par value $.01 per share (the “Option Shares”), and herewith makes payment of $                   in the form of (check all that apply and if more than one is checked, indicate the amount to be paid by each payment method):

[ ]  Cash or Check:

[ ]  Common Stock:

[ ]  Brokerage Transaction:

The undersigned hereby elects to satisfy applicable withholding requirements by (check all that apply and, if more than one is checked, indicate the amount to be withheld by each withholding method):

[ ]  Cash or Check:

[ ]  Withholding of Common Stock:

[ ]  Delivery of Common Stock:

Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Agreement.

Date:

    

(Signature of Optionee)

Date received by CASI Pharmaceuticals, Inc.:

Received by:

Note: Shares of Common Stock being delivered in payment of all or any part of the Exercise Price must be represented by certificates registered in the name of the Optionee and duly endorsed by the Optionee and by each and every other co-owner in whose name the shares may also be registered.

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Exhibit 10.2

OPTIONEE:

DATE OF GRANT:

EXERCISE PRICE:

COVERED SHARES:

(FOR OPTIONEES IN CHINA)

CASI Pharmaceuticals, Inc. 2021 Long-Term Incentive Plan

Non-Qualified Stock Option Grant Agreement

1.          Definitions.  Definitions for defined terms used in this Agreement are provided under Section 11 below.

2.          Grant of Option.  Pursuant to the Plan and subject to the terms of this Agreement, the Corporation hereby grants to the Optionee, as of the Date of Grant, the Option to purchase from the Corporation that number of shares identified as the “Covered Shares” on page 1 of this Agreement, exercisable at the Exercise Price.

3.          Terms of the Option.

3.1    Type of Option; Option Period; Exercisability.  The Option is intended to be a nonstatutory stock option. The Option may be exercised in whole shares during the period commencing on the Date of Grant and terminating on the Date of Expiration, as follows:  [For new employees] [After 90 days from the Date of Grant], the Option will vest and become exercisable in annual installments over a four-year vesting period according to the following vesting schedule:

(i) twenty-five percent (25%) (_____) on ________________;

(ii) twenty-five percent (25%) (_____) on ________________;

(iii) twenty-five percent (25%) (_____) on ________________; and

(iv) twenty-five percent (25%) (_____) on ________________;

Notwithstanding the foregoing, upon a Change of Control, the Option shall thereupon vest and become exercisable at any time prior to the Date of Expiration, as to the full number of Covered Shares.  In no event shall the number of Covered Shares as to which the Option is exercisable increase after termination of the Optionee’s Service.

3.2    Nontransferability. The Option is not transferable by the Optionee other than by will or by the laws of descent and distribution or as otherwise permitted by the Administrator, and is exercisable, during the Optionee’s lifetime, only by the Optionee, or, in the event of the Optionee’s legal disability, by the Optionee’s legal representative.

3.3    Exercised Method, Payment of the Exercise Price.  The Optionee, upon exercise, in whole or in part, of the Option, may pay the Exercise Price as follows:

(a)  if at the time of exercise, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system and in accordance with such rules as may be specified by the Administrator, delivery to the Corporation of a properly executed exercise notice and irrevocable instructions to a registered securities broker promptly to sell all shares received from the exercise and to deliver to the Corporation cash equal to total proceeds from the sale, net of any brokerage and other expenses deducted by the broker,  which includes the Exercise Price for that portion of the Option being exercised, and any applicable federal, state and local tax withholding requirements.

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(b)  if the Common Stock is not listed for trading on a national securities exchange or automated dealer quotation system, the Optionee may not exercise the Options.

Optionee agrees that any proceeds to be received under the Plan and this Agreement shall be repatriated to a special Chinese domestic corporate bank account for employee stock incentive plans as approved by the State Administration for Foreign Exchange (SAFE) for distribution to Optionee in accordance with relevant Chinese foreign exchange regulations.

4.          Capital Adjustments.  The number of Covered Shares as to which the Option has not been exercised, the Exercise Price, and the type of stock or other consideration to be received on exercise of the Option shall be subject to such adjustment or change, if any, as the Administrator in its sole discretion deems appropriate to reflect such events as stock dividends, split-ups, spin-offs, recapitalizations, reclassifications, combinations or exchanges of shares, mergers, consolidations, liquidations, or the like, of or by the Corporation.  Any adjustment determined to be appropriate by the Administrator shall be conclusive and shall be binding on the Optionee.

5.          Exercise.

5.1    Notice.  The Option shall be exercised, in whole or in part, by the delivery to the Corporation of written notice of such exercise, in such form as the Administrator may from time to time prescribe, accompanied by full payment (or means of full payment permitted by Section 3.4 hereof) of the Exercise Price with respect to that portion of the Option being exercised.  Until the Administrator notifies the Optionee to the contrary, the form attached to this Agreement as Exhibit A shall be used to exercise the Option.

5.2    Withholding.  The Corporation’s obligation to issue or deliver shares of Common Stock upon the exercise of the Option shall be subject to the satisfaction of any applicable federal, state and local tax withholding requirements. The Corporation or an Affiliate shall have the right to withhold individual income tax on any proceeds received by the Optionee under the Plan and this Agreement pursuant to the applicable Chinese tax rules.

5.3    Effect.  The exercise, in whole or in part, of the Option shall cause a reduction in the number of Covered Shares as to which the Option may be exercised in an amount equal to the number of shares of Common Stock as to which the Option is exercised.

5.4    Restrictions on Exercise.  Notwithstanding any other provision of this Agreement, the Option may not be exercised at any time that the Corporation does not have an effective registration statement under the Securities Act of 1933, as amended, relating to the offer of the Common Stock to the Optionee under the Plan, unless the Administrator agrees to permit such exercise.

6.          Legends; Subject to the Plan.  The Optionee agrees that the shares of Common Stock issued upon exercise of the Option may include any legend which the Administrator deems appropriate to reflect the transfer and other restrictions contained in the Plan, this Agreement, or to comply with applicable laws. The Option evidenced by this Agreement and the exercise thereof are subject to the terms and conditions of the Plan, which is incorporated by reference and made a part hereof, but the terms of the Plan shall not be considered an enlargement of any rights or benefits under this Agreement.  In addition, the Option is subject to any rules and regulations promulgated by the Administrator.

7.          Rights as Stockholder.  The Optionee shall have no rights as a stockholder with respect to any shares of Common Stock subject to the Option until and unless such shares are issued to the Optionee pursuant to this Agreement.

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8.         Service.  Neither the grant of the Option evidenced by this Agreement nor any term or provision of this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Corporation to employ or retain the Optionee for any period.

9.         Governing Law.  The validity, construction, interpretation and enforceability of this agreement shall be determined and governed by the laws of the United States and State of Maryland without giving effect to the principles of conflicts of laws.

10.         Severability.  If any provision of this Agreement shall be held to be invalid, illegal or unenforceable in any material respect, such provision shall be replaced with a provision that is as close as possible in effect to such invalid, illegal or unenforceable provision, and still be valid, legal and enforceable, and the validity, legality and enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.

11.         Definitions.  In this Agreement, capitalized terms used herein shall have the following meanings:

11.1    “Cause” means the Optionee’s (a) failure to substantially perform his or her duties (other than by reason of Disability) with respect to the Corporation or any of its Affiliates, (b) engaging in conduct injurious to the Corporation or any of its Affiliates, (c) breach of an employment or confidentiality or nondisclosure agreement, (d) breach of fiduciary duty to the Corporation or any of its Affiliates, (e) dishonesty, fraud, alcohol or illegal drug abuse, or misconduct with respect to the business or affairs of the Corporation or any of its Affiliates, (f) willful violation of the policies of the Corporation or any of its Affiliates after receiving written notice of such violation, (g) conviction of a felony or crime involving moral turpitude; or (h) any other causes defined under the Chinese Labor Law, Labor Contract Law and relevant regulations as well as the employment contract between the Corporation (or an Affiliate) and the Optionee for which the Corporation or an Affiliate has the right to terminate Optionee’s employment or Service unilaterally.  All determinations of Cause hereunder shall be made by the Administrator in its sole discretion and shall be binding for all purposes hereunder.

11.2    “Change of Control” means, and shall be deemed to have occurred, if:

(a)  any Person or Persons acting together, excluding the employee benefit plans of the Corporation, acquire or become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions thereto), directly or indirectly of securities of the Corporation representing fifty one percent (51%) or more of the combined voting power of the Corporation’s then outstanding securities;

(b)  the Corporation consummates a merger, consolidation, share exchange, division or other reorganization or transaction of the Corporation ( a “Fundamental Transaction”) with any other corporation, other than a Fundamental Transaction which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least sixty percent (60%) of the combined voting power immediately after such Fundamental Transaction of (A) the Corporation’s outstanding securities, (B) the surviving entity’s outstanding securities or (C) in the case of a division, the outstanding securities of each entity resulting from the division;

(c)  the stockholders of the Corporation approve a plan of complete liquidation or winding-up of the Corporation or the Corporation consummates the sale or disposition (in one transaction or a series of transactions) of all or substantially all of the Corporation’s assets; or

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(d)  during any period of twenty-four consecutive months, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Corporation’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.

11.3    “Covered Shares” means the shares of Common Stock subject to the Option.

11.4    “Date of Exercise” means the date on which the Corporation receives notice pursuant to Section 5.1 of the exercise, in whole or in part, of the Option.

11.5    “Date of Expiration” means the date on which the Option shall expire, which shall be the earliest of the following times:

(a)  the date of the first notification to the Optionee that the Optionee’s Service is terminated by the Corporation or an Affiliate for Cause (for the avoidance of doubt, the date of first notification that the Optionee’s Service will be terminated by the Corporation or an Affiliate for Cause means that the Corporation or an Affiliate sends a notice to Optionee that the Corporation or an Affiliate intends to terminate Optionee’s Service or employment for Cause, regardless whether the employment contract is eventually terminated in the form of unilateral termination, mutual termination, resignation or non-renewal of the existing employment contract under Chinese Labor Law, Labor Contract Law or relevant regulations);

(b)  ninety (90) days after termination of the Optionee’s Service for any reason other than by the Corporation or an Affiliate for Cause, death or Disability;

(c)  one (1) year after termination of the Optionee’s Service with the Corporation or an Affiliate by reason of death or Disability or

(d)  ten years after the Date of Grant.

11.6    “Date of Grant” means the date set forth at the beginning of this Agreement.

11.7    “Disability” means total and permanent disability under Section 22(e)(3) of the Code or the Optionee’s becoming entitled to long-term disability benefits under the long-term disability plan or policy of the Corporation and/or its Affiliates that covers the Optionee.

11.8    “Exercise Price” means the dollar amount per share of Common Stock set forth on page 1 of this Agreement, as it may be adjusted from time to time pursuant to Section 4 hereof.

11.9    “Option” means the stock option granted to the Optionee in Section 2 of this Agreement.

11.10  “Optionee” means the person identified on page 1 of this Agreement.

11.11   “Person” means the term “person” within the meaning of Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)(3) and 14(d) thereof.

11.12   “Plan” means the CASI Pharmaceuticals, Inc. 2021 Long-Term Incentive Plan, as amended from time to time.

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11.13   “Service” means, if the Optionee is an employee of the Corporation and/or any of its Affiliates (as determined by the Administrator in its discretion), the Optionee’s service as an employee of the Corporation and/or any of its Affiliates.

12.         Optionee acknowledges and agrees that the Option granted and any proceeds received under the Plan and this Agreement are part of the Corporation’s employee stock incentive program for which the Corporation retains discretion pursuant to the terms of the Plan and shall not be treated as part of Optionee’s normal salaries or bonuses, nor shall it be treated as part of Optionee’s renumeration base for purposes of calculating statutory severance or mandatory social insurance contributions under Chinese Labor Law, Labor Contract Law and relevant regulations.

13.         Optionee hereby agrees that the Corporation and/or an Affiliate shall have the right to disclose his personal data or information related to the performance of this Agreement and the Plan to relevant government agencies (including, without limitation, SAFE and tax authorities) for purposes of completing relevant regulatory filings as required under applicable law.

14.         This Agreement may be amended by the Corporation to comply with any applicable national, provincial, or local regulations of the People’s Republic of China.

[Signature Page Follows.]

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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be signed on its behalf by the undersigned, thereunto duly authorized, effective as of the Date of Grant.

ATTEST:

    

CASI PHARMACEUTICALS, INC.

By:

Name:

Cynthia W. Hu

Title:

General Counsel

   

Accepted and agreed to as of the Date of Grant:

    

Optionee Signature

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EMPLOYEE ACKNOWLEDGEMENT

To:       CASI Pharmaceuticals, Inc.
CASI Pharmaceuticals (China) Co., Ltd.

Dear Sirs and Madams,

Reference is made to Stock Option Grant Agreement (including any amendments thereto) executed between CASI Pharmaceuticals, Inc. (together with CASI Pharmaceuticals (China) Co., Ltd., “CASI” or “Company”) and me.

I hereby acknowledge and confirm that I will exercise my stock options granted under the Stock Option Grant Agreement in a manner of cashless exercise (i.e., exercise price will be deducted from the sales proceeds after sale of the underlying shares) and the Company or its plan administrator shall have the authority to sell all underlying shares I receive as a result of my exercise of the stock options on the same day of exercise.

Regards,

Employee Name:

Date:

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EXHIBIT A

EXERCISE OF OPTION

Board of Directors

CASI Pharmaceuticals, Inc.

Ladies and Gentlemen:

The undersigned, the Optionee under the Stock Option Agreement (“Agreement”) on the grant date of _______________ granted pursuant to the CASI Pharmaceuticals, Inc. 2021 Long-Term Incentive Plan, hereby irrevocably elects to exercise the Option granted in the Agreement to purchase ___ shares of Common Stock of CASI Pharmaceuticals, Inc., par value $.01 per share (the “Option Shares”), and herewith makes payment of $                     in the form of (check all that apply and if more than one is checked, indicate the amount to be paid by each payment method):

[ ] Cash or Check:

[ ] Common Stock:

[ ] Brokerage Transaction:

The undersigned hereby elects to satisfy applicable withholding requirements by (check all that apply and, if more than one is checked, indicate the amount to be withheld by each withholding method):

[ ] Cash or Check:

[ ] Withholding of Common Stock:

[ ] Delivery of Common Stock:

Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Agreement.

Date:

    

(Signature of Optionee)

Date received by CASI Pharmaceuticals, Inc.:

Received by:

Note: Shares of Common Stock being delivered in payment of all or any part of the Exercise Price must be represented by certificates registered in the name of the Optionee and duly endorsed by the Optionee and by each and every other co-owner in whose name the shares may also be registered.

CHINA Stock Option Agreement (Time-Based)

8


Exhibit 10.3

OPTIONEE:

DATE OF GRANT:

EXERCISE PRICE:

COVERED SHARES:

PERFORMANCE-CONTINGENT STOCK OPTIONS

(FOR OPTIONEES IN U.S.)

CASI Pharmaceuticals, Inc. 2021 Long-Term Incentive Plan

Non-Qualified Stock Option Grant Agreement

1.Definitions.  Definitions for defined terms used in this Agreement are provided under Section 10 below.

2.Grant of Option.  Pursuant to the Plan and subject to the terms of this Agreement, the Corporation hereby grants to the Optionee, as of the Date of Grant, the Option to purchase from the Corporation that number of shares identified as the “Covered Shares” on page 1 of this Agreement, exercisable at the Exercise Price.

3.Terms of the Option.

3.1Type of Option.  The Option is intended to be a nonstatutory stock option.

3.2Option Period; Exercisability (Vesting).  The Option may be exercised in whole shares during the period commencing on the vesting date of the Option (or portion of the Option, if applicable) and terminating on the Date of Expiration.  The Option will vest in accordance with the following performance condition(s):

The occurrence of the performance condition is subject to and shall be certified by the Corporation’s Compensation Committee.

Notwithstanding the foregoing, upon a Change of Control, the Option shall thereupon vest and become exercisable at any time prior to the Date of Expiration, as to the full number of Covered Shares.  In no event shall the number of Covered Shares as to which the Option is exercisable increase after termination of the Optionee’s Service.

3.3Nontransferability. The Option is not transferable by the Optionee other than by will or by the laws of descent and distribution or as otherwise permitted by the Administrator, and is exercisable, during the Optionee’s lifetime, only by the Optionee, or, in the event of the Optionee’s legal disability, by the Optionee’s legal representative.

3.4Payment of the Exercise Price.  The Optionee, upon exercise, in whole or in part, of the Option, may pay the Exercise Price by any or all of the following means, either alone or in combination:

(a)cash or check payable to the order of the Corporation;

(b)if at the time of exercise, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system, delivery (either actual or constructive) of shares of unencumbered Common Stock (provided that such shares, if acquired under the Option or under any other option or award granted under the Plan or any other plan sponsored or mentioned by the Corporation, have been held by the Optionee for at least six months or such other period as determined by the

U.S. Stock Option Agreement (Performance-Contingent)

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Administrator) that have an aggregate Fair Market Value on the Date of Exercise equal to that portion of the Exercise Price being paid by delivery of such shares; or

(c)if at the time of exercise, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system and in accordance with such rules as may be specified by the Administrator, delivery to the Corporation of a properly executed exercise notice and irrevocable instructions to a registered securities broker promptly to deliver to the Corporation cash equal to the Exercise Price for that portion of the Option being exercised.

4.Capital Adjustments.  The number of Covered Shares as to which the Option has not been exercised, the Exercise Price, and the type of stock or other consideration to be received on exercise of the Option shall be subject to such adjustment or change, if any, as the Administrator in its sole discretion deems appropriate to reflect such events as stock dividends, split-ups, spin-offs, recapitalizations, reclassifications, combinations or exchanges of shares, mergers, consolidations, liquidations, or the like, of or by the Corporation.  Any adjustment determined to be appropriate by the Administrator shall be conclusive and shall be binding on the Optionee.

5.Exercise.

5.1Notice.  The Option shall be exercised, in whole or in part, by the delivery to the Corporation of written notice of such exercise, in such form as the Administrator may from time to time prescribe, accompanied by full payment (or means of full payment permitted by Section 3.4 hereof) of the Exercise Price with respect to that portion of the Option being exercised.  Until the Administrator notifies the Optionee to the contrary, the form attached to this Agreement as Exhibit A shall be used to exercise the Option.

5.2Withholding.  The Corporation’s obligation to issue or deliver shares of Common Stock upon the exercise of the Option shall be subject to the satisfaction of any applicable federal, state and local tax withholding requirements.  The Optionee may satisfy any such withholding obligation by any of the following means or by a combination of such means: (a) tendering a cash payment; (b) if at the time the withholding obligation arises, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system, authorizing the Corporation to withhold shares of Common Stock (other than Unvested Shares) from the shares otherwise issuable to the Optionee upon exercise of the Option; or (c) if at the time the withholding obligation arises, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system, delivering to the Corporation already-owned and unencumbered shares of Common Stock.  For purposes of this Section 5.2, shares of Common Stock that are withheld or delivered to satisfy applicable withholding taxes shall be valued at their Fair Market Value on the date the withholding tax obligation arises, and in no event shall the aggregate Fair Market Value of the shares of Common Stock withheld and/or delivered pursuant to this Section 5.2 exceed the minimum amount of taxes required to be withheld in connection with exercise of the Option.

5.3Effect.  The exercise, in whole or in part, of the Option shall cause a reduction in the number of Covered Shares as to which the Option may be exercised in an amount equal to the number of shares of Common Stock as to which the Option is exercised.

5.4Restrictions on Exercise.  Notwithstanding any other provision of this Agreement, the Option may not be exercised at any time that the Corporation does not have an effective registration statement under the Securities Act of 1933, as amended, relating to the offer of the Common Stock to the Optionee under the Plan, unless the Administrator agrees to permit such exercise.

U.S. Stock Option Agreement (Performance-Contingent)

2


6.Legends; Subject to the Plan.  The Optionee agrees that, if applicable, shares of Common Stock issued upon exercise of the Option may include restrictions which the Administrator deems appropriate to reflect the transfer and other restrictions contained in the Plan, this Agreement, or to comply with applicable laws. The Option evidenced by this Agreement and the exercise thereof are subject to the terms and conditions of the Plan, which is incorporated by reference and made a part hereof, but the terms of the Plan shall not be considered an enlargement of any rights or benefits under this Agreement.  In addition, the Option is subject to any rules and regulations promulgated by the Administrator.

7.Rights as Stockholder.  The Optionee shall have no rights as a stockholder with respect to any shares of Common Stock subject to the Option until and unless such shares are issued to the Optionee pursuant to this Agreement.

8.Governing Law.  The validity, construction, interpretation and enforceability of this agreement shall be determined and governed by the laws of the State of Maryland without giving effect to the principles of conflicts of laws.

9.Severability.  If any provision of this Agreement shall be held to be invalid, illegal or unenforceable in any material respect, such provision shall be replaced with a provision that is as close as possible in effect to such invalid, illegal or unenforceable provision, and still be valid, legal and enforceable, and the validity, legality and enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.

10.Definitions.  In this Agreement, capitalized terms used herein shall have the following meanings:

10.1Cause” means the Optionee’s (a) failure to substantially perform his or her duties (other than by reason of Disability) with respect to the Corporation or any of its Affiliates, (b) engaging in conduct injurious to the Corporation or any of its Affiliates, (c) breach of fiduciary duty to the Corporation or any of its Affiliates, (d) dishonesty, fraud, alcohol or illegal drug abuse, or misconduct with respect to the business or affairs of the Corporation or any of its Affiliates, (e) willful violation of the policies of the Corporation or any of its Affiliates after receiving written notice of such violation, or (f) conviction of a felony or crime involving moral turpitude.  All determinations of Cause hereunder shall be made by the Administrator in its sole discretion and shall be binding for all purposes hereunder.

10.2Change of Control” means, and shall be deemed to have occurred, if:

(a)any Person or Persons acting together, excluding the employee benefit plans of the Corporation, acquire or become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions thereto), directly or indirectly of securities of the Corporation representing fifty one percent (51%) or more of the combined voting power of the Corporation’s then outstanding securities;

(b)the Corporation consummates a merger, consolidation, share exchange, division or other reorganization or transaction of the Corporation ( a “Fundamental Transaction”) with any other corporation, other than a Fundamental Transaction which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least sixty percent (60%) of the combined voting power immediately after such Fundamental Transaction of (A) the Corporation’s outstanding securities, (B) the surviving entity’s outstanding securities or (C) in the case of a division, the outstanding securities of each entity resulting from the division;

U.S. Stock Option Agreement (Performance-Contingent)

3


(c)the stockholders of the Corporation approve a plan of complete liquidation or winding-up of the Corporation or the Corporation consummates the sale or disposition (in one transaction or a series of transactions) of all or substantially all of the Corporation’s assets; or

(d)during any period of twenty-four consecutive months, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Corporation’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.

10.3Covered Shares” means the shares of Common Stock subject to the Option.

10.4Date of Exercise” means the date on which the Corporation receives notice pursuant to Section 5.1 of the exercise, in whole or in part, of the Option.

10.5Date of Expiration” means the date on which the Option shall expire, which shall be the earliest of the following times: (a) the expiration of the performance event required for vesting as set forth in Section 3.2; (b) the date of the first notification to the Optionee that the Optionee’s Service is terminated by the Corporation or an Affiliate for Cause; (c) ninety (90) days after termination of the Optionee’s Service for any reason other than by the Corporation or an Affiliate for Cause, death or Disability; (d) one (1) year  after termination of the Optionee’s Service with the Corporation or an Affiliate by reason of death or  Disability or (e) ten years after the Date of Grant. “Date of Grant” means the date set forth at the beginning of this Agreement.

10.6Exercise Price” means the dollar amount per share of Common Stock set forth on page 1 of this Agreement, as it may be adjusted from time to time pursuant to Section 4 hereof.

10.7Option” means the stock option granted to the Optionee in Section 2 of this Agreement.

10.8Optionee” means the person identified on page 1 of this Agreement.

10.9Person” means the term “person” within the meaning of Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)(3) and 14(d) thereof.

10.10Plan” means the CASI Pharmaceuticals, Inc. 2021 Long-Term Incentive Plan, as amended from time to time.

10.11Service” means the Optionee’s service on the Board of Directors, or his or her employment by the Corporation, as the case may be.

[Signature Page Follows.]

U.S. Stock Option Agreement (Performance-Contingent)

4


IN WITNESS WHEREOF, the Corporation has caused this Agreement to be signed on its behalf by the undersigned, thereunto duly authorized, effective as of the Date of Grant.

ATTEST:

    

CASI PHARMACEUTICALS, INC.

By:

Name:

Cynthia W. Hu

Title:

General Counsel

Accepted and agreed to as of the Date of Grant:

Optionee:

U.S. Stock Option Agreement (Performance-Contingent)

5


EXHIBIT A

EXERCISE OF OPTION

Board of Directors

CASI Pharmaceuticals, Inc.

Ladies and Gentlemen:

The undersigned, the Optionee under the Stock Option Agreement (“Agreement”) on the grant date of _______________ granted pursuant to the CASI Pharmaceuticals, Inc. 2021 Long-Term Incentive Plan, hereby irrevocably elects to exercise the Option granted in the Agreement to purchase ___ shares of Common Stock of CASI Pharmaceuticals, Inc., par value $.01 per share (the “Option Shares”), and herewith makes payment of $____________ in the form of (check all that apply and if more than one is checked, indicate the amount to be paid by each payment method):

[ ]  Cash or Check:

[ ]  Common Stock:

[ ]  Brokerage Transaction:

The undersigned hereby elects to satisfy applicable withholding requirements by (check all that apply and, if more than one is checked, indicate the amount to be withheld by each withholding method):

[ ]  Cash or Check:

[ ]  Withholding of Common Stock:

[ ]  Delivery of Common Stock:

Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Agreement.

Date:

    

(Signature of Optionee)

Date received by CASI Pharmaceuticals, Inc.:

Received by:

Note: Shares of Common Stock being delivered in payment of all or any part of the Exercise Price must be represented by certificates registered in the name of the Optionee and duly endorsed by the Optionee and by each and every other co-owner in whose name the shares may also be registered.

U.S. Stock Option Agreement (Performance-Contingent)

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Exhibit 10.4

OPTIONEE:

DATE OF GRANT:

EXERCISE PRICE:

COVERED SHARES:

(FOR OPTIONEES IN U.S.)

CASI Pharmaceuticals, Inc. 2021 Long-Term Incentive Plan

Non-Qualified Stock Option Grant Agreement

1.Definitions.  Definitions for defined terms used in this Agreement are provided under Section 11 below.

2.Grant of Option.  Pursuant to the Plan and subject to the terms of this Agreement, the Corporation hereby grants to the Optionee, as of the Date of Grant, the Option to purchase from the Corporation that number of shares identified as the “Covered Shares” on page 1 of this Agreement, exercisable at the Exercise Price.

3.Terms of the Option.

3.1Type of Option.  The Option is intended to be a nonstatutory stock option.

3.2Option Period; Exercisability (Vesting).  The Option will vest and become exercisable in annual installments over a four-year vesting period according to the following vesting schedule:

(i) twenty-five percent (25%) (_____) on [first anniversary of grant date];

(ii) twenty-five percent (25%) (_____) on [second anniversary of grant date];

(iii) twenty-five percent (25%) (_____) on [third anniversary of grant date]; and

(iv) twenty-five percent (25%) (_____) on [fourth anniversary of grant date];

Notwithstanding the foregoing, upon a Change of Control, the Option shall thereupon vest and become exercisable at any time prior to the Date of Expiration, as to the full number of Covered Shares.  In no event shall the number of Covered Shares as to which the Option is exercisable increase after termination of the Optionee’s Service.

3.3Nontransferability. The Option is not transferable by the Optionee other than by will or by the laws of descent and distribution or as otherwise permitted by the Administrator, and is exercisable, during the Optionee’s lifetime, only by the Optionee, or, in the event of the Optionee’s legal disability, by the Optionee’s legal representative.

3.4Payment of the Exercise Price.  The Optionee, upon exercise, in whole or in part, of the Option, may pay the Exercise Price by any or all of the following means, either alone or in combination:

(a)cash or check payable to the order of the Corporation;

(b)if at the time of exercise, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system, delivery (either actual or constructive) of shares of unencumbered Common Stock (provided that such shares, if acquired under the Option or under any other option or award granted under the Plan or any other plan sponsored or mentioned by the Corporation, have been held by the Optionee for at least six months or such other period as determined

U.S. Stock Option Agreement (Time-Based)

1


by the Administrator) that have an aggregate Fair Market Value on the Date of Exercise equal to that portion of the Exercise Price being paid by delivery of such shares; or

(c)if at the time of exercise, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system and in accordance with such rules as may be specified by the Administrator, delivery to the Corporation of a properly executed exercise notice and irrevocable instructions to a registered securities broker promptly to deliver to the Corporation cash equal to the Exercise Price for that portion of the Option being exercised.

4.Capital Adjustments.  The number of Covered Shares as to which the Option has not been exercised, the Exercise Price, and the type of stock or other consideration to be received on exercise of the Option shall be subject to such adjustment or change, if any, as the Administrator in its sole discretion deems appropriate to reflect such events as stock dividends, split-ups, spin-offs, recapitalizations, reclassifications, combinations or exchanges of shares, mergers, consolidations, liquidations, or the like, of or by the Corporation.  Any adjustment determined to be appropriate by the Administrator shall be conclusive and shall be binding on the Optionee.

5.Exercise.

5.1Notice.  The Option shall be exercised, in whole or in part, by the delivery to the Corporation of written notice of such exercise, in such form as the Administrator may from time to time prescribe, accompanied by full payment (or means of full payment permitted by Section 3.4 hereof) of the Exercise Price with respect to that portion of the Option being exercised.  Until the Administrator notifies the Optionee to the contrary, the form attached to this Agreement as Exhibit A shall be used to exercise the Option.

5.2Withholding.  The Corporation’s obligation to issue or deliver shares of Common Stock upon the exercise of the Option shall be subject to the satisfaction of any applicable federal, state and local tax withholding requirements.  The Optionee may satisfy any such withholding obligation by any of the following means or by a combination of such means: (a) tendering a cash payment; (b) if at the time the withholding obligation arises, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system, authorizing the Corporation to withhold shares of Common Stock (other than Unvested Shares) from the shares otherwise issuable to the Optionee upon exercise of the Option; or (c) if at the time the withholding obligation arises, the Common Stock is listed for trading on a national securities exchange or automated dealer quotation system, delivering to the Corporation already-owned and unencumbered shares of Common Stock.  For purposes of this Section 5.2, shares of Common Stock that are withheld or delivered to satisfy applicable withholding taxes shall be valued at their Fair Market Value on the date the withholding tax obligation arises, and in no event shall the aggregate Fair Market Value of the shares of Common Stock withheld and/or delivered pursuant to this Section 5.2 exceed the minimum amount of taxes required to be withheld in connection with exercise of the Option.

5.3Effect.  The exercise, in whole or in part, of the Option shall cause a reduction in the number of Covered Shares as to which the Option may be exercised in an amount equal to the number of shares of Common Stock as to which the Option is exercised.

5.4Restrictions on Exercise.  Notwithstanding any other provision of this Agreement, the Option may not be exercised at any time that the Corporation does not have an effective registration statement under the Securities Act of 1933, as amended, relating to the offer of the Common Stock to the Optionee under the Plan, unless the Administrator agrees to permit such exercise.

U.S. Stock Option Agreement (Time-Based)

2


6.Legends; Subject to the Plan.  The Optionee agrees that the shares of Common Stock issued upon exercise of the Option may include any legend which the Administrator deems appropriate to reflect the transfer and other restrictions contained in the Plan, this Agreement, or to comply with applicable laws. The Option evidenced by this Agreement and the exercise thereof are subject to the terms and conditions of the Plan, which is incorporated by reference and made a part hereof, but the terms of the Plan shall not be considered an enlargement of any rights or benefits under this Agreement.  In addition, the Option is subject to any rules and regulations promulgated by the Administrator.

7.Rights as Stockholder.  The Optionee shall have no rights as a stockholder with respect to any shares of Common Stock subject to the Option until and unless such shares are issued to the Optionee pursuant to this Agreement.

8.Service.  Neither the grant of the Option evidenced by this Agreement nor any term or provision of this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Corporation to employ or retain the Optionee for any period.

9.Governing Law.  The validity, construction, interpretation and enforceability of this agreement shall be determined and governed by the laws of the United States and State of Maryland without giving effect to the principles of conflicts of laws.

10.Severability.  If any provision of this Agreement shall be held to be invalid, illegal or unenforceable in any material respect, such provision shall be replaced with a provision that is as close as possible in effect to such invalid, illegal or unenforceable provision, and still be valid, legal and enforceable, and the validity, legality and enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.

11.Definitions.  In this Agreement, capitalized terms used herein shall have the following meanings:

11.1Cause” means the Optionee’s (a) failure to substantially perform his or her duties (other than by reason of Disability) with respect to the Corporation or any of its Affiliates, (b) engaging in conduct injurious to the Corporation or any of its Affiliates, (c) breach of an employment or confidentiality or nondisclosure agreement, (d) breach of fiduciary duty to the Corporation or any of its Affiliates, (e) dishonesty, fraud, alcohol or illegal drug abuse, or misconduct with respect to the business or affairs of the Corporation or any of its Affiliates, (f) willful violation of the policies of the Corporation or any of its Affiliates after receiving written notice of such violation, or (g) conviction of a felony or crime involving moral turpitude.  All determinations of Cause hereunder shall be made by the Administrator in its sole discretion and shall be binding for all purposes hereunder.

11.2Change of Control” means, and shall be deemed to have occurred, if:

(a)any Person or Persons acting together, excluding the employee benefit plans of the Corporation, acquire or become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions thereto), directly or indirectly of securities of the Corporation representing fifty one percent (51%) or more of the combined voting power of the Corporation’s then outstanding securities;

(b)the Corporation consummates a merger, consolidation, share exchange, division or other reorganization or transaction of the Corporation ( a “Fundamental Transaction”) with any other corporation, other than a Fundamental Transaction which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining

U.S. Stock Option Agreement (Time-Based)

3


outstanding or by being converted into voting securities of the surviving entity) at least sixty percent (60%) of the combined voting power immediately after such Fundamental Transaction of (A) the Corporation’s outstanding securities, (B) the surviving entity’s outstanding securities or (C) in the case of a division, the outstanding securities of each entity resulting from the division;

(c)the stockholders of the Corporation approve a plan of complete liquidation or winding-up of the Corporation or the Corporation consummates the sale or disposition (in one transaction or a series of transactions) of all or substantially all of the Corporation’s assets; or

(d)during any period of twenty-four consecutive months, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Corporation’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.

11.3Covered Shares” means the shares of Common Stock subject to the Option.

11.4Date of Exercise” means the date on which the Corporation receives notice pursuant to Section 5.1 of the exercise, in whole or in part, of the Option.

11.5Date of Expiration” means the date on which the Option shall expire, which shall be the earliest of the following times:

(a)the date of the first notification to the Optionee that the Optionee’s Service is terminated by the Corporation or an Affiliate for Cause;

(b)ninety (90) days after termination of the Optionee’s Service for any reason other than by the Corporation or an Affiliate for Cause, death or Disability;

(c)one (1) year  after termination of the Optionee’s Service with the Corporation or an Affiliate by reason of death or  Disability or

(d)ten years after the Date of Grant.

11.6Date of Grant” means the date set forth at the beginning of this Agreement.

11.7Disability” means total and permanent disability under Section 22(e)(3) of the Code or the Optionee’s becoming entitled to long-term disability benefits under the long-term disability plan or policy of the Corporation and/or its Affiliates that covers the Optionee.

11.8Exercise Price” means the dollar amount per share of Common Stock set forth on page 1 of this Agreement, as it may be adjusted from time to time pursuant to Section 4 hereof.

11.9Option” means the stock option granted to the Optionee in Section 2 of this Agreement.

11.10Optionee” means the person identified on page 1 of this Agreement.

11.11Person” means the term “person” within the meaning of Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)(3) and 14(d) thereof.

U.S. Stock Option Agreement (Time-Based)

4


11.12Plan” means the CASI Pharmaceuticals, Inc. 2021 Long-Term Incentive Plan, as amended from time to time.

11.13Service” means, the Optionee’s service on the Board of Directors, or if the Optionee is an employee of the Corporation and/or any of its Affiliates (as determined by the Administrator in its discretion), the Optionee’s service as an employee of the Corporation and/or any of its Affiliates.

[Signature Page Follows.]

U.S. Stock Option Agreement (Time-Based)

5


IN WITNESS WHEREOF, the Corporation has caused this Agreement to be signed on its behalf by the undersigned, thereunto duly authorized, effective as of the Date of Grant.

ATTEST:

    

CASI PHARMACEUTICALS, INC.

 By:

 Name:

Cynthia W. Hu

 Title:

General Counsel

Accepted and agreed to as of the Date of Grant:

Optionee Signature

U.S. Stock Option Agreement (Time-Based)

6


EXHIBIT A

EXERCISE OF OPTION

Board of Directors

CASI Pharmaceuticals, Inc.

Ladies and Gentlemen:

The undersigned, the Optionee under the Stock Option Agreement (“Agreement”) on the grant date of _______________ granted pursuant to the CASI Pharmaceuticals, Inc. 2021 Long-Term Incentive Plan, hereby irrevocably elects to exercise the Option granted in the Agreement to purchase ___ shares of Common Stock of CASI Pharmaceuticals, Inc., par value $.01 per share (the “Option Shares”), and herewith makes payment of $____________ in the form of (check all that apply and if more than one is checked, indicate the amount to be paid by each payment method):

[ ]

Cash or Check:

    

[ ]

Common Stock:

[ ]

Brokerage Transaction:

The undersigned hereby elects to satisfy applicable withholding requirements by (check all that apply and, if more than one is checked, indicate the amount to be withheld by each withholding method):

[ ]

Cash or Check:

    

[ ]

Withholding of Common Stock:

[ ]

Delivery of Common Stock:

Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Agreement.

Date:

    

(Signature of Optionee)

Date received by CASI Pharmaceuticals, Inc.:

Received by:

Note: Shares of Common Stock being delivered in payment of all or any part of the Exercise Price must be represented by certificates registered in the name of the Optionee and duly endorsed by the Optionee and by each and every other co-owner in whose name the shares may also be registered.

U.S. Stock Option Agreement (Time-Based)

7


Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I,  Wei-Wu He, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CASI Pharmaceuticals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 12, 2021

 

/s/ Wei-Wu He

Wei-Wu He

 

Chief Executive Officer

 


Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I,  Larry (Wei) Zhang, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CASI Pharmaceuticals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 12, 2021

 

/s/ Larry (Wei) Zhang

Larry (Wei) Zhang

 

Principal Financial Officer

 


Exhibit 32.1

CERTIFICATION BY CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CASI Pharmaceuticals, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wei-Wu He, as Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and periods covered by the Report.

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

Date:  August 12, 2021

/s/ Wei-Wu He

Wei-Wu He

Chief Executive Officer


Exhibit 32.2

CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CASI Pharmaceuticals, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Larry (Wei) Zhang, as Principal Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and periods covered by the Report.

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

Date: August 12, 2021

/s/ Larry (Wei) Zhang

Larry (Wei) Zhang

Principal Financial Officer


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