Exhibit 10
STOCK OPTION AGREEMENT
UNDER THE
INVERNESS MEDICAL INNOVATIONS, INC.
2001 STOCK OPTION AND INCENTIVE PLAN
Name of Optionee: Xxx Xxxxxxxxx
Number of Option Shares: 115,000
Option Exercise Price Per Share: $17.15
Grant Date: December 20, 2001
Expiration Date: December 19, 2011
Pursuant to the Inverness Medical Innovations, Inc. 2001 Stock Option and
Incentive Plan (the "Plan") as amended through the date hereof, Inverness
Medical Innovations, Inc. (the "Company") hereby grants to the Optionee named
above an option (the "Stock Option") to purchase, on or prior to the Expiration
Date specified above, all or part of the Number of Option Shares of Common
Stock, par value $0.001 per share (the "Stock") of the Company specified above
at the Option Exercise Price Per Share specified above subject to the terms and
conditions set forth herein and in the Plan.
1. EXERCISABILITY SCHEDULE. This Stock Option shall be exercisable at any
time or times prior to the close of business on the Expiration Date, subject to
the provisions hereof and of the Plan.
2. MANNER OF EXERCISE.
(a) The Optionee may exercise this Option only in the following
manner: from time to time on or prior to the Expiration Date of this Option, the
Optionee may give written notice to the Administrator of his or her election to
purchase some or all of the Option Shares purchasable at the time of such
notice. This notice shall specify the number of Option Shares to be purchased.
Payment of the purchase price for the Option Shares may be made by one or
more of the following methods: (i) in cash, by certified or bank check or other
instrument acceptable to the Administrator; (ii) through the delivery (or
attestation to the ownership) of shares of Stock that have been purchased by the
Optionee on the open market or that have been "paid for" and beneficially owned
by the Optionee for at least six months and are not then subject to any
restrictions under any Company plan; (iii) by the Optionee delivering to the
Company a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or a check
payable and acceptable to the Company to pay the option purchase price, provided
that in the event the Optionee chooses to pay the option purchase price as so
provided, the Optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity and other agreements as the
Administrator shall prescribe as a
condition of such payment procedure; or (iv) a combination of (i), (ii), and
(iii) above. Payment instruments will be received subject to collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for the
Option Shares, as set forth above and any agreement, statement or other evidence
that the Company may require to satisfy itself that the issuance of Stock to be
purchased pursuant to the exercise of Options under the Plan and any subsequent
resale of the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by
previously-owned shares of Stock through the attestation method, the number of
shares of Stock transferred to the Optionee upon the exercise of the Option
shall be net of the Shares attested to.
(b) Certificates for shares of Stock purchased upon exercise of this
Stock Option shall be issued and delivered to the Optionee upon compliance to
the satisfaction of the Administrator with all requirements under applicable
laws or regulations in connection with such issuance and with the requirements
hereof and of the Plan. The determination of the Administrator as to such
compliance shall be final and binding on the Optionee. The Optionee shall not be
deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Stock subject to this Stock Option unless and until
this Stock Option shall have been exercised pursuant to the terms hereof, the
Company shall have issued and delivered the shares to the Optionee, and the
Optionee's name shall have been entered as the stockholder of record on the
books of the Company. Thereupon, the Optionee shall have full voting, dividend
and other ownership rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock
Option may be exercised at any one time shall be 50 shares, unless the number of
shares with respect to which this Stock Option is being exercised is the total
number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision of this Agreement or of the
Plan, no portion of this Stock Option shall be exercisable after the Expiration
Date.
3. INCORPORATION OF PLAN. Notwithstanding anything herein to the
contrary, this Stock Option shall be subject to and governed by all the terms
and conditions of the Plan. Capitalized terms in this Agreement shall have the
meaning specified in the Plan, unless a different meaning is specified herein.
4. TRANSFERABILITY. This Agreement is personal to the Optionee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution. This
Stock Option is exercisable, during the Optionee's lifetime, only by the
Optionee, and thereafter, only by the Optionee's legal representative or
legatee. Notwithstanding the foregoing, the Optionee may transfer this Stock
Option to members of his immediate family, to trusts for the benefit of such
family members, or to partnerships in which such family members are the only
partners, provided that the transferee agrees in writing with the Company to be
bound by all the terms and conditions of the Plan and this Agreement.
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5. MISCELLANEOUS.
(a) Notice hereunder shall be given to the Company at its principal
place of business, and shall be given to the Optionee at the address set forth
below, or in either case at such other address as one party may subsequently
furnish to the other party in writing.
(b) This Stock Option does not confer upon the Optionee any rights
with respect to continuance of employment by the Company or any Subsidiary.
(c) This Stock Option is not intended to be an incentive stock
option as defined in Section 422 of the Internal Revenue Code of 1986, as
amended.
For: INVERNESS MEDICAL INNOVATIONS, INC.
By: /s/ XXXXX X. XXXXX
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Title: Treasurer
The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated: 1/30/02 /s/ XXX XXXXXXXXX
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Optionee's Signature
Optionee's name and address:
Xxx Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
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