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Exhibit 10.3
1996 STOCK INCENTIVE PLAN OF BIOSITE DIAGNOSTICS INCORPORATED:
INCENTIVE STOCK OPTION AGREEMENT
Biosite Diagnostics Incorporated, a Delaware corporation (the "Company"),
hereby grants an option to purchase shares of its common stock to the optionee
named below. The terms and conditions of the option are set forth in this
cover sheet, in the attachment and in the 1996 Stock Incentive Plan of Biosite
Diagnostics Incorporated (the "Plan").
Date of Option Grant: ___________ ___, 199__
Name of Optionee: ____________________________
Optionee's Social Security Number: ____-___-_____
Number of Shares of Company Common Stock Covered by Option: _______
Exercise Price per Share: $__.____
Vesting Start Date: ___________ ___, 199__
BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS
AND CONDITIONS DESCRIBED IN THE ATTACHMENT AND IN THE PLAN.
Optionee: _________________________________
(Signature)
Company: ______________________________________
(Signature)
Title: ___________________________
Attachment
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1996 STOCK INCENTIVE PLAN OF BIOSITE DIAGNOSTICS INCORPORATED:
INCENTIVE STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION This option is intended to be an incentive stock
option under section 422 of the Internal Revenue
Code and will be interpreted accordingly.
VESTING Your right to exercise this option shall become
exercisable on a daily basis over a four-year
period starting on the Vesting Start Date, as shown
on the cover sheet. Except as provided below, your
vested shares of Company Common Stock shall be
determined by multiplying your days of Service
since the Vesting Start Date by .000684931 and by
the number of shares of Company Common Stock
covered by this option, as shown on the cover
sheet. The resulting number of shares will be
rounded to the nearest whole number.
Notwithstanding the foregoing, no part of this
option is exercisable until you have completed six
consecutive months of Service. "Service" means
your service as an employee, director, consultant
or advisor of the Company or any affiliated
company.
No additional shares become exercisable after your
Company service has terminated for any reason.
TERM Your option will expire in any event at the close
of business at Company headquarters on the day
before the 10th anniversary of the Date of Option
Grant, as shown on the cover sheet. (It will
expire earlier if your Service terminates, as
described below.)
REGULAR TERMINATION If your Service terminates for any reason except
death or total and permanent disability, then your
option will expire at the close of business at
Company headquarters on the 90th day after your
termination date.
The Company determines when your service terminates
for this purpose.
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Initial Grant
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DEATH If you die while still in Service, then your
option will expire at the close of business at
Company headquarters on the date 12 months after
the date of death. During that 12-month period,
your estate, heirs or designated beneficiary may
exercise the vested portion of your option.
DISABILITY If your Service terminates because of your total
and permanent disability, then your option will
expire at the close of business at Company
headquarters on the date 12 months after your
termination date. During that period, you may
exercise the vested portion of your option.
"Total and permanent disability" means that you are
unable to engage in any substantial gainful
activity by reason of any medically determinable
physical or mental impairment which can be expected
to result in death or which has lasted, or can be
expected to last, for a continuous period of not
less than one year.
LEAVES OF ABSENCE For purposes of this option, Service does not
terminate when you go on a military leave, a sick
leave or another bona fide leave of absence, if the
leave was approved by the Company in writing. But
Service will be treated as terminating 90 days
after you went on leave, unless your right to
return to active work is guaranteed by law or by a
contract. Service terminates in any event when the
approved leave ends, unless you immediately return
to Service.
The Company determines which leaves count for this
purpose.
RESTRICTIONS ON The Company will not permit you to exercise this
EXERCISE option if the issuance of shares at that time would
violate any law or regulation.
NOTICE OF EXERCISE When you wish to exercise this option, you must
notify the Company by filing the proper "Notice of
Exercise" form at the address given on the form.
Your notice must specify how many shares you wish
to purchase. Your notice must also specify how
your shares should be registered (in your name only
or in your and your spouse's names as community
property or as joint tenants with right of
survivorship). The notice will be effective when it
is received by the Company.
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If someone else wants to exercise this option after
your death, that person must prove to the Company's
satisfaction that he or she is entitled to do so.
FORM OF PAYMENT When you submit your notice of exercise, you must
include payment of the option price for the shares
you are purchasing. Payment may be made in one (or
a combination of two or more) of the following
forms:
o Your personal check, a cashier's check or a money
order.
o Certificates for Company stock that you have owned
for at least six months, along with any forms
needed to effect a transfer of the shares to the
Company. The value of the shares, determined as of
the effective date of the option exercise, will be
applied to the option price.
o Irrevocable directions to a securities broker
approved by the Company to sell your option shares
and to deliver all or a portion of the sale
proceeds to the Company in payment of the option
price. (The balance of the sale proceeds, if any,
will be delivered to you.) The directions must be
given by signing a special "Notice of Exercise"
form provided by the Company.
WITHHOLDING TAXES You will not be allowed to exercise this option
unless you make acceptable arrangements to pay any
withholding taxes that may be due as a result of
the option exercise.
RESTRICTIONS ON RESALE By signing this Agreement, you agree not to sell
any option shares at a time when applicable laws or
Company policies prohibit a sale. This restriction
will apply as long as you are in the Service of the
Company.
TRANSFER OF OPTION Prior to your death, only you may exercise this
option. You cannot transfer or assign this option.
For instance, you may not sell this option or use
it as security for a loan. If you attempt to do
any of these things, this option will immediately
become invalid. You may, however, dispose of this
option in your will.
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RETENTION RIGHTS Your option or this Agreement do not give you the
right to be retained by the Company (or any
subsidiaries) in any capacity. The Company (and any
subsidiaries) reserve the right to terminate your
service at any time, with or without cause.
STOCKHOLDER RIGHTS You, or your estate or heirs, have no rights as a
stockholder of the Company until a certificate for
your option shares has been issued. No adjustments
are made for dividends or other rights if the
applicable record date occurs before your stock
certificate is issued, except as described in the
Plan.
ADJUSTMENTS In the event of a stock split, a stock dividend or
a similar change in Company stock, the number of
shares covered by this option and the exercise
price per share may be adjusted pursuant to the
Plan.
APPLICABLE LAW This Agreement will be interpreted and enforced
under the laws of the State of California.
THE PLAN AND OTHER The text of the Plan is incorporated in this
AGREEMENTS Agreement by reference. This Agreement and the
Plan constitute the entire understanding between
you and the Company regarding this option. Any
prior agreements, commitments or negotiations
concerning this option are superseded.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS
AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
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