COVANCE INC.
NON-QUALIFIED STOCK OPTION AGREEMENT (WITH RELOAD)
(200_ OPTION AWARD)
NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of _____________ (the
"Agreement") between COVANCE INC., a Delaware Company (the "Company"), located
at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, and _________________ (the
"Director") residing at _________________________.
W I T N E S S E T H:
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A. WHEREAS, the Director is serving on the Board of Directors of and is
not an employee of the Company, or a corporation which is a "subsidiary
corporation" of the Company, within the meaning of Section 424(f) of the
Internal Revenue Code of 1986, as amended, modified or supplemented from time to
time (the "Code").
B. WHEREAS, the Company desires to have the Director continue to serve
on the Board of Directors of the Company and to afford the Director the
opportunity to acquire, or enlarge the Director's, stock ownership in the
Company so that the Director may have direct proprietary interest in the
Company's success;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements set forth below, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. GRANT; VESTING. (a) Subject to the terms and conditions of the 1998
Non-Employee Director Stock Option Plan (as such plan may be amended, modified
or supplemented from time to time, the "Plan") and this Agreement, the Company
hereby grants to the Director, from the date of this Agreement, ("Grant Date")
to ______________ [TEN YEARS FROM GRANT DATE] ("Expiration Date"), the option
(the "Option") to purchase from the Company up to an aggregate of 3,000 shares
(the "Shares") of the Company's common stock at the exercise price of $_____ per
share (the "Option Price"). This Option is a non-qualified stock option and not
entitled to special treatment under the Code.
(b) The Option shall vest and may be exercised in installments, in
whole or in part, as follows:
(i) Commencing twelve (12) months after the Grant Date, one-third
(1/3) of the aggregate Shares.
(ii) Commencing twenty-four (24) months after the Grant Date, an
additional one-third (1/3) of the aggregate Shares.
(iii) Commencing thirty-six (36) months after the Grant Date, an
additional one-third (1/3) of the aggregate Shares.
2. EXERCISE. (a) The Option shall be exercised by the Director
delivering to the Vice President, Human Resources, of the Company written notice
specifying the numbers of Shares the Director desires to purchase for an amount
in United States dollars equal to the Option price, together with (i) cash, (ii)
a certified check payable to the Company or (iii) shares of Company's common
stock owned by the Director for at least six months duly endorsed or accompanied
by stock power executed in blank.
(b) If payment of the purchase price of the Shares subject to this
Option is made in whole, or in part, with shares of Company common stock, the
Director shall receive, effective as of the date of such payment, a
non-qualified stock option (referred to herein as the "reload NSSO") to purchase
the same number of whole shares used in payment at a price equal to the Current
Market Price (as defined below) of the Company's Common Stock. For the purposes
of the reload NSSO, Current Market Price shall be defined as the mean between
the high and low selling prices of the Company's Common Stock on the New York
Stock Exchange on the date of the Option's original exercise. The reload NSSO
will be evidenced by a separate agreement containing certain of the terms below.
The issuance of the reload NSSO is also subject to certain of the following
conditions:
(1) FREQUENCY. The Director shall receive only one reload NSSO
during any twelve-month period measured from the date this
Option is first exercised.
(2) RELOAD REPETITION. The Director may pay the purchase price of
options which are the subject of the reload NSSO with shares
of the Company's Common Stock. However, in no case will the
Director receive another reload NSSO as the result of such
method of payment.
(3) MINIMUM NUMBER OF OPTIONS. No reload NSSO shall be granted if
the Director purchases less than 100 shares subject to this
Option.
(4) TIMING. No reload NSSO shall be granted after two years prior
to the Expiration Date.
(5) MINIMUM GAIN. No reload NSSO shall be granted if the value of
the Company's Common Stock on the date of exercise is less
than $______ (125%).
(6) VESTING. No shares eligible for purchase pursuant to the
reload NSSO may be purchased for 12 months after the grant, or
effective, date of the reload NSSO.
(7) TERMINATION. All options to purchase shares of Company Common
Stock pursuant to a reload NSSO shall terminate on the
Expiration Date.
(c) Within fifteen (15) business days after any exercise of the Option,
in whole or in part, by the Director, the Company shall instruct the transfer
agent to issue to the Director the number of shares with respect to which the
Option shall be so exercised. The Company shall deliver to the Director a
certificate registered in the Director's name.
3. TERMINATION. The Option, whether vested or unvested, shall terminate
and be of no further force or effect upon any of the following events:
(a) EXPIRATION. The occurrence of the Expiration Date.
(b) NORMAL OR EARLY RETIREMENT WITH THE CONSENT OF THE COMPANY. If
the Director's service on the Board of Directors shall
terminate on account of normal retirement, or early retirement
with the consent of the Company, this Option may be exercised
for the remaining life of the Option.
(c) REMOVAL OF DIRECTOR FROM BOARD OF DIRECTORS FOR CAUSE. If the
Director shall be removed from the Board of Directors for
cause, as determined by the Board in accordance with the
Articles of Incorporation and By-Laws of the Company, this
Option shall terminate and be of no further force or effect as
of the effective date of the removal of the Director from the
Board.
(d) DEATH. If the Director shall die while serving as a director
of the Company, this Option may be exercised by the Director's
duly appointed legal representative during the remaining life
of the Option.
(e) DISABILITY. If the Director's service as a director of the
Company shall terminate as a result of disability (as defined
in Section 22(e) (3) of the Code), this Option may be
exercised during the remaining life of the option.
(f) OTHER TERMINATION OF SERVICE. If the Director ceases to be a
member of the Board for any reason other than death,
disability, removal from the Board for cause or retirement or
resignation with consent of the Company, the Options granted
to the Director may be exercised, but only to the extent the
Option was exercisable at the time of the Director's
termination, at any time within ninety (90) days after the
date of such termination of service, subject to the earlier
expiration of such Options on the Expiration Date. At the end
of such ninety-day period, the vested portion of the Option
shall expire. The unvested portion of the Option shall expire
on the date of the Director's termination of service with the
Board.
4. CONSTRUCTION. Whenever the word "Director" is used in any provision
of this Agreement under circumstances where the provision should logically be
construed to apply to the estate, personal representative, or beneficiary to
whom this Option may be transferred by Will, by the laws of descent and
distribution, or a qualified domestic relations order pursuant to the Code or
Title I of the Employment Retirement Income Security Act of 1974, as amended,
modified or supplemented from time to time ("ERISA"), it shall be deemed to
include such person.
5. RESTRICTIONS ON TRANSFER. The Option is not transferable by the
Director otherwise than by Will, the laws of descent and distribution, or a
qualified domestic relations order pursuant to the Code or Title I of ERISA.
During the Optionee's lifetime, the Option shall be exercisable only by him or
her and any shares purchased upon the exercise of the Option shall be issued in
the name of the Director alone. No assignment or transfer of the Option, or of
the rights represented thereby, whether voluntary or involuntary, by operation
of law or otherwise, (except by Will, the laws of descent and distribution, or a
qualified domestic relations order pursuant to the Code or Title I of ERISA),
shall vest in the assignee or transferee any interest or right herein to the
Option whatsoever. Further, immediately upon any attempt to assign or transfer
the Option, the Option shall terminate and be of no further force or effect.
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6. RIGHTS. The Director shall not be deemed, for any purpose, to be a
stockholder of the Company with respect to any Shares underlying the Option
which shall not have been exercised and payment and issue made as in this
Agreement provided.
7. POWERS. The existence of this Option shall not affect in any way the
right or power of the Company or its stockholders to make or authorize any or
all adjustments, recapitalization, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stocks ahead of or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
8. ADJUSTMENTS; RECAPITALIZATION. The Shares subject to the Option are
shares of the Common Stock of the Company as constituted on the date of this
Agreement, but if and whenever, prior to the delivery by the Company of the
Shares subject to the Option, the Company shall effect a subdivision or
consolidation of shares, or other capital adjustment, or the payment of a stock
dividend, or other increase or reduction of the number of shares of Common Stock
outstanding, without receiving compensation therefor in money, services or
property, then (a) in the event of any increase in the number of such shares
outstanding, the number of Shares then remaining subject to the Option shall be
proportionately increased, and the cash consideration payable per share shall be
proportionately reduced, and (b) in the event of a reduction in the number of
shares outstanding, the number of Shares of then remaining subject to the Option
shall be proportionately reduced, and the cash consideration payable per share
shall be proportionately increased. There shall be no adjustment to the Option
with respect to the payment of cash dividends to the Company's stockholders.
9. CHANGE OF CONTROL. Notwithstanding anything in this Agreement to the
contrary, all Options which have not vested as of the date of a Change of
Control (as defined below) occurs, shall vest and be immediately exercisable by
Director upon a Change of Control. For purposes of this Agreement, a Change of
Control shall be defined as:
(1) any person (including as such term is used in Section 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934, as
amended) who becomes the beneficial owner, directly or
indirectly, of securities representing 20% or more of the
combined voting power of the Company's then outstanding
securities; or
(2) as a result of a proxy contest or contests or other forms of
contested shareholder votes (in each case either individually
or in the aggregate), a majority of the individuals elected to
serve on the Company's Board of Directors are different than
the individuals who served on the Company's Board of Directors
at any time within the two years prior to such proxy contest
or contests or other forms of contested shareholder votes (in
each case either individually or in the aggregate); or
(3) when Company shareholders approve a merger, or consolidation
(where in each case the Company is not the survivor thereof),
or sale or disposition of all or substantially all of the
Company's assets or a plan or partial or complete liquidation;
or
(4) where an offerer (other than the Company) purchases shares of
the Company's Common Stock pursuant to a tender exchange offer
for such shares.
10. CHANGES IN LAW. Notwithstanding anything in this Agreement to the
contrary, if at any time from the Grant Date to the Expiration Date, any law or
regulations of any governmental authority having jurisdiction in the premises
shall require either the Company or the Director to take any action in
connection with the Shares then to be issued, the issue of such Shares shall be
deferred until such action shall have been taken.
11. DISPUTE. Any dispute or disagreement which shall arise under, or as
a result of, or pursuant to, this Agreement shall be finally determined by the
Company's Compensation Committee of the Board of Directors in its absolute and
uncontrolled discretion, and any such determination or any other determination
by the Company's Compensation Committee of the Board of Directors under or
pursuant to this Agreement and any interpretation by the Company's Compensation
Committee of the Board of Directors of the terms of this Agreement, shall be
final, binding and conclusive on all persons affected thereby.
12. SECURITIES LAW RESTRICTIONS. The Director represents and warrants
that he or she is acquiring this Option, and, in the event this Option is
exercised, the Shares, for investment, for his or her own account and not with a
view to the distribution thereof, and that the Director has no present intention
of disposing of this Option or the Shares or any interest therein or sharing
ownership thereof with any other person or entity. The Director shall not
dispose of the Shares except as set forth in the Plan.
13. NO EFFECT ON EMPLOYMENT. This Agreement does not give, nor shall it
be construed as giving, the Director any right to employment by the Company or
any of its subsidiaries or affiliates.
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14. GOVERNING LAW; BINDING EFFECT. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY (WITHOUT
REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF) AND ALL QUESTIONS CONCERNING
THE VALIDITY AND CONSTRUCTION THEREOF SHALL BE GOVERNED IN ACCORDANCE WITH THE
LAWS OF SAID STATE; PROVIDED, HOWEVER, THAT ALL MATTERS OF CORPORATE GOVERNANCE
AND OTHER CORPORATE MATTERS CONCERNING DELAWARE CORPORATIONS SHALL BE GOVERNED
BY THE DELAWARE GENERAL CORPORATION LAW. Except as otherwise expressly provided
herein, this Agreement shall be binding upon and inure to the benefit of the
parties hereto, their legal representatives, successors and assigns.
15. EFFECT ON COMPENSATION. Notwithstanding anything in this Agreement
to the contrary, none of the Options or the Shares subject to the Options, if
any, granted or paid to Director shall be considered compensation for the
purpose of determining Director's compensation under any other benefit or
compensation plan of the Company, including, without limitation, any bonus plan,
variable compensation plan, long-term incentive plan, pension plan or other
retirement plans.
16. PLAN DOCUMENT. This Agreement is subject in all respects to the
terms and conditions of the Plan, a copy of which may be obtained from the
Company's Vice President, Human Resources, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx
Xxxxxx 00000. To the extent that there is any inconsistency or conflict between
this Agreement and the Plan, the Plan shall control.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Director has hereunder set his
hand, all on the day and year first above written.
COVANCE INC.
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Attest:
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DIRECTOR
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Optionee's Signature
Print Name:
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S.S./S.I. Number:
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