Exhibit 99.2
1997 STOCK OPTION PLAN
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NEOGEN CORPORATION
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Stock Option Agreement
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AGREEMENT dated as of this ______ day of ___________, ______ between
Neogen Corporation, a Michigan corporation (the "Corporation), and
_______________ (the "Optionee).
WHEREAS, the Optionee is now in the employment or service of the
Corporation or one of its Subsidiaries in a key position, and the Corporation
desires to grant to the Optionee in connection with such employment or
service and pursuant to the Corporation's 1997 Stock Option Plan (the "Plan",
a copy of which has been delivered to Optionee) the following option.
NOW, THEREFORE, in consideration of the premises, the parties hereto
mutually covenant and agree as follows:
1. Stock Option. Subject to the terms and conditions set forth in
this Agreement and the Plan, the Corporation grants to the Optionee the
option (the "Option") to purchase from the Corporation, from time to time but
before that date which is set forth on Appendix I attached hereto, (the
"Expiration Date"), ________ shares of the corporation's Common Stock, par
value $.16 per share, at a price of $13.25 per share, which Option may be
exercised in accordance with the schedule set forth on Appendix I attached
hereto, in whole or in part, at any time from time to time, as follows:
(a) All or any part of the shares covered by the Option may be
purchased at the time of such vesting, as set forth in Appendix I, or at any
time thereafter before the Expiration Date in respect of such Option. The
Option shall expire completely, however, to the extent that it is not
exercised before the Expiration Date.
(b) If at any time prior to the Expiration Date the Optionee shall
be on an authorized leave of absence which the Committee (the "Committee"),
as defined in the Plan, determines does not constitute a termination of
employment or service for the purposes of the Plan, the Option shall be
subject to such further limitations as to the date or dates on which and the
period or periods during which the Optionee may exercise the Option as the
Committee shall determine, except that in no event shall the Option be
exercisable on or after the Expiration date.
(c) The Option may be made fully exercisable as to all or part of
the entire then remaining balance of shares covered by it upon determination
by the Committee that such earlier exercise is advisable owing to the
Optionee's death, retirement, physical or mental disability preventing the
performance of the Optionee's regular duties, or for other reasons deemed
appropriate by the Committee, but otherwise the Option shall be exercisable
only if and to the extent the Optionee is entitled to exercise the Option at
the date of termination of the Optionee's employment or service.
(d) In the case of employees, this Option is intended to qualify as
an Incentive Stock Option as defined in Section 422 of the Internal Revenue
Code of 1986, as amended. In the case of Outside Directors and members of the
Scientific Review Council of the Corporation, this option is intended to be a
Non-qualified Stock Option.
2. Exercise And Payment. The option granted hereby shall be
exercised by the Optionee by delivering to the Treasurer of the Corporation,
from time to time, during normal business hours, written notice of exercise.
Such notice shall specify the date of this Agreement and the number of shares
the Optionee then desires to purchase. Upon the exercise of the Option, the
notice shall be accompanied by payment in full in cash or with the consent of
committee, in such other form as described in paragraph 10 of the Plan.
The Committee shall have the right to require the Optionee to take
such action in connection with any exercise of the Option or the shares to be
issued hereunder (including the furnishing of appropriate representations and
agreements) as the Committee shall determine is necessary in order to insure
compliance with Federal or state securities or other laws.
Following receipt of such notice and the required Payment, the
Corporation (except as provided below) shall thereafter issue and deliver to
the Optionee (or other person entitled to exercise the Option) promptly a
certificate or certificates for such number of shares registered in the name
of the Optionee or such other person entitled to exercise the Option, as the
case may be.
3. Termination Of Option. The Option hereby granted shall terminate
and be of no force or effect upon the happening of the first to occur of the
following events:
(a) The Expiration Date.
(b) The expiration of three months after the termination of the
Optionee's employment or service with the Corporation or a
Subsidiary for any cause, other than death of the Optionee,
whether by reason of resignation, discharge with or without
cause, physical or mental disability, retirement or
otherwise.
(c) The expiration of twelve months after the date of the
Optionee's death. During such twelve month period the
executor or administrator of the Optionee's estate, or the
Optionee's legatees or heirs, whichever may be entitled,
shall have the right to exercise the Option if and to the
extent that the Option might have been exercised by the
Optionee at the date of death or as determined by the
Committee under the provisions of Section 1(c) hereof.
4. Nontransferability. The Option granted hereby shall not be
assignable or transferable by the Optionee except by will or under the laws
of descent and distribution, and during the life of the Optionee the Option
shall be exercisable only by the Optionee or the Optionee's guardian or legal
representative. No assignment or transfer of the Option, or the rights
represented hereby, whether voluntary or involuntary, by operation of law or
otherwise,
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except by will or under the laws of descent and distribution, shall vest in
the assignee or transferee any interest or right herein whatsoever, but
immediately upon any attempt to assign or transfer the Option the same shall
terminate and be of no force or effect.
5. Extraordinary Transactions. Notwithstanding anything in the Plan
to the contrary, in connection with any Extraordinary Transaction, as defined
in the Plan ("Transaction"), and effective as of a date selected by the
Committee, which date shall, in the Committee's judgment, be far enough in
advance of the Transaction to permit Optionees to exercise their options and
participate in the Transaction as a holder of Common Shares, the Committee,
acting in its Discretion without the consent of any Optionee, may effect one
or more of the following alternatives with respect to all of the outstanding
stock options (which alternatives may be made conditional on the occurrence
of the applicable Transaction and which may, if permitted by law, vary among
individual Optionees): (a) accelerate the time at which stock options then
outstanding may be exercised so that such stock options may be exercised in
full for a limited period of time on or before a specified date fixed by the
Committee after which specified date all unexercised stock options and all
rights of Optionees thereunder shall terminate; (b) accelerate the time at
which stock options then outstanding may be exercised so that such stock
options may be exercised in full for their then remaining term; or (c)
require the mandatory surrender to the Company of outstanding stock options
held by such Optionees (irrespective of whether such stock options are then
exercisable) as of a date, before or not later than sixty days after such
Transaction, specified by the Committee, and in such event the Company shall
thereupon cancel such stock options and shall pay to each optionee an amount
of cash equal to the excess of the fair market value of the aggregate Common
Shares subject to such stock option, determined as of the date such
Transaction is effective, over the aggregate option price of such shares,
less any applicable withholding taxes; provided, however, the Committee shall
not select an alternative (unless consented to by the Optionee) such that, if
a Optionee exercised his or her accelerated stock option pursuant to
alternative (a) or (b) and participated in the Transaction or received cash
pursuant to alternative (c), the alternative would result in the Optionee's
owing any money by virtue of the operation of Section 16(b) of the Securities
Exchange Act of 1934 ("Exchange Act"). If all such alternatives have such a
result, the Committee shall, in its Discretion, take such action to put such
Optionee in as close to the same position as such Optionee would have been in
had alternative (a), (b) or (c) been selected but without resulting in any
payment by such Optionee pursuant to Section 16(b) of the Exchange Act.
Notwithstanding the foregoing, with the consent of affected Optionees, each
with respect to such Optionee's option only, the Committee may in lieu of the
foregoing make such provision with respect to any Transaction as it deems
appropriate.
6. Rights as Shareholder. The Optionee shall not have any rights as
a shareholder with respect to any shares covered by the Option until the date
of issuance of a stock certificate for such shares. No adjustment shall be
made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.
7. Securities Other Laws. Notwithstanding any other provisions of
this Agreement, in any case where in the opinion of the Committee the
issuance and delivery of shares upon the exercise of the Option would violate
any Federal or state securities or other laws, or any rules or
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regulations thereunder, the Corporation shall be entitled to postpone such
issuance and delivery until such laws, rules or regulations shall have been
complied with.
8. Optionee. Whenever the word "Optionee" is used in any provision
of this Agreement under circumstances where provisions should logically be
construed to apply to the guardian or legal representative of the Optionee or
the executor or administrator or legatees or heirs to whom the Option may be
transferred by will or by the laws of descent and distribution, it shall be
deemed to include such person or persons.
9. Adjustment In Number of Shares And Option Price. In the event
that there are any changes in the outstanding Common Stock of the Corporation
by reason of stock dividends, split-ups, statutory share exchanges,
recapitalizations, reorganizations or mergers (whether or not the Corporation
is the surviving corporation) the number of shares subject to the Option and
the option price shall be appropriately adjusted by the Committee, if
necessary, to reflect equitably such change or changes. The determination of
the Committee in this regard shall be conclusive.
10. Employment or Service. Nothing in the Plan or in this Agreement
shall confer on the Optionee any right to continue in the employ or service
of the Corporation or any of its Subsidiaries or interfere in any way with
the right of the Corporation or any of its Subsidiaries to terminate the
Optionee's employment or service at any time as freely as if the Option had
not been granted and no Plan had been in existence.
11. Decisions By The Committee. Any dispute or disagreement which
shall arise under, or as a result of, or pursuant to this Agreement shall be
determined by the Committee in its absolute and uncontrolled discretion and
any such determination or any other determination by the Committee under or
pursuant to this Agreement and any interpretation by the Committee of the
terms of this Agreement or the Plan shall be final, binding, and conclusive
on all persons affected thereby.
12. Reserve of Option Shares. The Corporation shall at all times
during the term of this Agreement reserve and keep available such number of
shares of its stock as will be sufficient to satisfy the requirements of this
Agreement.
13. Amendment. This Agreement may be altered or amended by written
agreement of the parties hereto in any manner which is consistent with the
Plan and approved by the Committee.
14. Notices. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing and may be delivered
personally or by mail, postage prepaid, addressed as follows: to the
Treasurer of the Corporation, or to the Corporation (Attention of the
Treasurer), 000 Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 or at such other
address as the Corporation by notice to the optionee may designate in writing
from time to time, and to the Optionee at such address as the Optionee, by
notice to the Treasurer of the Corporation, may designate in writing from
time to time.
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15. Miscellaneous.
(a) Transfer of Employment Or Service. The transfer of employment or
service of the Optionee from the Corporation to a Subsidiary or from a
Subsidiary to the Corporation or to another Subsidiary shall not be a
termination of employment or service for the purposes of this Agreement.
(b) Definitions. The terms used herein, unless otherwise defined,
shall have the meanings set forth in the Plan.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer, and the Optionee has hereunto set
his or her hand and seal, all as of the day and year first above written.
NEOGEN CORPORATION
By:____________________________________
Title__________________________________
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Optionee
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Address
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Social Security Number
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PLAN II
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APPENDIX I
(Vesting Schedule)
Shares Eligible
On And After: To Purchase % Vested
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Expiration Date of Option:
DET_B\110406.1
