Exhibit 12
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE
INVERNESS MEDICAL INNOVATIONS, INC.
2001 STOCK OPTION AND INCENTIVE PLAN
Name of Optionee: Xxx Xxxxxxxxx
Number of Option Shares: 5,065
Option Exercise Price Per Share: $15.55
Grant Date: August 23, 2002
Expiration Date: August 22, 2012
Pursuant to the Inverness Medical Innovations, Inc. 2001 Stock Option
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. No portion of this Stock Option may be
exercised until such portion shall have become exercisable. Except as set forth
below, and subject to the discretion of the Administrator (as defined in Section
2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock
Option shall become exercisable with respect to the following number of Option
Shares on the dates indicated, so long as the Optionee remains in employment
with the Company on the Exercisability Date:
NUMBER OF
OPTION SHARES FIRST TOTAL NUMBER OF
EXERCISABILITY DATE BECOMING EXERCISABLE OPTION SHARES EXERCISABLE
------------------- -------------------- -------------------------
September 30, 2002 5,065 (100%) 5,065 (100%)
Once exercisable, this Stock Option shall continue to 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 10 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. TERMINATION OF EMPLOYMENT. If the Optionee's employment by the Company
or a Subsidiary (as defined in the Plan) is terminated, no additional Option
Shares shall become exercisable following the date of termination and the period
within which to exercise the exercisable portion of the Option may be subject to
earlier termination as set forth below.
(a) TERMINATION DUE TO DEATH. If the Optionee's employment terminates
by reason of death, any Option held by the Optionee shall become fully
exercisable and may thereafter be exercised by the Optionee's legal
representative or legatee for a period of twelve months from the date of
death or until the Expiration Date, if earlier.
(b) TERMINATION DUE TO DISABILITY. If the Optionee's employment
terminates by reason of disability (as determined by the Administrator),
any Option held by the Optionee shall become fully exercisable and may
thereafter be exercised by the Optionee for a period of twelve months from
the date of termination or until the Expiration Date, if earlier. The death
of the Optionee during the twelve-month period provided in this Section
3(b) shall extend such period for another twelve months from the date of
death or until the Expiration Date, if earlier.
(c) TERMINATION FOR CAUSE. If the Optionee's employment terminates for
Cause, any Option held by the Optionee shall terminate immediately and be
of no further force and effect. For purposes hereof, "Cause" shall mean a
vote by the Board resolving that the Optionee shall be dismissed as a
result of (i) any material breach by the Optionee of any agreement between
the Optionee and the Company; (ii) the conviction of or plea of nolo
contendere by the Optionee to a felony or a crime involving moral
turpitude; or (iii) any material misconduct or willful and deliberate
non-performance (other than by reason of disability) by the Optionee of the
Optionee's duties to the Company.
(d) OTHER TERMINATION. If the Optionee's employment terminates for any
reason other than death, disability or Cause, and unless otherwise
determined by the Administrator, any Option held by the Optionee may be
exercised, to the extent exercisable on the date of termination, for a
period of three months from the date of termination or until the Expiration
Date, if earlier. Any Option that is not exercisable at such time shall
terminate immediately and be of no further force or effect.
The Administrator's determination of the reason for termination of the
Optionee's employment shall be conclusive and binding on the Optionee and his or
her representatives or legatees.
4. 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.
5. 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.
6. STATUS OF THE STOCK OPTION. This Stock Option is intended to qualify as
an "incentive stock option" under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), but the Company does not represent or warrant
that this Option qualifies as such. The Optionee should consult with his or her
own tax advisors regarding the tax effects of this Option and the requirements
necessary to obtain favorable income tax treatment under Section 422 of the
Code, including, but not limited to, holding period requirements. If the
Optionee intends to dispose or does dispose (whether by sale, gift, transfer or
otherwise) of any Option Shares within the one-year period beginning on the date
after the transfer of such shares to him or her, or within the two-year period
beginning on the day after the grant of this Stock Option, he or she will notify
the Company within 30 days after such disposition.
7. TAX WITHHOLDING. The Optionee shall, not later than the date as of which
the exercise of this Stock Option becomes a taxable event for Federal income tax
purposes, pay to the Company or make arrangements satisfactory to the
Administrator for payment of any Federal, state, and local taxes required by law
to be withheld on account of such taxable event. Subject to the written
instructions from the Administrator, the Optionee may have the minimum required
tax withholding obligation satisfied, in whole or in part, by (i) authorizing
the Company to withhold from shares of Stock to be issued, or (ii) transferring
to the Company, a number of shares of Stock with an aggregate Fair Market Value
that would satisfy the withholding amount due.
8. 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.
For: INVERNESS MEDICAL
INNOVATIONS, INC.
By: /S/ XXXXX X. XXXXX
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Vice President of Finance and Treasurer
The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated: SEPTEMBER 27, 2002 /S/ XXX XXXXXXXXX
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Optionee's Signature
Optionee's name and address:
