EXHIBIT 10.10.2
STOCK OPTION AGREEMENT
FOR KEY EMPLOYEES
SEROLOGICALS CORPORATION
AMENDED AND RESTATED 1994 OMNIBUS INCENTIVE PLAN
Agreement, made as of the (Date), between Serologicals Corporation (the
"Company"), a Delaware corporation, and (FirstName) (LastName) (the "Optionee"),
residing at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
The Company has duly adopted the Amended and Restated 1994 Omnibus
Incentive Plan (the "Plan"), the terms of which are hereby incorporated by
reference. In the case of any conflict between the provisions hereof and
those of the Plan, the provisions of the Plan shall be controlling. A copy of
the Plan is available upon request by the Optionee from the Secretary of the
Company.
In accordance with its authority under Section 3 of the Plan, a committee
of the Board of Directors of the Company which administers the Plan (the
"Committee") has adopted a resolution granting the Optionee a stock option
(the "Option") under the Plan to purchase shares of the Company's Common
Stock, $.01 par value per share ("Shares"), for the price and on the terms and
conditions set forth in this Agreement and in the Plan.
The Company makes no representations or warranties as to the income,
estate or other tax consequences to the Optionee of the grant or exercise of
the Option or the sale or other disposition of the Shares acquired pursuant
to the exercise thereof.
1. (a) The price at which the Optionee shall have the right to purchase
Shares under this Agreement is set forth on Schedule A hereto and is subject
to adjustment as provided in Paragraph 6.
(b) Unless the Option is previously terminated pursuant to the Plan or
this Agreement, the Option shall be exercisable during the period or periods
specified on Schedule A.
In no event shall any Shares be purchasable under this Agreement after the
respective expiration date or dates specified on Schedule A ("Expiration
Date"). Unless otherwise specified on Schedule A, the unexercised portion of
the Option will terminate (a) two (2) years after the date on which the
Optionee's employment is terminated for any reason other than cause and (b)
immediately upon the termination of the Optionee's employment for cause.
2. Nothing contained herein shall be construed to confer on the Optionee
any right to continue as an employee of the Company or any subsidiary of the
Company or to derogate from any right of the Company or any subsidiary
thereof to retire, request the
resignation of or discharge the Optionee, or to lay off or require a leave of
absence of the Optionee, with or without pay, at any time, with or without
cause. No person or entity shall be entitled to vote, receive dividends or be
deemed for any purpose the holder of any Shares subject to the Option until
the Option shall have been duly exercised to purchase such Shares in
accordance with the provisions of this Agreement.
3. The Option shall be exercisable during the Optionee's lifetime only by
the Optionee or, if permissible under applicable law, by his or her guardian
or legal representative, and after the Optionee's death only by the person or
entity entitled to do so under the Optionee's last will and testament or
applicable intestate law. The Option may only be exercised by the delivery to
the Company of a written notice of such exercise in the form of Annex I
hereto (the "Exercise Notice"), which notice shall specify the number of
Shares to be purchased (the "Purchased Shares") and the aggregate exercise
price for such Shares, together with payment in full of such aggregate
exercise price in cash or by check payable to the Company;
4. The Option shall not be assignable, alienable, saleable, or
transferable by the Optionee otherwise than by will or by the laws of descent
and distribution. The Option may not be pledged, alienated, attached, or
otherwise encumbered, and any purported pledge, alienation, attachment, or
encumbrance thereof shall be void and unenforceable against the Company or
any Affiliate (as defined in the Plan).
5. If the Company shall become obligated to withhold an amount on account
of any tax imposed as a result of the exercise of the Option, including,
without limitation, any federal, state, local or other income tax, or any
F.I.C.A., state disability insurance tax or other employment tax (the
"Withholding Liability"), then the Optionee shall, on the date of exercise
and as a condition to the issuance of the Shares subject to the Option, pay
the Withholding Liability to the Company. Payment shall be by check payable
to the Company; provided, however, that with the consent of the Committee,
payment may instead be made by delivery to the Company of a certificate or
certificates representing Shares duly endorsed or accompanied by a duly
executed stock power(s), which delivery effectively transfers to the Company
good and valid title to such Shares, free and clear of any pledge,
commitment, lien, claim or other encumbrance (such Shares to be valued on the
basis of the fair market value thereof on the date of such payment);
provided, further, that the Company is not then prohibited from purchasing or
acquiring such shares of Common Stock. The Optionee hereby consents to the
Company withholding the full amount of the Withholding Liability from any
compensation or other amounts otherwise payable to the Optionee if the
Optionee does not pay the Withholding Liability to the Company on the date of
exercise of the Option, and the Optionee agrees that the withholding and
payment of any such amount by the Company to the relevant taxing authority
shall constitute full satisfaction of the Company's obligation to pay such
compensation or other amounts to Optionee.
6. (a) If the outstanding Shares of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or similar
event, or if the Company shall issue Shares as a dividend or upon a stock
split, then the number and kind of Shares subject to the unexercised
portion of the Option and the exercise price of the Option shall be adjusted
to prevent the inequitable enlargement or dilution of any rights hereunder,
provided, however, that any such adjustment shall be made without change in
the total exercise price applicable to the unexercised portion of the option.
Adjustments under this paragraph shall be made by the Committee, whose
determination shall be final, binding and conclusive. In computing any
adjustment under this paragraph, any fractional share shall be eliminated.
Nothing contained in this Agreement shall be construed to affect in any way
the right or power of the Company to make any adjustment, reclassification,
reorganization or changes to its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or transfer all or any part of its
business or assets.
(b) If, in the event of a merger or consolidation, the Company is not the
surviving corporation, and in the event that the agreements governing such
merger or consolidation do not provide for the substitution of new options or
other rights in lieu of the Option granted hereunder or for the express
assumption of such outstanding Option by the surviving corporation, or in the
event of the dissolution or liquidation of the Company, the Optionee shall
have the right not less than five (5) days prior to the record date for the
determination of shareholders entitled to participate in such merger,
consolidation, dissolution or liquidation, to exercise this Option, in whole
or in part, without regard to any installment provision that may be a part of
the terms and conditions of this Option; provided, that any conditions
precedent to such exercise set forth in this Agreement, other than the
passage of time, have been satisfied. In any such event, the Company will
mail or cause to be mailed to the Optionee a notice specifying the date that
is to be fixed as of which all holders of record of the Shares shall be
entitled to exchange their Shares for securities, cash or other property
issuable or deliverable pursuant to such merger, consolidation, dissolution
or liquidation. Such notice shall be mailed at least ten (10) days prior to
the date therein specified. In the event this Option is not exercised in its
entirety on or prior to the date specified therein, any and all remaining
rights hereunder shall terminate as of said date.
7. The Company has been authorized by the Committee to, and the Company,
in its discretion, may, establish procedures whereby the Optionee, to the
extent permitted by and subject to the requirements of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
Regulation T issued by the Board of Govenors of the Federal Reserve System
pursuant to the Exchange Act, federal income tax laws, and other federal,
state or local tax and securities laws, can exercise the Option, or a portion
thereof, without making a direct payment of the exercise price thereof to the
Company. If the Company so elects to establish such a cashless exercise
program, the Company shall determine, in its discretion and from time to
time, such administrative procedures and policies as it deems appropriate.
Such procedures and policies shall be binding on the Optionee should he elect
to utilize the cashless exercise program.
8. Anything in this Agreement to the contrary notwithstanding, in no
event may the Option be exercisable if the Company shall, at any time and in
its sole discretion, determine that (i) the listing, registration or
qualification of any Shares otherwise deliverable upon such exercise, upon
any securities exchange or under any state or federal law, or (ii) the
consent or approval of any regulatory body or the satisfaction of withholding
tax or other withholding liabilities is necessary or desirable in connection
with such exercise. In such event,
such exercise shall be held in abeyance and shall not be effective unless and
until such withholding, listing, registration, qualification or approval
shall have been affected or obtained free of any conditions not acceptable to
the Company.
9. Unless the issuance of the Shares upon exercise of the Option has been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), the Committee may require as a condition to the right to exercise the
Option hereunder that the Company receive from the person exercising the
Option representations, warranties and agreements, at the time of any such
exercise, to the effect that the Shares are being purchased for investment
only and without any present intention to sell or otherwise distribute such
Shares and that the Shares will not be disposed of in transactions which, in
the opinion of counsel to the Company, would violate the registration
provisions of the Securities Act and the rules and regulations thereunder.
The certificate issued to evidence such Shares shall bear appropriate legends
summarizing such restrictions on the disposition thereof.
10. This Agreement shall be construed and enforced in accordance with the
laws of the State of Georgia, without reference to principles regarding
conflicts of law. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, personal
representatives, successors or assigns, as the case may be.
IN WITNESS WHEREOF, the parties have witnessed this Agreement to be duly
executed and delivered as of the date first above written.
SEROLOGICALS CORPORATION
By:
---------------------------- ------------------------------
OPTIONEE PRESIDENT/CEO
SCHEDULE A
Name of Optionee: (FirstName) (LastName)
Date of ▇▇▇▇▇: (Date)
Option Exercise Price: (Price)
Market Price on Date of Grant: (Price)
Number of Shares subject to Option: (Number)
Type of Option: Non-Qualified (Incentive-Based)
Date of Expiration: (Date) (Time)
Terms of Exercisability:
NUMBER OF SHARES Exerciable On Exercisable Until
Or After (Expiration Date)
(Number)
Other exercisability features:
(Other)
SEROLOGICALS CORPORATION
By:
---------------------------------
Optionee:
------------------------------------
Date:
------------------------------
ANNEX I
FORM OF ELECTION TO EXERCISE
(To be executed upon exercise of Option).
The undersigned hereby elects to exercise the right pursuant to that
certain Option Agreement dated as of _______________________ by and between
Serologicals Corporation and (FirstName) (LastName) (the "Option Agreement"), to
purchase ______________ shares of common stock, $.01 par value (the "Shares").
Choose one of the following options:
_____ (i) Payment for the Shares in the amount of $_____________ is enclosed.
The undersigned requests that certificates for the Shares be
registered in the name of the undersigned.
_____ (ii) Cashless Exercise/Same Day Sale (Appropriate broker forms must be
completed; forms may be obtained from the Human Resources
Department).
Dated:
-------------------------- -------------------------------------
Optionee
-------------------------------------
SOCIAL SECURITY NUMBER
ADMINISTRATOR USE ONLY
------------------------------------------------------------------------------
Date of Grant:
----------------------------
Market Price on Date of Grant:
----------------------------
Market Price on Date of Exercise:
----------------------------
Number of shares:
----------------------------
Type of Option:
----------------------------
Number of Options Currently
Vested:
----------------------------
Expiration Date:
----------------------------
Withholding Tax:
----------------------------
-------------------------------------- ------------------------------
STOCK OPTION ADMINISTRATOR DATE VICE PRESIDENT, FINANCE DATE
