EXHIBIT 10.27
MERIDIAN BIOSCIENCE, INC.
INCENTIVE STOCK OPTION AGREEMENT
1. Meridian Bioscience, Inc. hereby grants to the Optionee named
below an incentive stock option to purchase, in accordance with and subject to
the terms and restrictions of the Company's 1996 Stock Option Plan as Amended
and Restated, a copy of which is attached hereto and made part hereof, the
number of shares of Common Stock of the Company at the price set forth below as
follows:
Optionee: XXX
No. of Shares Covered by Option: **XXX**
Option Price Per Share: **$6.30**
Date of Grant: November 19, 2002
Expiration Date: November 18, 2012
2. This option is granted pursuant to Meridian's 1996 Stock
Option Plan as Amended and Restated pursuant to the authority given to the
Committee in Article 5 which entitles the Committee to grant options on such
terms and conditions as the Committee may determine and the authority in Section
6.1 wherein the Committee may establish different exercise schedules and impose
other conditions upon exercise for any particular option or groups of options.
3. This option shall not vest until November 19, 2011 except it
shall become fully vested and exercisable upon occurrence of any of the
following:
3.1 The net income, as determined in accordance with
generally accepted accounting principles, exceeds $6,800,000 for fiscal
2003; or
3.2 Substantially all of the assets of the Company are
sold in fiscal 2003; or
3.3 As otherwise provided in the 1996 Stock Option Plan
as Amended and Restated.
4. To the extent that the percentage of this Option which becomes
exercisable is not exercised in any given year it may be exercised in the
subsequent years of the term of this Option. The Option granted under this
Agreement may not be exercised for less than ten shares at any time, or the
remaining shares then purchasable under the Option if less than ten. In no event
may this Option be exercised after the expiration of ten years from the date of
grant of this Option.
5. This Option may be exercised for the number of shares
specified by written notice delivered to the Secretary of the Company
accompanied by full payment, in the manner and subject to the conditions set
forth in the Plan, for the number of shares in respect of which it is exercised.
If any applicable law or regulation requires the Company to take any action with
respect to the shares specified in such notice, or if any action remains to be
taken under the Articles of Incorporation or Code of Regulations of the Company
to effect due issuance of the shares, the Company shall take such action and the
date for delivery of such stock shall be extended for the period necessary to
take such action.
6. This Option is not transferable other than by will or by
operation of the laws of descent and distribution or as otherwise provided in
the attached 1996 Stock Option Plan as Amended and Restated and is subject to
termination as provided in the Plan.
IN WITNESS WHEREOF, the Company has executed this Agreement on this
19th day of November, 2002.
BY /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Its: Vice President, Chief Financial Officer
I hereby accept the above Option to purchase shares of Common Stock of
Meridian Bioscience, Inc. granted above in accordance with and subject to the
terms and conditions of this Agreement and its 1996 Stock Option Plan as Amended
and Restated and agree to be bound thereby.
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Date Accepted XXX
Optionee
