Exhibit 7
INVERNESS MEDICAL TECHNOLOGY, INC.
AMENDED AND RESTATED
2000 STOCK OPTION AND GRANT PLAN
INCENTIVE STOCK OPTION AGREEMENT
150,000 Shares AWARDED FEBRUARY 12, 2001
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Pursuant to its Amended and Restated 2000 Stock Option and Grant Plan (the
"2000 Plan"), Inverness Medical Technology, Inc. (the "Company") hereby grants
to XXX XXXXXXXXX (the "Optionee") an option (the "Option") to purchase on or
prior to FEBRUARY 12, 2011 (the "Expiration Date") all or any part of 150,000
shares of Common Stock of the Company, par value $.001 per share ("Option
Shares") at a price of $30.65 per share in accordance with the schedule set
forth in SECTION 1 hereof and subject to the terms and conditions set forth
hereinafter and in the 2000 Plan. This Option shall be construed in a manner to
qualify it as an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and shall be governed by the laws
of Delaware. Capitalized terms used herein but not defined herein shall have the
meanings ascribed thereto in the 2000 Plan.
1. VESTING SCHEDULE. Subject to the provisions of SECTION 4 hereof and
SECTION 5 of the 2000 Plan, this Option shall become vested and exercisable with
respect to the following whole number of Option Shares according to the
timetable set forth below:
Percentage of Shares Cumulative
Numbers of Years Shares Becoming Percentage
After Date of Grant Available for Exercise Available
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Less than 1 year 0% 0%
At least 1 year 25% 25%
At least 2 years 25% 50%
At least 3 years 25% 75%
At least 4 years 25% 100%
2. MANNER OF EXERCISE. 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 Company's Option Committee
(the "Administrator") of his election to purchase some or all of the vested
Option Shares purchasable at the time of such notice. Such notice shall specify
the number of shares to be purchased.
Payment of the purchase price for the Option Shares may be made by one or
more of the following methods:
(a) in cash, by certified or bank check or other instrument acceptable
to the Administrator;
(b) in the form of shares of Common Stock, par value $.001 per share,
of the Company (the "Common Stock") that are not then subject to
restrictions under any Company plan and that have been held by the Optionee
for at least six (6) months, if permitted by the Administrator in its
discretion. Such surrendered shares shall be valued at Fair Market Value on
the exercise date; or
(c) 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.
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 (or a purchaser acting in his stead in
accordance with this Option) by the Company of the 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 Option Shares to
be purchased pursuant to the exercise of this Option under the 2000 Plan and any
subsequent resale of the Option Shares will be in compliance with applicable
laws and regulations.
If requested upon the exercise of this Option, certificates for shares may
be issued in the name of the Optionee jointly with another person or in the name
of the executor or administrator of the Optionee's estate.
Notwithstanding any other provision hereof or of the 2000 Plan, no portion
of this Option shall be exercisable after the Expiration Date hereof.
3. NON-TRANSFERABILITY OF OPTION. This Option shall not be transferable by
the Optionee otherwise than by will or by the laws of descent and distribution
and this Option shall be exercisable, during the Optionee's lifetime, only by
the Optionee.
4. TERMINATION OF EMPLOYMENT. If the Optionee's employment by the Company
and its Subsidiaries is terminated, the extent to which and the period within
which the Option may be exercised shall be as set forth below.
(a) TERMINATION BY REASON OF DEATH. If the Optionee's employment by
the Company and its Subsidiaries is terminated 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 12 months (or such longer period as the Administrator shall
specify at any time) from the date of death or until the Expiration Date,
if earlier.
(b) TERMINATION BY REASON OF DISABILITY. If the Optionee's employment
by the Company and its Subsidiaries is terminated by reason of Disability,
any Option held by the Optionee shall become fully exercisable and may
thereafter be exercised for a period of 12 months (or such longer period as
the Administrator shall specify at any time)
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from the date of such termination of employment or until the Expiration
Date, if earlier. Except as otherwise provided by the Administrator at any
time, the death of the Optionee during the twelve (12) month period
provided in this Section 4(b) shall extend such period for 12 months from
the date of death or until the Expiration Date, if earlier.
(c) TERMINATION BY REASON OF RETIREMENT. If the Optionee's employment
by the Company and its Subsidiaries is terminated by reason of Retirement,
any Option held by the Optionee may thereafter be exercised to the extent
it was exercisable and the time of such termination, for a period of 12
months (or such other period as the Administrator shall specify at any
tune) from the date of such termination of employment or until the
Expiration Date, if earlier.
(d) TERMINATION FOR CAUSE. If the Optionee's employment by the Company
and its Subsidiaries is terminated for Cause, any Option held by the
Optionee, including any Option that is immediately exercisable at the time
of such termination, shall immediately terminate and be of no further force
and effect; provided, however, that the Administrator may, in its sole
discretion, provide that such Option can be exercised for a period of up to
30 days from the date of such termination of employment or until the
Expiration Date, if earlier.
(e) OTHER TERMINATION. Unless otherwise determined by the
Administrator, if the Optionee's employment by the Company and its
Subsidiaries is terminated for any reason other than death, Disability,
Retirement or Cause, any Option held by the Optionee may thereafter be
exercised, to the extent exercisable on the date of such termination of
employment, for a period of three (3) months (or such longer period as the
Administrator shall specify at any time) from the date of termination or
until the Expiration Date, if earlier.
For this purpose, neither a transfer of employment from the Company to a
Subsidiary (or from a Subsidiary to the Company) nor an approved leave of
absence shall be deemed a "termination of employment."
5. OPTION SHARES. The Option Shares are shares of Common Stock as
constituted on the date of this Option, subject to adjustment as provided in
SECTION 3 of the 2000 Plan.
6. NO SPECIAL EMPLOYMENT RIGHTS. This Option will not confer upon the
Optionee any right with respect to continuance of employment by the Company or
its Subsidiary, nor will it interfere in any way with any right of the
Optionee's employer to terminate the Optionee's employment at any time.
7. RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights as a
shareholder with respect to any Common Stock that may be purchased by exercise
of this Option unless and until a certificate or certificates representing such
shares are duly issued and delivered to the Optionee. Except as otherwise
expressly provided in the 2000 Plan, no adjustment shall be made for dividends
or other rights for which the record date is prior to the date such share
certificate is issued.
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8. QUALIFICATION UNDER SECTION 422. It is understood and intended that the
Option granted hereunder shall qualify as an "incentive stock option" as defined
in Section 422 of the Code. Accordingly, the Optionee understands that in order
to obtain the benefits of an incentive stock option under Section 422 of the
Code, no sale or other disposition may be made of any Option Shares acquired
upon exercise of this Option within the one-year period beginning on the day
after the day of the transfer of such Option Shares to him or her, nor within
the two-year period beginning on the day after the grant of this Option. If the
Optionee intends to dispose or does dispose (whether by sale, gift, transfer or
otherwise) of any such Option Shares within these periods, he or she will notify
the Company within thirty (30) days after such disposition.
Options which become exercisable for the first time by the Optionee during
any calendar year will only qualify as incentive stock options under Section 422
of the Code to the extent that the aggregate fair market value of the Option
Shares underlying such Options as of the date of grant does not exceed S100,000.
Any such Options relating to Option Shares in excess of $100,000 will be treated
as nonqualified stock options under the Code.
9. TAX WITHHOLDING. No later than the date as of which part or all of the
value of any shares of Common Stock received under the 2000 Plan first becomes
includible in the Optionee's gross income for Federal tax purposes, the Optionee
shall make arrangements with the Company in accordance with SECTION 11 of the
2000 Plan regarding the payment of any federal, state or local taxes required to
be withheld with respect to such income.
10. THE 2000 PLAN. In the event of any discrepancy or inconsistency between
this Agreement and the 2000 Plan, the terms and conditions of the 2000 Plan
shall control.
11. MISCELLANEOUS. Notices hereunder shall be mailed or delivered to the
Company at its principal place of business and shall be mailed or delivered to
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.
INVERNESS MEDICAL TECHNOLOGY, INC.
By: /S/ XXXXXXX X. XXXX
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Name: XXXXXXX X. XXXX
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Title: EXECUTIVE VICE PRESIDENT
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Receipt of the foregoing Option is acknowledged and its terms and
conditions are hereby agreed to:
/S/ XXX XXXXXXXXX, Optionee
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Xxx Xxxxxxxxx
Date:_____________________________
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