RESALE RESTRICTION AGREEMENT
XXXXXXX RIVER LABORATORIES INTERNATIONAL, INC.
This RESALE RESTRICTION AGREEMENT (the “Agreement”) with respect to a certain stock option award agreement (the “Option Agreement”) issued under the Xxxxxxx River Laboratories International, Inc. 2000 Incentive Plan, as amended (the “Plan”) is made by and between Xxxxxxx River Laboratories International, Inc., a Delaware corporation (the “Company”), and (the “Holder”).
WHEREAS, the Holder was granted options (the “Options”) to acquire shares of common stock of the Company (the “Shares”) on February 13, 2004 at an exercise price of $43.07 pursuant to the Option Agreement.
WHEREAS, the Option is fully vested and exercisable by reason of an action of the Compensation Committee of the Board of Directors of the Company effective December 7, 2005; and
WHEREAS, the Company and the Holder wish to impose certain resale restrictions on the Shares subject to the Options as provided herein on the terms and conditions contained herein.
NOW, THEREFORE, it is agreed as follows:
1. The Holder acknowledges that he or she has reviewed this Agreement in full.
2. The Holder agrees not to sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of any Shares (or any interest in any Shares) until the date on which the Shares would have vested pursuant to the original terms of the Option Agreement (hereinafter referred to as the “Resale Restrictions”).
3. The Resale Restrictions shall lapse on the schedule set forth in Section 1 of the Option Agreement:
4. This Agreement shall be effective as of December 7, 2005.
5. The Holder represents and warrants that he or she has full power to enter into this Agreement.
6. This Agreement, the Option Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior understandings and agreements of the Company and the Holder with respect to the subject matter hereof, and may not be modified except by means of a writing signed by the Company and the Holder. This Agreement is to be construed in accordance with and governed by the internal laws of the Commonwealth of Massachusetts without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the Commonwealth of Massachusetts to the rights and duties of the parties. Nothing in this Agreement (except as expressly provided herein) is intended to confer any rights or remedies on any persons other than the parties. Should any provision of this Agreement be determined to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.
7. This Agreement shall be binding upon the Company and the Holder as well as the successors and assigns (if any) of the Company and the Holder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered on the date set forth beside such party’s signature.
| XXXXXXX RIVER LABORATORIES |
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Dated: , 2005
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INTERNATIONAL, INC. | |||||
| By: | ||||||
Dated: , 2005
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Holder | |||||
