EXHIBIT 4
1997 PLAN
IVAX CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
(EMPLOYEE)
1. GRANT OF OPTION. In accordance with and subject to the terms and
conditions of (A) the IVAX Corporation 1997 Employee Stock Option Plan, as it
may be amended from time to time (the "PLAN"), a copy of which is attached
hereto as Exhibit A and (B) this Nonqualified Stock Option Agreement (the
"AGREEMENT"), IVAX Corporation, a Florida corporation (the "COMPANY"), grants to
the optionee identified on Schedule 1 attached hereto (the "OPTIONEE") a
nonqualified stock option (the "OPTION") to purchase the number of shares (the
"Shares") of its Common Stock, $.10 par value, set forth on Schedule 1, at the
option price set forth in Schedule 1.
2. ACCEPTANCE BY OPTIONEE. The exercise of the Option or any portion
thereof is conditioned upon acceptance by the Optionee of the terms and
conditions of this Agreement, as evidenced by the Optionee's execution of
Schedule 1 to this Agreement and the delivery of an executed copy of Schedule 1
to the Company.
3. VESTING OF OPTION. The Option shall become exercisable in accordance
with the vesting schedule set forth in Schedule 1. In the event that the
Optionee's employment with the Company or its subsidiaries is terminated prior
to the date on which the Option or any portion thereof becomes vested, the
non-vested portion of the Option will be void, and will not become exercisable
by the Optionee.
4. EXPIRATION OF OPTION. The Option shall expire on the date set forth
in Schedule 1, and may not be exercised after such date.
5. PROCEDURE FOR EXERCISE. The Option may be exercised for the number
of Shares specified in a written notice delivered to the Company at least ten
days prior to the date on which purchase is requested, accompanied by full
payment for the Shares with respect to which the Option is being exercised, in
the manner and subject to the terms and conditions set forth in the Plan.
Notwithstanding the foregoing, the Option may not be exercised as to less than
ten Shares at any time, or, if less than ten Shares, the number of Shares
subject to the Option. If any applicable law 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 Bylaws of the Company
to effect due issuance of the Shares, then the Company shall take such action
and the day for delivery of such Shares shall be extended for the period
necessary to take such action. Neither the Optionee nor any other person
entitled to exercise the Option shall be, or have any rights or privileges of, a
shareholder of the Company in respect of any of the Shares issuable upon
exercise of the Option, unless and until the Shares are issued to the Optionee.
6. NO RIGHT TO EMPLOYMENT. The issuance of the Option or any Shares
pursuant to the Option shall not give the Optionee any right to be employed or
retained in the employ of the Company nor shall it affect the right of the
Company to discharge or discipline the Optionee or the right of the Optionee to
terminate his or her employment.
7. REPRESENTATIONS AS TO PURCHASE OF SHARES. As a condition of the
Company's obligation to issue Shares upon exercise of the Option, if requested
by the Company, the Optionee shall, concurrently with the delivery of the stock
certificate representing the Shares so purchased, give such written assurances
to the Company, in the form and substance that its counsel reasonably requests,
to the effect that the Optionee is acquiring the Shares for investment and
without any present intention of reselling or redistributing the same in
violation of any applicable law. In the event that the Company elects to
register the Shares under the Securities Act of 1933 and any applicable state
laws, the issuance of such Shares shall not be subject to the restrictions
contained in this paragraph 7.
8. COMPLIANCE WITH APPLICABLE LAW. The issuance of the Shares pursuant
to the exercise of this Option is subject to compliance with all applicable
laws, including without limitation laws governing withholding from employees and
nonresident aliens for income tax purposes.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed as of the Date of Xxxxx set forth in Schedule 1.
IVAX CORPORATION
By: /s/ Xxxxxxx Xxxxx, M.D.
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Xxxxxxx Xxxxx, M.D.
Chairman of the Board
and Chief Executive Officer
SCHEDULE 1
NONQUALIFIED STOCK OPTION AGREEMENT
(EMPLOYEE)
Name of Optionee: Xxxxxxx Xxxxx, M.D.
Number of Shares: 150,000
Option Price Per Share: $8.9375
Date of Grant: July 31, 1998
Expiration Date: July 30, 2005
Vesting Schedule: 25% of the Number of Shares on
each of the first four anniversary
dates of the Date of Grant
The undersigned agrees to the terms and conditions of the
Nonqualified Stock Option Agreement of which this Schedule 1 is a
part, and acknowledges receipt of the prospectus relating to the Plan
and of the Company's most recent annual report to shareholders.
Date Accepted:
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Optionee
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Social Security Number
