INCENTIVE STOCK OPTION AGREEMENT
TECHNE CORPORATION
2010 EQUITY INCENTIVE PLAN
THIS AGREEMENT, made effective as of this _____ day of ___________, 20__,
by and between Techne Corporation, a Minnesota corporation (the "Company"), and
__________________ ("Participant").
W I T N E S S E T H:
WHEREAS, Participant on the date hereof is a key employee or officer of
the Company or one of its Subsidiaries; and
WHEREAS, the Company wishes to grant an incentive stock option to
Participant to purchase shares of the Company's Common Stock pursuant to the
Company"s 2010 Equity Incentive Plan (the "Plan"); and
WHEREAS, the Administrator of the Plan has authorized the grant of an
incentive stock option to Participant and has determined that, as of the
effective date of this Agreement, the fair market value of the Company's Common
Stock is not less than $______ per share;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
1. Grant of Option. The Company hereby grants to Participant on the
date set forth above (the "Date of Grant"), the right and option (the "Option")
to purchase all or portions of an aggregate of ____________ (_________) shares
of Common Stock at a per share price of $_________ on the terms and conditions
set forth herein, and subject to adjustment pursuant to Section 15 of the Plan.
This Option is intended to be an incentive stock option within the meaning of
Section 422, or any successor provision, of the Internal Revenue Code of 1986,
as amended (the "Code"), and the regulations thereunder, to the extent
permitted under Code Section 422(d).
2. Duration and Exercisability.
a. General. The term during which this Option may be exercised
shall terminate on the earlier of ______________________, 20__ or the tenth
anniversary of the date of grant, except as otherwise provided in Paragraphs
2(b) through 2(d) below. This Option shall become exercisable according to
the following schedule:
[INSERT VESTING SCHEDULE]
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[OPTIONAL: Notwithstanding anything in the Plan or this Agreement to the
contrary, this Option shall become fully vested and exercisable immediately
prior to a Change of Control, as defined in Section 1(d) of the Plan.] Once
the Option becomes exercisable to the extent of one hundred percent (100%) of
the aggregate number of shares specified in Paragraph 1, Participant may
continue to exercise this Option under the terms and conditions of this
Agreement until the termination of the Option as provided herein. If
Participant does not purchase upon an exercise of this Option the full number
of shares which Participant is then entitled to purchase, Participant may
purchase upon any subsequent exercise prior to this Option's termination such
previously unpurchased shares in addition to those Participant is otherwise
entitled to purchase.
b. Termination of Employment (other than Disability or Death).
If Participant's employment with the Company or any Subsidiary is terminated
for any reason other than disability or death, this Option shall completely
terminate on the earlier of: (i) the close of business on the three-month
anniversary date of such termination of employment; and (ii) the expiration
date of this Option stated in Paragraph 2(a) above. In such period following
the termination of Participant's employment, this Option shall be exercisable
only to the extent the Option was exercisable on the vesting date immediately
preceding such termination of employment, but had not previously been
exercised. To the extent this Option was not exercisable upon such
termination of employment, or if Participant does not exercise the Option
within the time specified in this Paragraph 2(b), all rights of Participant
under this Option shall be forfeited.
c. Disability. If Participant's employment terminates because
of disability (as defined in Code Section 22(e), or any successor provision),
this Option shall terminate on the earlier of: (i) the close of business on
the one year anniversary of the date of such termination of employment; and
(ii) the expiration date of this Option stated in Paragraph 2(a) above. In
such period following the termination of Participant's employment, this
Option shall be exercisable only to the extent the Option was exercisable on
the vesting date immediately preceding such termination of employment, but
had not previously been exercised. To the extent this Option was not
exercisable upon such termination of employment, or if Participant does not
exercise the Option within the time specified in this Paragraph 2(c), all
rights of Participant under this Option shall be forfeited.
d. Death. In the event of Participant's death, this Option
shall terminate on the earlier of: (i) the close of business on the one year
anniversary of the date of Participant's death; and (ii) the expiration date
of this Option stated in Paragraph 2(a) above. In such period following
Participant's death, this Option may be exercised by the person or persons to
whom Participant's rights under this Option shall have passed by
Participant's will or by the laws of descent and distribution only to the
extent the Option was exercisable on the vesting date immediately preceding
the date of Participant's death, but had not previously been exercised. To
the extent this Option was not exercisable upon the date of Participant's
death, or if such person or persons fail to exercise this Option within the
time specified in this Paragraph 2(d), all rights under this Option shall be
forfeited.
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3. Manner of Exercise.
a. General. The Option may be exercised only by Participant (or
other proper party in the event of death or incapacity), subject to the
conditions of the Plan and subject to such other administrative rules as the
Administrator may deem advisable, by delivering within the option period
written notice of exercise to the Company at its principal office. The notice
shall state the number of shares as to which the Option is being exercised and
shall be accompanied by payment in full of the option price for all shares
designated in the notice. The exercise of the Option shall be deemed effective
upon receipt of such notice by the Company and upon payment that complies with
the terms of the Plan and this Agreement. The Option may be exercised with
respect to any number or all of the shares as to which it can then be exercised
and, if partially exercised, may be so exercised as to the unexercised shares
any number of times during the option period as provided herein.
b. Form of Payment. Subject to the approval of the Administrator,
payment of the option price by Participant may be (i) in cash, or with a
personal check or certified check; (ii) by the transfer from Participant to the
Company of previously acquired shares of Common Stock; (iii) through the
withholding of shares of Stock from the number of shares otherwise issuable
upon the exercise of the Option (e.g., a net share settlement); (iv) through
broker-assisted cashless exercise; or (v) by a combination thereof. In the
event Participant elects to pay the exercise price in whole or in part with
previously acquired shares of Common Stock or through a net share settlement,
the Fair Market Value of the shares of Stock delivered or withheld shall equal
the total exercise price for the shares being purchased in such manner. For
purposes of this Agreement, "previously acquired shares of Common Stock" shall
include shares of Common Stock that are already owned by Participant at the
time of exercise.
c. Stock Transfer Records. As soon as practicable after the
effective exercise of all or any part of the Option, Participant shall be
recorded on the stock transfer books of the Company as the owner of the shares
purchased, and the Company shall deliver to Participant one or more duly issued
stock certificates evidencing such ownership. All requisite original issue or
transfer documentary stamp taxes shall be paid by the Company.
4. Miscellaneous.
a. Employment or Other Relationship; Rights as Shareholder. This
Agreement shall not confer on Participant any right with respect to the
continuance of employment or any other relationship with the Company or any
of its Subsidiaries, nor will it interfere in any way with the right of the
Company to terminate such employment or relationship. Participant shall have
no rights as a shareholder with respect to shares subject to this Option
until such shares have been issued to Participant upon exercise of this
Option. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property), distributions
or other rights for which the record date is prior to the date such shares
are issued, except as provided in Section 15 of the Plan.
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b. Securities Law Compliance. The exercise of all or any parts
of this Option shall only be effective at such time as counsel to the Company
shall have determined that the issuance and delivery of Common Stock pursuant
to such exercise will not violate any state or federal securities or other
laws. Participant may be required by the Company, as a condition of the
effectiveness of any exercise of this Option, to agree in writing that all
Common Stock to be acquired pursuant to such exercise shall be held, until
such time that such Common Stock is registered and freely tradable under
applicable state and federal securities laws, for Participant's own account
without a view to any further distribution thereof, that the certificates for
such shares shall bear an appropriate legend to that effect and that such
shares will be not transferred or disposed of except in compliance with
applicable state and federal securities laws.
c. Mergers, Recapitalizations, Stock Splits, Etc. Except as
otherwise specifically provided in any employment, change of control,
severance or similar agreement executed by the Participant and the Company,
pursuant and subject to Section 15 of the Plan, certain changes in the number
or character of the Common Stock of the Company (through sale, merger,
consolidation, exchange, reorganization, divestiture (including a spin-off),
liquidation, recapitalization, stock split, stock dividend or otherwise)
shall result in an adjustment, reduction or enlargement, as appropriate, in
Participant's rights with respect to any unexercised portion of the Option
(i.e., Participant shall have such "anti-dilution" rights under the Option
with respect to such events, but shall not have "preemptive" rights).
d. Shares Reserved. The Company shall at all times during the
option period reserve and keep available such number of shares as will be
sufficient to satisfy the requirements of this Agreement.
e. Withholding Taxes. To permit the Company to comply with all
applicable federal and state income tax laws or regulations, the Company may
take such action as it deems appropriate to ensure that, if necessary, all
applicable federal and state payroll, income or other taxes are withheld from
any amounts payable by the Company to Participant. If the Company is unable
to withhold such federal and state taxes, for whatever reason, Participant
hereby agrees to pay to the Company an amount equal to the amount the Company
would otherwise be required to withhold under federal or state law. Subject
to such rules as the Administrator may adopt, the Administrator may, in its
sole discretion, permit Participant to satisfy such withholding tax
obligations, in whole or in part (i) by delivering shares of Common Stock; or
(ii) by electing to have the Company withhold shares of Common Stock
otherwise issuable to Participant, in either case having a Fair Market Value,
as of the date the amount of tax to be withheld is determined under
applicable tax law, equal to the minimum amount required to be withheld for
tax purposes. Participant's request to deliver shares or to have shares
withheld for purposes of such withholding tax obligations shall be made on or
before the date that triggers such obligations or, if later, the date that
the amount of tax to be withheld is determined under applicable tax law.
Participant's request shall be approved by the Administrator and otherwise
comply with such rules as the Administrator may adopt to assure compliance
with Rule 16b-3 or any successor provision, as then in effect, of the General
Rules and Regulations under the Securities and Exchange Act of 1934, if
applicable.
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f. Nontransferability. During the lifetime of Participant, the
accrued Option shall be exercisable only by Participant or by the
Participant's guardian or other legal representative, and shall not be
assignable or transferable by Participant, in whole or in part, other than by
will or by the laws of descent and distribution.
g. 2010 Equity Incentive Plan. The Option evidenced by this
Agreement is granted pursuant to the Plan, a copy of which Plan has been made
available to Participant and is hereby incorporated into this Agreement.
This Agreement is subject to and in all respects limited and conditioned as
provided in the Plan. All defined terms of the Plan shall have the same
meaning when used in this Agreement. The Plan governs this Option and, in
the event of any questions as to the construction of this Agreement or in the
event of a conflict between the Plan and this Agreement, the Plan shall
govern, except as the Plan otherwise provides.
h. Lockup Period Limitation. Participant agrees that in the
event the Company advises Participant that it plans an underwritten public
offering of its Common Stock in compliance with the Securities Act of 1933,
as amended, and that the underwriter(s) seek to impose restrictions under
which certain shareholders may not sell or contract to sell or grant any
option to buy or otherwise dispose of part or all of their stock purchase
rights of the underlying Common Stock, Participant hereby agrees that for a
period not to exceed 180 days from the prospectus, Participant will not sell
or contract to sell or grant an option to buy or otherwise dispose of this
Option or any of the underlying shares of Common Stock without the prior
written consent of the underwriter(s) or its representative(s).
i. Blue Sky Limitation. Notwithstanding anything in this
Agreement to the contrary, in the event the Company makes any public offering
of its securities and it is determined that it is necessary to reduce the
number of issued but unexercised stock purchase rights so as to comply with
any state securities or Blue Sky law limitations with respect thereto, and
such determination is affirmed by the Board of Directors, unless the Board of
Directors determines otherwise, (i) the exercisability of this Option and the
date on which this Option must be exercised shall be accelerated, provided
that the Company agrees to give Participant 15 days' prior written notice of
such acceleration; and (ii) any portion of this Option or any other option
granted to Participant pursuant to the Plan which is not exercised prior to
or contemporaneously with such public offering shall be canceled. Notice
shall be deemed given when delivered personally or when deposited in the
United States mail, first class postage prepaid and addressed to Participant
at the address of Participant on file with the Company.
j. Accounting Compliance. Participant agrees that, if
Participant is an "affiliate" of the Company or any Affiliate (as defined in
applicable legal and accounting principles) at the time of a Change of
Control (as defined in Section 1(d) of the Plan), Participant will comply
with all requirements of Rule 145 of the Securities Act of 1933, as amended,
and the requirements of such other legal or accounting principles, and will
execute any documents necessary to ensure such compliance.
k. Stock Legend. The Administrator may require that the
certificates for any shares of Common Stock purchased by Participant (or, in
the case of death, Participant's successors) shall bear an appropriate legend
to reflect the restrictions of Paragraph 4(b) and Paragraphs 4(g) through
4(i) of this Agreement; provided, however, that failure to so endorse any of
such certificates shall not render invalid or inapplicable Paragraph 4(b) or
Paragraphs 4(g) through 4(i).
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l. Scope of Agreement. This Agreement shall bind and inure to
the benefit of the Company and its successors and assigns and Participant and
any successor or successors of Participant permitted by Paragraph 2 or
Paragraph 4(e) above.
m. Arbitration. Any dispute arising out of or relating to this
Agreement or the alleged breach of it, or the making of this Agreement,
including claims of fraud in the inducement, shall be discussed between the
disputing parties in a good faith effort to arrive at a mutual settlement of
any such controversy. If, notwithstanding, such dispute cannot be resolved,
such dispute shall be settled by binding arbitration. Judgment upon the
award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. The arbitrator shall be a retired state or federal
judge or an attorney who has practiced securities or business litigation for
at least 10 years. If the parties cannot agree on an arbitrator within 20
days, any party may request that the chief judge of the District Court for
Hennepin County, Minnesota, select an arbitrator. Arbitration will be
conducted pursuant to the provisions of this Agreement, and the commercial
arbitration rules of the American Arbitration Association, unless such rules
are inconsistent with the provisions of this Agreement. Limited civil
discovery shall be permitted for the production of documents and taking of
depositions. Unresolved discovery disputes may be brought to the attention
of the arbitrator who may dispose of such dispute. The arbitrator shall have
the authority to award any remedy or relief that a court of this state could
order or grant; provided, however, that punitive or exemplary damages shall
not be awarded. The arbitrator may award to the prevailing party, if any, as
determined by the arbitrator, all of its costs and fees, including the
arbitrator's fees, administrative fees, travel expenses, out-of-pocket
expenses and reasonable attorneys' fees. Unless otherwise agreed by the
parties, the place of any arbitration proceedings shall be Hennepin County,
Minnesota.
ACCORDINGLY, the parties hereto have caused this Agreement to be executed
on the day and year first above written.
Techne Corporation
By:
Its:
Participant
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