EXHIBIT 4(b)
LIFE TECHNOLOGIES, INC. LIFE TECHNOLOGIES, INC.
FORM OF 1997 LONG-TERM INCENTIVE PLAN
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STOCK OPTION AGREEMENT
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AGREEMENT made as of the ________ day of____________________, 199- by
and between Life Technologies, Inc., a Delaware corporation (the "Company")
and ____________________________ (the "Optionee").
W I T N E S E T H
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WHEREAS, pursuant to the Company's 1997 Long-Term Incentive Plan (the
"Plan"), the Company desires to grant to the Optionee and the Optionee desires
to accept an option to purchase shares of common stock, $.01 par value, of the
Company (the "Common Stock") upon the terms and conditions set forth in this
agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant. The Company hereby grants to the
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Optionee an option to purchase ________ shares of Common Stock at a purchase
price per share of ____________, which is not less than 100% of the fair market
value per share of Common Stock on the date hereof. [This option is intended to
be treated as an option which is an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended.]
2. Restrictions on Exercisability. Except as specifically provided
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otherwise herein, the option will become exercisable in accordance with the
following schedule based upon the period of the Optionee's continuous employment
or service with the Company or an Affiliate following the date hereof:
Period Incremental Cumulative
of Continuous Percentage of Percentage of
Employment/ Option Option
Service Exercisable Exercisable
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Less than 1 year 0% 0%
More than 1 year 33-1/3% 33-1/3%
More than 2 years 33-1/3% 66-2/3%
3 or more years 33-1/3% 100%
For purposes of this paragraph, leaves of absence approved by the Board of
Directors of the Company (the "Board") for illness, military or governmental
service, or other cause, shall be considered as employment; the term "Affiliate"
means any corporation, partnership, or entity in which the Company, directly or
indirectly, owns a 50% or greater equity interest. Unless sooner terminated,
the option will expire if and to the extent it is not exercised within ten years
from the date hereof.
3. Exercise. The option may be exercised in whole or in part in
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accordance with the above schedule (unless sooner terminated) by delivering to
the Secretary of the Company (a) a written notice specifying the number of
shares to be purchased, and (b) payment in full of the exercise price, together
with the amount, if any, deemed necessary by the Company to enable it to satisfy
any income
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tax withholding obligations with respect to the exercise (unless other
arrangements, acceptable to the Company, are made for the satisfaction of such
withholding obligations). On a partial exercise, the options shall be considered
exercised in the same order as they vested.
4. Rights as Stockholder. No shares of Common Stock shall be sold or
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delivered hereunder until full payment for such shares has been made. The
Optionee shall have no rights as a stockholder with respect to any shares
covered by the option until a stock certificate for such shares is issued to him
or her. Except as otherwise provided herein, no adjustment shall be made for
dividends or distributions of other rights for which the record date is prior to
the date such stock certificate is issued.
5. Nontransferability. No option shall be assignable or transferable by
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the Optionee except upon the Optionee's death to a beneficiary designated by the
Optionee in accordance with procedures established by the Committee (as such
term is defined in the Plan), or, if no designated beneficiary shall survive the
Optionee, by the Optionee's personal representative or pursuant to the
Optionee's will or by the laws of descent and distribution. During an
Optionee's lifetime, options may be exercised only by the Optionee.
6. Termination. If the Optionee "terminates normally" (as such term is
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defined in the Plan), then, unless sooner terminated under the terms hereof, the
option will terminate five years after the Optionee terminates normally. If the
Optionee "terminates" (as such term is defined in the Plan), but does not
terminate normally or for "cause" (as hereinafter defined), then, unless sooner
terminated under the terms hereof, the option will terminate on the date of the
Optionee's termination of employment or service. If the Optionee's employment
or service is terminated by the Company for cause, then the option will
terminate on the date on which the determination was made that there was cause
for termination. For purposes hereof, the term "cause" means any activity by
the Optionee that is determined by the Committee to be detrimental to the
interests of the Company or any Affiliate. If the Optionee's employment or
service is terminated by reason of the Optionee's death, then, unless sooner
terminated under the terms hereof, the option will terminate three years after
the death of the Optionee, and the Optionee's beneficiary or personal
representative shall have the right to exercise the option in full, whether or
not vested at the time of death at any time within such three year period. If
the Optionee dies after the Optionee terminates normally, then unless sooner
terminated under the terms hereof, the option will terminate on the date five
years after the Optionee has terminated normally, or if later, three years after
the Optionee's death.
7. Securities Restrictions. If the shares to be issued upon an exercise
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of the option are not registered under the Securities Act of 1933, then, as a
further condition of the Company's obligation to issue such shares, the Optionee
shall, at the Company's request, give a representation in writing to the Company
that the Optionee is acquiring the shares for his or her own account as an
investment and not with a view to, or for sale in connection with, the
distribution of such shares, and the certificates representing such shares shall
bear a legend to such effect as the Company's counsel shall deem necessary or
desirable. The option shall in no event be exercisable and shares shall not be
issued hereunder if, in the opinion of counsel to the Company, such exercise
and/or issuance would result in a violation of federal or state securities laws.
8. Capital Changes, Reorganizations, Etc. The Committee will make such
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adjustments in the option price and in the number or kind of shares of Common
Stock or other securities covered by this option as the Committee in its sole
discretion, exercised in good faith, may determine is equitably required to
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prevent dilution or enlargement of the rights of the Optionee that otherwise
would result from any stock split, stock dividend, or other change in the
capital structure of the Company. In the case of a merger, consolidation,
reorganization, recapitalization or any other corporate transaction or event
having an effect similar to any of the foregoing, the Company will make a
reasonable effort, but shall not be required, to replace the option granted
hereunder with comparable options to purchase the stock of such other
corporation, or will provide for immediate maturity of the option, with the
option being terminated if not exercised within the time period specified by the
Board. No adjustment provided for in this paragraph shall require the Company to
issue any fractional share.
9. No Employment Rights. Nothing in this agreement shall give the
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Optionee any right to continue in the employ or service of the Company or an
Affiliate, or interfere in any way with the right of the Company or an Affiliate
to terminate the employment or service of the Optionee.
10. Provisions of Plan. The provisions of the Plan shall govern if and to
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the extent that there are inconsistencies between those provisions and the
provisions hereof. The Optionee acknowledges that he or she has received a copy
of the Plan prior to the execution of this agreement.
11. Administration. The Committee shall have the right to construe and
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interpret the provisions of this agreement and its determination as to any
dispute arising hereunder shall be binding and conclusive upon all interested
parties.
12. Miscellaneous. This agreement shall be binding upon and shall inure
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to the benefit of the parties hereto and their respective successors and
permitted assigns. This agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. This agreement constitutes
the entire agreement between the parties with respect to the subject matter
hereof and may not be modified except by written instrument executed by the
parties.
IN WITNESS WHEREOF, this agreement has been executed as of the date first
above written.
LIFE TECHNOLOGIES, INC.
By:
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Name:
Title:
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OPTIONEE
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