0001193125-04-215599 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • December 17th, 2004 • Cooper Companies Inc • Ophthalmic goods • California

THIS CERTIFIES that on November 1, [year of grant] [Non-Employee Director] (the “Holder”), was granted an option (the “Option”) to purchase at the price of $[fair market value calculated as the average of the high and low prices on the date of grant] per share (the “Option Price”) all or any part of [Seventeen Thousand Five Hundred (17,500)][Eighteen Thousand Nine Hundred (18,900)] fully paid and non-assessable shares (the “Shares”) of the common stock, par value $.10 per share, of The Cooper Companies, Inc. (the “Company”), upon and subject to the following terms and conditions:

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RESTRICTED STOCK AGREEMENT OF THE COOPER COMPANIES, INC. ISSUED PURSUANT TO THE COOPER COMPANIES, INC.
Restricted Stock Agreement • December 17th, 2004 • Cooper Companies Inc • Ophthalmic goods • California

Unless otherwise indicated herein to the contrary, capitalized terms used in this Agreement shall have the same meanings as set forth in The Cooper Companies, Inc. 1996 Long Term Incentive Plan for Non-Employee Directors (the “Plan”).

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • December 17th, 2004 • Cooper Companies Inc • Ophthalmic goods

THIS CERTIFIES that on [date of grant] [Name] (the “Holder”) was granted an option (the “Option”) to purchase at the price of $[closing price on the date of grant] per share (the “Option Price”) all or any part of [number of shares] ([# of shares]) fully paid and non-assessable shares (the “Shares”) of the common stock, par value $.10 per share, of The Cooper Companies, Inc. (the “Company”), upon and subject to the following terms and conditions:

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