Exhibit 10.4.1
APPENDIX "A"
AMENDMENT TO THE BIO-RAD LABORATORIES, INC.
1994 STOCK OPTION PLAN
This Amendment to the Bio-Rad Laboratories, Inc. 1994 Stock
Option Plan (the "Amendment") is adopted by Bio-Rad Laboratories,
Inc., a Delaware corporation (the"Company"), effective as of
April 28, 1998.
RECITALS:
A. The Company's 1994 Stock Option Plan (the "Stock Option
Plan") was adopted by the Board of Directors (the
"Board") on February 2, 1994, and approved by the
stockholders of the Company on April 26, 1994.
B. The Stock Option Plan currently states that shares of
the Company's Class A common stock or Class B common
stock (the "Common Stock") subject to the Stock Option
Plan shall not exceed 675,000. This amendment
increases the aggregate number of shares of Common
Stock subject to the Stock Option Plan from 675,000 to
1,175,000.
C. The Stock Option Plan currently states that no officer
or director of the Company shall be granted options to
purchase more than 337,500 shares of Common Stock.
To keep this limitation proportionate to the amended
number of shares subject to the Stock Option Plan, this
amendment increases the individual limitation on
options to 587,500 shares of Common Stock in the aggregate.
D. Section 9 of the Stock Option Plan provides that the
Board may amend the Stock Option Plan, subject in
certain instances to receipt of approval of the
stockholders of the Company.
E. Effective March 11, 1998, the Board unanimously
recommended and the Board unanimously adopted this
Amendment in the form given below (the "Amendment").
F. The Amendment was approved by the stockholders of the
Company at its Annual Meeting of Stockholders held on
April 28, 1998.
AMENDMENT
1. Section 4 of the Stock Option Plan is hereby amended
to read in its entirety as follows:
4 Shares Subject to Plan
Options may be granted by the Company from time to time
to Key Employees to purchase an aggregate of up to
1,175,000 shares of Stock, which shares may be shares
of either Class A or Class B Common Stock, and that
number of shares of each such Class shall be reserved
for options granted under the Plan (subject to
adjustment as provided in paragraph 7(g)); provided,
that no officer or director of the Company shall be
granted options to purchase an aggregate of more than
587,500 shares of Stock. If any option granted under
the Plan terminates, expires or, with the consent of
the optionee, is canceled, new options may thereafter
be granted covering such shares.
The undersigned, Sanford S. Wadler, Secretary of the
Company, hereby certifies that the Board and the
stockholders of the Company adopted the foregoing
Amendment as stated above.
Executed at Hercules, California this 28th day of April,
1998.
/s/ Sanford S.Wadler
Sanford S. Wadler, Secretary
Exhibit 10.4.2
SECOND AMENDMENT TO THE BIO-RAD LABORATORIES, INC.
1994 STOCK OPTION PLAN
This Second Amendment to the Bio-Rad Laboratories, Inc. 1994
Stock Option Plan ("Second Amendment") is adopted by Bio-Rad
Laboratories, Inc. a Delaware corporation ("Company"), effective
as of December 6, 1999.
1. The third sentence of Section 5 of the Plan shall be
amended to read as follows:
"Options shall be granted pursuant to Section 6 of the Plan
by a Committee that consists solely of two or more directors
who are not employees of the Company, appointed by and
holding office at the pleasure of the Board, each of whom is
a 'non-employee director' as defined by Rule 16b-3 under the
Exchange Act."
2. The second sentence of Section 6 of the Plan shall be
amended to read as follows:
"If, by their terms, such Incentive Stock Options taken
together otherwise would vest at a faster rate, and unless
otherwise provided by the Board, the vesting limitation
described above shall be applied by taking Incentive Stock
Options into account in the order in which they were granted
in accordance with the ordering rule of Section 422(d)(2) of
the Code, such that the earlier granted Incentive Stock
Options (and portions thereof) shall vest before any later
granted Incentive Stock Options, up to the maximum dollar
limit described above."
3. The following sentence shall be added as the last sentence
of subparagraph 7(j) of the Plan:
"Notwithstanding any other provision of this Plan, the
number of shares of Stock which may be withheld from the
number of shares otherwise issuable upon the exercise of a
Nonqualified Stock Option under the Plan in order to satisfy
the holder's federal and state income and payroll tax
liabilities with respect to the exercise of such
Nonqualified Stock Option shall be limited to the number of
shares which have a fair market value, as determined by the
Committee, equal to the aggregate amount of such liabilities
based on the minimum statutory withholding rates for federal
and state tax income and payroll tax purposes that are
applicable to such supplemental taxable income."
4. The heading of subparagraph 7(c) of the Plan shall be
amended to read as follows:
"Exercise in the Event of Death, Termination of Employment
or Retirement."
IN WITNESS WHEREOF, the Company has caused this Second
Amendment to be executed this 6th day of December, 1999.
BIO-RAD LABORATORIES, INC.
By:/s/ Sanford S. Wadler
_______________________________
Sanford S. Wadler
Vice President and
General Counsel
Exhibit 10.4.3
Exhibit A
THIRD AMENDMENT TO THE BIO-RAD LABORATORIES, INC.
1994 STOCK OPTION PLAN
This Third Amendment ("Third Amendment") to the
Bio-Rad Laboratories, Inc. 1994 Stock Option Plan ("the
Plan") is adopted by Bio-Rad Laboratories, Inc. a Delaware
corporation ("Company"), effective as of September 19, 2000.
1. Section 2 of Annex A of the Plan and Section
2 of Annex B of the Plan shall be amended to read as
follows:
"Expiration Date. Unless otherwise earlier terminated as
provided herein, except for any option granted in 1999,
the Option shall expire ten years after the date hereof."
2. Effective January 1, 2001, Section 3(a) of
Annex A of the Plan shall be amended to read as
follows:
"(a) Subject to the limitations provided in paragraph
6(c)(ii) of the Plan, the Option shall become exercisable
in five equal annual cumulative installments such that
the Option shall become exercisable with respect to
twenty percent (20%) of the Shares (of each class, if
Shares of both classes may be purchased hereunder) on and
after each of the first, second, third, fourth and fifth
anniversary dates of this Agreement. Each such
installment which becomes exercisable shall remain
exercisable until the Option expires as provided in this
Agreement."
3. Effective January 1, 2001, Section 3(a) of
Annex B of the Plan shall be amended to read as
follows:
"(a) The Option shall become exercisable in five
equal annual cumulative installments such that the Option
shall become exercisable with respect to twenty percent
(20%) of the Shares (of each class, if Shares of both
classes may be purchased hereunder) on and after each of
the first, second, third, fourth and fifth anniversary
dates of this Agreement. Each such installment which
becomes exercisable shall remain exercisable until the
Option expires as provided in this Agreement."
4. Section 7(c)(2) of the Plan, Section 6(b) of
Annex A of the Plan and Section 6(b) of Annex B of the
Plan shall be amended to read as follows:
"If an optionee's employment terminates for any reason
other than death or retirement, all right to exercise his
or her option shall terminate at the date of such
termination of employment. If an optionee's employment
terminates by reason of the optionee's retirement, all
right to exercise his or her option shall terminate on
the date of such termination of employment unless the
Committee (in its sole discretion) extends the right to
exercise his or her option by no more than four (4) years
from the date of termination, or such lesser period
specified in the option agreement; provided however, in
no event shall an option be exercisable after the
expiration date of the option."
IN WITNESS WHEREOF, the Company has caused this Third
Amendment to be executed this 19 day of September, 2000.
BIO-RAD LABORATORIES, INC.
By:/s/ Sanford S. Wadler