EXHIBIT 10.1
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IDEXX LABORATORIES, INC.
2000 DIRECTOR OPTION PLAN
1. PURPOSE
The purpose of this 2000 Director Option Plan (the "Plan") of IDEXX
Laboratories, Inc. (the "Company") is to encourage ownership in the Company by
outside directors of the Company whose continued services are considered
essential to the Company's future progress and to provide them with a further
incentive to remain as directors of the Company.
2. ADMINISTRATION
The Board of Directors shall supervise and administer the Plan. Grants
of stock options under the Plan and the amount and nature of the awards to be
granted shall be automatic in accordance with Section 5. However, all questions
of interpretation of the Plan or of any options issued under it shall be
determined by the Board of Directors and such determination shall be final and
binding upon all persons having an interest in the Plan.
3. PARTICIPATION IN THE PLAN
Directors of the Company who are not employees of the Company or any
subsidiary of the Company shall be eligible to participate in the Plan.
4. STOCK SUBJECT TO THE PLAN
(a) The maximum number of shares which may be issued under the Plan
shall be 200,000 shares of the Company's Common Stock, par value $.10 per share
("Common Stock"), subject to adjustment as provided in Section 8 of the Plan.
(b) If any outstanding option under the Plan for any reason expires or
is terminated without having been exercised in full, the shares allocable to the
unexercised portion of such option shall again become available for grant
pursuant to the Plan.
(c) All options granted under the Plan shall be non-statutory options
not entitled to special tax treatment under Section 422 of the Internal Revenue
Code of 1986, as amended to date and as it may be amended from time to time (the
"Code").
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5. TERMS, CONDITIONS AND FORM OF OPTIONS
Each option granted under the Plan shall be evidenced by a written
agreement in such form as the Board of Directors shall from time to time
approve, which agreements shall comply with and be subject to the following
terms and conditions:
(a) OPTION GRANT DATES AND SHARES SUBJECT TO OPTION. Upon the date of
the annual meeting of the stockholders of the Company at which the Plan is
approved and adopted and at each subsequent annual meeting thereafter, the
Company shall grant to each eligible director continuing in office after, or
elected at, such meeting an option exercisable for 6,500 shares of Common Stock.
In addition, in the case of any eligible director who is elected other than at
an annual meeting, the Company shall grant to such director upon his election an
option exercisable for a number of shares (up to 6,500) which shall be pro rated
based on the anticipated period of service of such director prior to the next
annual meeting.
(b) OPTION EXERCISE PRICE. The option exercise price per share for each
option granted under the Plan shall equal (i) the closing price per share of the
Company's Common Stock on the Nasdaq National Market (or, if the Company is
traded on a nationally recognized securities exchange on the date of grant, the
reported closing sales price per share of the Company's Common Stock by such
exchange) on the date of grant (or if no such price is reported on such date
such price as reported on the nearest preceding day) or (ii) if the Common Stock
is not traded on Nasdaq or any exchange, the fair market value per share on the
date of grant as determined by the Board of Directors.
(c) LIMITED TRANSFERABILITY. Each option granted under the Plan by its
terms shall not be transferable by the optionee otherwise than (i) by will, or
by the laws of descent and distribution, or (ii) with the approval of the Board
of Directors, by gift to (A) one or more members of the optionee's family or
trusts for their benefit, or (B) to one or more charitable organizations.
Except as the Board of Directors may otherwise determine, no option or interest
therein may be transferred, assigned, pledged or hypothecated by the optionee
during his lifetime, whether by operation of law or otherwise, or be made
subject to execution, attachment or similar process.
(d) EXERCISE PERIOD. Each option may be exercised on or after the first
anniversary of the date of grant of such option or, if earlier, on the date of
the next annual meeting, provided that, subject to the provisions of Section
5(e), no option may be exercised more than 90 days after the optionee ceases to
serve as a director of the Company and, in such case, such option may only be
exercised to the extent it was exercisable at the time of such cessation of
service. No option shall be exercisable after the expiration of ten years from
the date of grant.
(e) EXERCISE PERIOD UPON DISABILITY OR DEATH. Notwithstanding the
provisions of Section 5(d), any option granted under the Plan may be exercised,
to the extent then exercisable, by an optionee (or permitted transferee of an
optionee) if such optionee becomes disabled (within the meaning of Section
22(e)(3) of the Code or any successor provision thereto) while acting as a
director of the Company, or may be exercised, to the extent then exercisable,
upon the death of such optionee while a director of the Company by the person to
whom it is transferred by will, by the laws of descent and distribution, by gift
pursuant to Section 5(c), or by written notice filed pursuant to Section 5(g),
in each case within the period of one year after the date the optionee ceases to
be a director by reason of such disability or death; provided that, no option
shall be exercisable after the expiration of ten years from the date of grant.
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(f) EXERCISE PROCEDURE. Options may be exercised only by written notice
to the Company at its principal office accompanied by (i) payment in cash or by
certified or by bank check of the full consideration for the shares as to which
they are exercised, (ii) delivery of outstanding shares of the Company's Common
Stock (which have been outstanding for at least six months) having a fair market
value on the last business day preceding the date of exercise equal to the
option exercise price, or (iii) an irrevocable undertaking by a creditworthy
broker (who is a member of the New York Stock Exchange) to deliver promptly to
the Company sufficient funds to pay the exercise price or delivery of
irrevocable instructions to a broker (who is a member of the New York Stock
Exchange) to deliver promptly to the Company cash or a check sufficient to pay
the exercise price.
(g) EXERCISE BY REPRESENTATIVE FOLLOWING DEATH OF DIRECTOR. A director, by
written notice to the Company, may designate one or more persons (and from time
to time change such designation) including his legal representative, who, by
reason of the director's death, shall acquire the right to exercise all or a
portion of the option. If the person or persons so designated wish to exercise
any portion of the option, they must do so within the term of the option as
provided herein. Any exercise by a representative shall be subject to the
provisions of the Plan.
6. TIME FOR GRANTING OPTIONS
All options for shares subject to the Plan shall be granted, if at all,
not later than the fifth annual meeting of stockholders after the approval of
the Plan by the Company's stockholders. Options outstanding on such date shall
continue to have force and effect in accordance with the provisions of the
instruments evidencing such options.
7. LIMITATION OF RIGHTS
(a) NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan, nor the
granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain a director for any period of time.
(b) NO STOCKHOLDERS' RIGHTS FOR OPTIONS. An optionee shall have no
rights as a stockholder with respect to the shares covered by his options until
the date of the issuance to him of a stock certificate therefor, and no
adjustment will be made for dividends or other rights (except as provided in
Section 8) for which the record date is prior to the date such certificate is
issued.
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(c) COMPLIANCE WITH SECURITIES LAWS. Each option shall be subject to
the requirement that if, at any time, counsel to the Company shall determine
that the listing, registration or qualification of the shares subject to such
option upon Nasdaq or any securities exchange or under any state or federal law,
or the consent or approval of any governmental or regulatory body, or the
disclosure of non-public information or the satisfaction of any other condition
is necessary as a condition of, or in connection with, the issuance or purchase
of shares thereunder, such option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval, or
satisfaction of such condition shall have been effected or obtained on
conditions acceptable to the Board of Directors. Nothing herein shall be deemed
to require the Company to apply for or to obtain such listing, registration or
qualification, or to satisfy such condition.
8. CHANGES IN COMMON STOCK.
(a) If the outstanding shares of Common Stock are increased, decreased
or exchanged for a different number or kind of shares or other securities, or if
additional shares or new or different shares or other securities are distributed
with respect to such shares of Common Stock or other securities, through merger,
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other distribution with respect to such shares of Common
Stock, or other securities, an appropriate and proportionate adjustment will be
made in (i) the maximum number and kind of shares reserved for issuance under
the Plan, (ii) the number and kind of shares or other securities subject to then
outstanding options under the Plan and (iii) the price for each share subject to
any then outstanding options under the Plan, without changing the aggregate
purchase price as to which such options remain exercisable. No fractional
shares will be issued under the Plan on account of any such adjustments.
(b) In the event that the Company is merged or consolidated into or with
another corporation (in which consolidation or merger the stockholders of the
Company receive distribution of cash or securities of another issuer as a result
thereof), or in the event that all or substantially all of the assets of the
Company are acquired by any other person or entity, or in the event of a
reorganization or liquidation of the Company, the Board of Directors of the
Company or the board of directors of any corporation assuming the obligations of
the Company, shall, as to outstanding options, either (i) provide that such
options shall be assumed, or equivalent options shall be substituted, by the
acquiring or successor corporation (or an affiliate thereof), or (ii) upon
written notice to the optionees, provide that all unexercised options will
terminate immediately prior to the consummation of such merger, consolidation,
acquisition, reorganization or liquidation unless exercised by the optionee
within a specified number of days following the date of such notice.
9. AMENDMENT OF THE PLAN AND OPTIONS
The Board of Directors may suspend or discontinue the Plan or review or
amend it in any respect whatsoever; provided, however, that without approval of
the stockholders of the Company, the Board may not (i) amend the Plan to change
the number of shares subject to the Plan (except as provided in Section 8), (ii)
change the designation of the class of directors eligible to receive options,
(iii) increase the number of shares covered by option grants or otherwise
materially increase the benefits accruing to participants under the Plan or (iv)
amend the terms of any outstanding options to reduce the exercise price (except
as provided in Section 8).
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10. NOTICE
Any written notice to the Company required by any of the provisions of
the Plan shall be addressed to the Treasurer of the Company and shall become
effective when it is received.
11. GOVERNING LAW
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Delaware.
Approved by the Board of Directors February 16, 2000.
Approved by the Shareholders on May 17, 2000.