SERACARE LIFE SCIENCES, INC.
2001 STOCK INCENTIVE PLAN
1. THE PLAN
1.1 Purpose
The purpose of this Plan is to promote the success of the
Company by providing an additional means through the grant of Awards to attract,
motivate, retain and reward eligible persons with awards and incentives for high
levels of individual performance and improved financial performance of the
Company. "Corporation" means SeraCare Life Sciences, Inc. and "Company" means
the Corporation and its Subsidiaries, collectively. These terms and other
capitalized terms are defined in Article 6.
1.2 Administration and Authorization; Power and Procedure.
(a) Committee. This Plan shall be administered by and all
Awards to Eligible Persons shall be authorized by the Committee. Action of
the Committee with respect to the administration of this Plan shall be taken
pursuant to a majority vote or by written consent of its members.
(b) Plan Awards; Interpretation; Powers of Committee. Subject to
the express provisions of this Plan, the Committee shall have the authority:
(i) to determine eligibility and, from among those persons
determined to be eligible, the particular Eligible Persons who will
receive Awards;
(ii) to grant Awards to Eligible Persons, determine the price at
which securities will be offered or awarded and the amount of
securities to be offered or awarded to any of such persons, and
determine the other specific terms and conditions of such Awards
consistent with the express limits of this Plan, and establish the
installments (if any) in which such Awards shall become exercisable or
shall vest, or determine that no delayed exercisability or vesting is
required, and establish the events of termination or reversion of such
Awards;
(iii) to approve the forms of Award Agreements (which need not be
identical either as to type of award or among Participants);
(iv) to construe and interpret this Plan and any agreements
defining the rights and obligations of the Company and Participants
under this Plan, further define the terms used in this Plan, and
prescribe, amend and rescind rules and regulations relating to the
administration of this Plan;
(v) to cancel, modify, or waive the Corporation's rights with
respect to, or modify, discontinue, suspend, or terminate any or all
outstanding Awards held by Eligible Employees, subject to any required
consent under Section 5.6;
(vi) to accelerate or extend the exercisability or extend the
term of any or all such outstanding Awards within the maximum ten-year
term of Awards under Section 1.6; and
(vii) to make all other determinations and take such other action
as contemplated by this Plan or as may be necessary or advisable for
the administration of this Plan and the effectuation of its purposes.
The provisions of Section 4 relating to Non-Employee Director Options shall be
automatic and, to the maximum extent possible, self-effectuating. Although the
discretion of the Committee extends to such Options, Board approval or
ratification shall be required for any material amendment to any such Option.
(c) Binding Determinations/Liability Limitation. Any action taken by,
or inaction of, the Corporation, any Subsidiary, the Board or the Committee
relating or pursuant to this Plan and within its authority hereunder or under
applicable law shall be within the absolute discretion of that entity or body
and shall be conclusive and binding upon all persons. Neither the Board nor any
Committee, nor any member thereof or person acting at the direction thereof
shall be liable for any act, omission, interpretation, construction or
determination made in good faith in connection with this Plan (or any Award made
under this Plan), and all such persons shall be entitled to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense
(including, without limitation, attorneys' fees) arising or resulting therefrom
to the fullest extent permitted by law and/or under any directors and officers
liability insurance coverage that may be in effect from time to time.
(d) Reliance on Experts. In making any determination or in taking or
not taking any action under this Plan, the Committee or the Board, as the case
may be, may obtain and may rely upon the advice of experts, including
professional advisors to the Corporation. No director, officer or agent of the
Company shall be liable for any such action or determination taken or made or
omitted in good faith.
(e) Delegation. The Committee may delegate ministerial,
non-discretionary functions to individuals who are officers or employees of the
Company.
1.3 Participation
Awards may be granted by the Committee only to those persons
that the Committee determines to be Eligible Persons. An Eligible Person who has
been granted an Award may, if otherwise eligible, be granted additional Awards
if the Committee shall so determine.
1.4 Shares Available for Awards; Share Limits.
(a) Shares Available. Subject to the provisions of Section 5.2, the
capital stock that may be delivered under this Plan shall be shares of the
Corporation's authorized but unissued Common Stock and any shares of its Common
Stock held as treasury shares. The shares may be delivered for any lawful
consideration.
(b) Share Limits. The maximum number of shares of Common Stock that
may be delivered pursuant to Awards granted to Eligible Persons under this Plan
shall not exceed 1,000,000 shares (the "Share Limit"). The maximum number of
shares of Common Stock that may be delivered pursuant to options qualified as
Incentive Stock Options granted under this Plan is 500,000 shares. The maximum
number of shares subject to those options and stock appreciation rights that are
granted during any calendar year to any individual shall be limited to 150,000
and the maximum individual limit on the number of shares in the aggregate
subject to all Awards that during any calendar year are granted under this Plan
to any individual shall be 150,000. Each of the foregoing numerical limits shall
be subject to adjustment as contemplated by this Section 1.4 and Section 5.2.
(c) Share Reservation; Replenishment and Reissue of Unvested Awards.
No Award may be granted under this Plan unless, on the date of grant, the sum of
(i) the maximum number of shares issuable at any time pursuant to such Award,
plus (ii) the number of shares that have previously been issued pursuant to
Awards granted under this Plan, other than reacquired shares available for
reissue consistent with any applicable legal limitations, plus (iii) the maximum
number of shares that may be issued at any time after such date of grant
pursuant to Awards that are outstanding on such date, does not exceed the Share
Limit. Shares that are subject to or underlie Awards which expire or for any
reason are cancelled or terminated, are forfeited, fail to vest, or for any
other reason are not paid or delivered under this Plan, as well as reacquired
shares, shall again, except to the extent prohibited by law, be available for
subsequent Awards under the Plan. Except as limited by law, if an Award is or
may be settled only in cash, such Award need not be counted against any of the
limits under this Section 1.4.
1.5 Grant of Awards.
Subject to the express provisions of this Plan, the Committee shall
determine the number of shares of Common Stock subject to each Award, the price
(if any) to be paid for the shares or the Award and, in the case of performance
share awards, in addition to matters addressed in Section 1.2(b), the specific
objectives, goals and performance criteria (such as an increase in sales, market
value, earnings or book value over a base period, the years of service before
vesting, the relevant job classification or level of responsibility or other
factors) that further define the terms of the performance share award. Each
Award shall be evidenced by an Award Agreement signed by the Corporation and,
if required by the Committee, by the Participant. The Award Agreement shall set
forth the material terms and conditions of the Award established by the
Committee consistent with the specific provisions of this Plan.
1.6 Award Period.
Each Award and all executory rights or obligations under the related
Award Agreement shall expire on such date (if any) as shall be determined by the
Committee, but not later than ten (10) years after the Award Date.
1.7 Limitations on Exercise and Vesting of Awards.
(a) Provisions for Exercise. Unless the Committee otherwise expressly
provides, no Award shall be exercisable or shall vest until at least six months
after the initial Award Date, and once exercisable an Award shall remain
exercisable until the expiration or earlier termination of the Award.
(b) Procedure. Any exercisable Award shall be deemed to be exercised
when the Secretary of the Corporation receives written notice of such exercise
from the Participant, together with any required payment made in accordance with
Section 2.2.
(c) Fractional Shares/Minimum Issue. Fractional share interests shall
be disregarded, but may be accumulated. The Committee, however, may determine in
the case of Eligible Persons that cash, other securities, or other property will
be paid or transferred in lieu of any fractional share interests. No fewer than
100 shares may be purchased on exercise of any Award at one time unless the
number purchased is the total number at the time available for purchase under
the Award.
1.8 No Transferability; Limited Exception to Transfer Restrictions.
(a) Limit On Exercise and Transfer. Unless otherwise expressly
provided in (or pursuant to) this Section 1.8, by applicable law and by the
Award Agreement, as the same may be amended, (i) all Awards are non-transferable
and shall not be subject in any manner to sale, transfer, anticipation,
assignment, pledge, encumbrance or charge, (ii) Awards shall be exercised only
by the Participant, and (iii) amounts payable or shares issuable pursuant to an
Award shall be delivered only to (or for the account of) the Participant.
(b) Exceptions. The Committee may permit Awards to be exercised by
and paid only to certain persons or entities related to the Participant,
including but not limited to members of the Participant's immediate family,
charitable institutions, or trusts or other entities whose beneficiaries or
beneficial owners are members of the Participant's immediate family and/or
charitable institutions, or to such other related persons or entities as may be
approved by the Committee, pursuant to such conditions and procedures as the
Committee may establish. Any permitted transfer shall be subject to the
condition that the Committee receive evidence satisfactory to it that the
transfer is being made for essentially estate and/or tax planning purposes on
a gratuitous or donative basis and without consideration (other than nominal
consideration or in exchange for an interest in a qualified transferee).
(c) Further Exceptions to Limits On Transfer. The exercise and
transfer restrictions in Section 1.8(a) shall not apply to:
(i) transfers to the Corporation,
(ii) the designation of a beneficiary to receive benefits in
the event of the Participant's death or, if the Participant has
died, transfers to or exercise by the Participant's beneficiary, or,
in the absence of a validly designated beneficiary, transfers by will
or the laws of descent and distribution,
(iii) transfers pursuant to a QDRO order if approved or ratified
by the Committee,
(iv) if the Participant has suffered a disability,
permitted transfers or exercises on behalf of the Participant by
his or her legal representative, or
(v) the authorization by the Committee of "cashless exercise"
procedures with third parties who provide financing for the purpose of
(or who otherwise facilitate) the exercise of Awards consistent with
applicable laws and the express authorization of the Committee.
Notwithstanding the foregoing or anything in Section 1.8(b) to the contrary,
ISOs and Restricted Stock Awards shall be subject to any and all additional
transfer restrictions under the Code.
2. OPTIONS.
2.1 Grants.
One or more Options may be granted under this Article to any
Eligible Person. Each Option granted shall be designated in the applicable Award
Agreement, by the Committee as either an Incentive Stock Option, subject to
Section 2.3, or a Nonqualified Stock Option.
2.2 Option Price; Vesting.
(a) Pricing Limits. The purchase price per share of the Common Stock
covered by each Option shall be determined by the Committee at the time of the
Award, but in no case shall it be less than 100% (110% in the case of an
Incentive Stock Option granted to a Participant described in Section 2.4) of the
Fair Market Value of the Common Stock on the date of grant.
(b) Payment Provisions. The purchase price of any shares purchased on
exercise of an Option granted under this Article shall be paid in full at the
time of each purchase in one or a combination of the following methods: (i) in
cash or by electronic funds transfer; (ii) by check payable to the order of the
Corporation; (iii) if authorized by the Committee, by a cashless exercise
pursuant to such rules as the Committee may adopt; (iv) by notice and third
party payment in such manner as may be authorized by the Committee; or (v) by
the delivery of shares of Common Stock of the Corporation already owned by the
Participant, provided, however, that the Committee may in its absolute
discretion limit the Participant's ability to exercise an Award by a cashless
exercise or by delivering such shares, and provided further that any shares
delivered which were initially acquired upon exercise of a stock option must
have been owned by the Participant at least six months as of the date of
delivery. Shares of Common Stock used to satisfy the exercise price of an Option
shall be valued at their Fair Market Value on the date of exercise.
(c) Vesting. Unless otherwise provided by the Committee in the
applicable Award Agreement, each Option shall vest as to one-third of the number
of shares subject thereto on each of the first, second, and third anniversaries
of the Award Date of the Option, subject to earlier termination pursuant to
Section 2.6 and Section 5.2.
2.3 Limitations on Grant and Terms of Incentive Stock Options.
(a) $100,000 Limit. To the extent that the aggregate "Fair Market
Value" of stock with respect to which incentive stock options first become
exercisable by a Participant in any calendar year exceeds $100,000, taking into
account both Common Stock subject to Incentive Stock Options under this Plan and
stock subject to incentive stock options under all other plans of the Company or
any parent corporation, such options shall be treated as Nonqualified Stock
Options. For this purpose, the "Fair Market Value" of the stock subject to
options shall be determined as of the date the options were awarded. In reducing
the number of options treated as incentive stock options to meet the $100,000
limit, the most recently granted options shall be reduced first. To the extent a
reduction of simultaneously granted options is necessary to meet the $100,000
limit, the Committee may, in the manner and to the extent permitted by law,
designate which shares of Common Stock are to be treated as shares acquired
pursuant to the exercise of an Incentive Stock Option.
(b) Option Period. Each Option and all rights thereunder shall expire
no later than 10 years after the Award Date.
(c) Other Code Limits. Incentive Stock Options may only be granted to
Eligible Employees of the Corporation or a Subsidiary that satisfies the other
eligibility requirements of the Code. There shall be imposed in any Award
Agreement relating to Incentive Stock Options such other terms and conditions as
from time to time are required in order that the Option be an "incentive stock
option" as that term is defined in Section 422 of the Code.
2.4 Limits on 10% Holders.
No Incentive Stock Option may be granted to any person who, at the
time the Option is granted, owns (or is deemed to own under Section 424(d) of
the Code) shares of outstanding Common Stock possessing more than 10% of the
total combined voting power of all classes of stock of the Corporation, unless
the exercise price of such Option is at least 110% of the Fair Market Value of
the stock subject to the Option and such Option by its terms is not exercisable
after the expiration of five years from the date such Option is granted.
2.5 Waiver of Restrictions.
Subject to Section 1.4 and Section 5.6 and the specific limitations
on Awards contained in this Plan, the Committee from time to time may authorize,
generally or in specific cases only, for the benefit of any Eligible Person any
adjustment in the vesting schedule, the restrictions upon or (subject to
Section 2.3(b)) the term of, an Award granted under this Article by cancellation
of an outstanding Award and a subsequent regranting of an Award, by amendment,
by substitution of an outstanding Award, by waiver or by other legally valid
means.
2.6 Effects of Termination of Employment or Service.
(a) Options - Resignation or Dismissal. If the Participant's
employment by (or other service specified in the Award Agreement to) the Company
terminates for any reason (the date of such termination being referred to as the
"Severance Date") other than Retirement, Total Disability or death, or for Cause
(as determined in the discretion of the Committee), the Participant shall have,
unless otherwise provided in the Award Agreement, three months after the
Severance Date to exercise any Option to the extent it shall have become
exercisable on the Severance Date. In the case of a termination for Cause, the
Option shall terminate on the Severance Date. In other cases, the Option, to the
extent not exercisable on the Severance Date, shall terminate
(b) Options - Death or Disability. If the Participant's employment by
(or specified service to) the Company terminates as a result of Total Disability
or death, the Participant, Participant's Personal Representative or his or her
Beneficiary, as the case may be, shall have, unless otherwise provided in the
Award Agreement, until 12 months after the Severance Date to exercise any Option
to the extent it shall have become exercisable by the Severance Date. Any Option
to the extent not exercisable on the Severance Date shall terminate.
(c) Options - Retirement. If the Participant's employment by (or
specified service to) the Company terminates as a result of Retirement, the
Participant, Participant's Personal Representative or his or her Beneficiary,
as the case may be, shall have, unless otherwise provided in the Award
Agreement, until 12 months after the Severance Date to exercise any Nonqualified
Stock Option (three months after the Severance Date in the case of an Incentive
Stock Option) to the extent it shall have become exercisable by the Severance
Date. The Option, to the extent not exercisable on the Severance Date, shall
terminate.
(d) Committee Discretion. Notwithstanding the foregoing provisions of
this Section 2.6, in the event of, or in anticipation of, a termination of
employment or service with the Company for any reason, other than discharge for
Cause, the Committee may, in its discretion, increase the portion of the
Participant's Award available to the Participant, or Participant's Beneficiary
or Personal Representative, as the case may be, or, subject to the provisions of
Section 1.6, extend the exercisability period, upon such terms as the Committee
shall determine and expressly set forth in or by amendment to the Award
Agreement.
2.7 Options and Rights in Substitution for Stock Options Granted by Other
Corporations. Options and Stock Appreciation Rights may be granted to Eligible
Persons under this Plan in substitution for employee stock options granted by
other entities to persons who are or who will become Eligible Persons in respect
of the Company, in connection with a distribution, merger or reorganization by
or with the granting entity or an affiliated entity, or the acquisition by the
Company, directly or indirectly, of all or a substantial part of the stock or
assets of the other entity.
3. RESTRICTED STOCK AND STOCK UNIT AWARDS.
Subject to any applicable limitations under California law and to such
rules and procedures as the Committee may establish from time to time:
3.1 Grants.
(a) Restricted Stock. The Committee may, in its discretion, grant one
or more Restricted Stock Awards to any Eligible Person. Each Restricted Stock
Award Agreement shall specify the number of shares of Common Stock to be issued
to the Participant, the date of such issuance, the consideration for such shares
(but not less than the minimum lawful consideration under applicable state law)
by the Participant, the extent (if any) to which and the time (if ever) at which
the Participant shall be entitled to dividends, voting and other rights in
respect of the shares prior to vesting, and the restrictions (which may be based
on performance criteria, passage of time or other factors or any combination
thereof) imposed on such shares and the conditions of release or lapse of such
restrictions. Such restrictions shall not lapse earlier than six months after
the Award Date, except to the extent the Committee may otherwise provide, such
as in the case of Awards principally for services already rendered. Stock
certificates or book entries evidencing shares of Restricted Stock pending the
lapse of the restrictions ("Restricted Shares") shall bear a legend or notation
making appropriate reference to the restrictions imposed hereunder and (if in
certificate form) shall be held by the Corporation or by a third party
designated by the Committee until the restrictions on such shares shall have
lapsed and the shares shall have vested in accordance with the provisions of the
Award and Section 1.7. Upon issuance of the Restricted Stock Award, the
Participant may be required to provide such further assurance and documents as
the Committee may require to enforce the restrictions.
(b) Stock Units. The Committee may, in its discretion, authorize and
grant to any Eligible Person a Stock Unit Award or the crediting of Stock Units
for services rendered or to be rendered or in lieu of other compensation,
consistent with other applicable terms of this Plan, may permit an Eligible
Person to irrevocably elect to defer by means of Stock Units or receive in Stock
Units all or a portion of any Award hereunder, or may grant Stock Units in lieu
of, in exchange for, in respect of, or in addition to any other Compensation or
Award under this Plan. The specific terms, conditions, and provisions relating
to each Stock Unit grant or election, including the applicable vesting and
payout provisions of the Stock Units and the form of payment to be made at or
following the vesting thereof, shall be set forth in or pursuant to the
applicable agreement or Award and any relevant Company deferred compensation
plan, in form substantially as approved by the Committee.
(c) Payouts. The Committee in the applicable Award Agreement or the
relevant Company deferred compensation plan may permit the Participant to elect
the form and time of payout of vested Stock Units on such conditions or subject
to such procedures as the Committee may impose, and may permit Restricted Stock
or Stock Unit offsets or other provision for payment of any applicable taxes
that may be due on the crediting, vesting or payment in respect of the Stock
Units.
3.2 Restrictions.
(a) Pre-Vesting Restraints. Except as provided in Section 3.1 and 1.8,
Restricted Shares comprising any Restricted Stock Award and rights in respect of
Stock Unit Awards may not be sold, assigned, transferred, pledged or otherwise
disposed of or encumbered, either voluntarily or involuntarily, until the
restrictions on Restricted Shares have lapsed and the shares issuable pursuant
to the Stock Unit Award have been issued.
(b) Dividend and Voting Rights. Unless otherwise provided in the
applicable Award Agreement, a Participant receiving a Restricted Stock Award
shall be entitled to vote such shares but shall not be entitled to dividends on
any of the shares until the shares have vested. Such dividends shall be retained
in a restricted account until the shares have vested and shall revert to the
Corporation if they fail to vest.
(c) Cash Payments. If the Participant shall have paid or received cash
(including any payments in respect of dividends) in connection with the
Restricted Stock Award or Stock Unit Award, the Award Agreement shall specify
the extent (if any) to which such amounts shall be returned (with or without an
earnings factor) as to any Restricted Shares or Stock Unit Awards which cease to
be eligible for vesting.
3.3 Return to the Corporation.
Unless the Committee otherwise expressly provides, Restricted Shares
or Stock Units that remain subject to conditions to vesting upon restrictions at
the time of termination of employment or service or are subject to other
conditions to vesting that have not been satisfied by the time specified in the
applicable Award Agreement shall not vest and shall be returned to the
Corporation or cancelled, as the case may be, unless the Committee otherwise
provides in the applicable terms of the Award.
4. NON-EMPLOYEE DIRECTOR OPTIONS
4.1 Participation.
Options under this Article 4 shall be made only to Non-Employee
Directors and shall be evidenced by Award Agreements substantially in the form
of Exhibit A hereto.
4.2 Annual Option Grants.
Notwithstanding any other provision of this Section 4.2 to the
contrary, no new Option shall, unless otherwise expressly provided by the Board,
be granted under this Section 4.2 on or after September 30, 2002. The other
provisions of this Section 4.2 shall, however, remain in effect as to Options
granted under this Section 4.2 prior to such date.
(a) Annual Awards. Immediately following the annual shareholders
meeting in each year during the term of the Plan there shall be granted
automatically (without any action by the Committee or the Board) a Nonqualified
Stock Option (the Award Date of which shall be such date) to each Non-Employee
Director then continuing in office to purchase 5,000 shares of Common Stock.
(b) Maximum Number of Shares. Annual grants that would otherwise
exceed the maximum number of shares under Section 1.4(a) shall be prorated
within such limitation. A Non-Employee Director shall not receive more than one
Nonqualified Stock Option under this Section 4.2 in any calendar year.
4.3 Option Price.
The purchase price per share of the Common Stock covered by each
Option granted pursuant to Section 4.2 hereof shall be 100 percent of the Fair
market Value of the Common Stock on the Award Date. The exercise price of any
Option granted under this Article 4 shall be paid in full at the time of each
purchase in cash or by check or in shares of Common Stock valued at their Fair
Market Value on the date of exercise of the Option, or partly in such shares and
partly in cash, provided that any such shares used in payment shall have been
owned by the Participant at least six months prior to the date of exercise.
4.4 Option Period and Exercisability.
Each Option granted under this Article 4 and all rights or obligations
thereunder shall expire five years after the Award Date and shall be subject to
earlier termination as provided below. Each Option granted under Section 4.2
shall be fully vested and exercisable as of the applicable Award Date.
4.5 Termination of Directorship.
If a Non-Employee Director's services as a member of the Board
Directors terminate for any reason, an Option granted pursuant to this Article
held by such Participant remain exercisable for six months after the date of
such termination or until the expiration of the stated term of such Option,
whichever first occurs.
4.6 Adjustments.
Options granted under this Article 4 shall be subject to adjustment
as provided in Section 5.2, but only to the extent that (a) such adjustment and
the Committee's actions in respect thereof satisfy any applicable criteria in
respect of formula plans under Rule 16, (b) such adjustment in the case of a
Change in Control Event is effected pursuant to the terms of a reorganization
agreement approved by shareholders of the Corporation, and (c) such adjustment
is consistent with adjustments to Options held by persons other than executive
officers or directors of the Corporation.
4.7 Termination Upon a Change in Control or Other Event.
Each Option granted under this Article 4 is subject to termination in
accordance with Section 5.2(b).
5. OTHER PROVISIONS
5.1 Rights of Eligible Persons, Participants and Beneficiaries.
(a) Employment Status. Status as an Eligible Person shall not be
construed as a commitment that any Award will be made under this Plan to an
Eligible Person or to Eligible Persons generally.
(b) No Employment/Service Contract. Nothing contained in this Plan
(or in any other documents under this Plan or in any Award) shall confer upon
any Eligible Employee or other Participant any right to continue in the employ
or other service of the Company, constitute any contract or agreement of
employment or other service or affect an employee's status as an employee at
will, nor shall interfere in any way with the right of the Company to change a
person's compensation or other benefits, or to terminate his or her employment
or other service, with or without cause. Nothing in this Section, however, is
intended to adversely affect any express independent right of such person under
a separate employment or service contract other than an Award Agreement.
(c) Plan Not Funded. Awards payable under this Plan shall be payable
in shares or from the general assets of the Corporation, and (except as provided
in Section 1.4(c)) no special or separate reserve, fund or deposit shall be
made to assure payment of such Awards. No Participant, Beneficiary or other
person shall have any right, title or interest in any fund or in any specific
asset (including shares of Common Stock, except as expressly otherwise provided)
of the Company by reason of any Award hereunder. Neither the provisions of this
Plan (or of any related documents), nor the creation or adoption of this Plan,
nor any action taken pursuant to the provisions of this Plan shall create, or be
construed to create, a trust of any kind or a fiduciary relationship between the
Company and any Participant, Beneficiary or other person. To the extent that a
Participant, Beneficiary or other person acquires a right to receive payment
pursuant to any Award hereunder, such right shall be no greater than the right
of any unsecured general creditor of the Company.
5.2 Adjustments; Acceleration.
(a) Adjustments. Upon or in contemplation of any reclassification,
recapitalization, stock split (including a stock split in the form of a stock
dividend) or reverse stock split; any merger, combination, consolidation, or
other reorganization; any spin-off, split-up, or similar extraordinary dividend
distribution ("spin-off") in respect of the Common Stock (whether in the form of
securities or property); any exchange of Common Stock or other securities of the
Corporation, or any similar, unusual or extraordinary corporate transaction in
respect of the Common Stock; or a sale of all or substantially all the assets of
the Corporation as an entirety ("asset sale"); then the Committee shall, in such
manner, to such extent (if any) and at such time as it deems appropriate and
equitable in the circumstances:
(1) proportionately adjust any or all of (a) the number and
type of shares of Common Stock (or other securities) that
thereafter may be made the subject of Awards (including the
specific maxima and numbers of shares set forth elsewhere in this
Plan), (b) the number, amount and type of shares of Common Stock
(or other securities or property) subject to any or all
outstanding Awards, (c) the grant, purchase, or exercise price of
any or all outstanding Awards, (d) the securities, cash or other
property deliverable upon exercise of any outstanding Awards, or
(e) (subject to limitations under Section 5.10(c)) the
performance standards appropriate to any outstanding Awards, or
(2) make provision for a cash payment or for the
assumption, substitution or exchange of any or all outstanding
share-based Awards or the cash, securities or property
deliverable to the holder of any or all outstanding share-based
Awards, based upon the distribution or consideration payable
to holders of the Common Stock upon or in respect of such event.
The Committee may adopt such valuation methodologies for outstanding Awards as
it deems reasonable in the event of a cash or property settlement and, in the
case of Options, SARs or similar rights, but without limitation on other
methodologies, may base such settlement solely upon the excess if any of the per
share amount payable upon or in respect of such event over the exercise or
strike price of the Award.
In any of such events, the Committee may take such action prior to such event to
the extent that the Committee deems the action necessary to permit the
Participant to realize the benefits intended to be conveyed with respect to the
underlying shares in the same manner as is or will be available to shareholders
generally.
(b) Possible Early Termination of Accelerated Awards. If any Option or
other right to acquire Common Stock under this Plan is fully vested or has been
fully accelerated as required or permitted by Section 4.7 or Section 5.2(c), but
is not exercised prior to (1) a dissolution of the Company, or (2) an event
described in Section 5.2(a) that the Corporation does not survive, or (3) the
consummation of an event described in Section 5.2(a) involving a Change of
Control Event, such Option or right shall terminate, subject to any provision
that has been expressly made by the Board or the Committee, through a plan of
reorganization or otherwise, for the survival, substitution, assumption,
exchange or other settlement of such Option or right.
(c) Acceleration of Awards Upon Change in Control. Unless prior to a
Change in Control Event the Committee determines that, upon its occurrence,
benefits under any or all Awards shall not be accelerated or determines that
only certain or limited benefits under any or all Awards shall be accelerated
and the extent to which they shall be accelerated, and/or establishes a
different time in respect of such Event for such acceleration, then upon the
occurrence of a Change in Control Event:
(1) each Option shall become immediately exercisable, and
(2) Restricted Stock shall immediately vest free of restrictions.
Any discretion with respect to these events shall be limited to the extent
required by applicable accounting requirements in the case of a transaction
intended to be accounted for as a pooling of interests transaction.
The Committee may override the limitations on acceleration in this
Section 5.2(c) by express provision in the Award Agreement and may accord any
Eligible Person a right to refuse any acceleration, whether pursuant to the
Award Agreement or otherwise, in such circumstances as the Committee may
approve. Any acceleration of Awards shall comply with applicable legal
requirements and, if necessary to accomplish the purposes of the acceleration or
if the circumstances require, may be deemed by the Committee to occur (subject
to Section 5.2(d)), a limited period of time not greater than 30 days before the
event. Without limiting the generality of the foregoing, the Committee may deem
an acceleration to occur immediately prior to the applicable event and/or
reinstate the original terms of an Award if an event giving rise to an
acceleration does not occur.
(d) Possible Rescission of Acceleration. If the vesting of an Award
has been accelerated expressly in anticipation of an event or upon shareholder
approval of an event and the Committee or the Board later determines that the
event will not occur, the Committee may rescind the effect of the acceleration
as to any then outstanding and unexercised or otherwise unvested Awards.
(e) Golden Parachute Limitation. In no event shall an Award be
accelerated under this Plan to an extent or in a manner which would not be fully
deductible by the Company for federal income tax purposes because of
Section 280G of the Code, nor shall any payment hereunder be accelerated if any
portion of such accelerated payment would not be deductible by the Company
because of Section 280G of the Code. If a holder would be entitled to benefits
or payments hereunder and under any other plan or program that would constitute
"parachute payments" as defined in Section 280G of the Code, then the holder may
by written notice to the Company designate the order in which such parachute
payments will be reduced or modified so that the Company is not denied federal
income tax deductions for any "parachute payments" because of Section 280G of
the Code. Notwithstanding the foregoing, an employment or other agreement with
the Participant may expressly provide for benefits in excess of amounts
determined by applying the foregoing Section 280G limitations.
5.3 Effect of Termination of Service on Awards.
(a) General. The Committee shall establish the effect of a termination
of employment or service on the rights and benefits under each Award under this
Plan and in so doing may make distinctions based upon, inter alia, the cause of
termination and type of Award. Unless otherwise specified, the date of
termination shall be (1) the date of termination (for any reason whatsoever) of
the Participant's employment by the Company, in the case of an Award granted to
an employee; (2) the date of termination of directorship in the case of an Award
granted to or held by a director (or former employee continuing in service as a
director); or (3) the date of termination of services to the Company, as
determined by the Committee, in the case of an Other Eligible Person.
Notwithstanding the foregoing, the Committee may authorize by express provision
in or amendment to an Award an extension of the date of termination if a
person's status after grant changes from one eligible category to another, or in
other circumstances that the Committee deems appropriate.
(b) Termination of Consulting or Affiliate Services. If the
Participant is not an Eligible Employee or director and provides services as an
Other Eligible Person, the Committee shall be the sole judge of whether the
Participant continues to render services to the Company, unless a contract or
the Award otherwise provides. If in these circumstances the Company notifies the
Participant in writing that a termination of services of the Participant for
purposes of this Plan has occurred, then (unless the contract or Award otherwise
expressly provides), the Participant's termination of services for purposes of
this Plan shall be the date which is 10 days after the Company's mailing of the
notice or, in the case of a termination for Cause, the date of the mailing of
the notice.
(c) Effect on Unvested Awards. Unless otherwise provided in the
applicable Award Agreement and subject to the other provisions of this Plan, a
Restricted Stock Award or Stock Unit Award, to the extent such Award has not
vested as of the applicable Severance Date shall terminate on the Severance Date
without further payment or benefit of any kind; and any Option theretofore
outstanding and not vested shall terminate. Vested Options are subject to the
provisions of Section 2.6.
(d) Events Not Deemed Terminations of Service. Unless Company policy
or the Committee otherwise provides, the employment relationship shall not be
considered terminated in the case of (i) sick leave, (ii) military leave, or
(iii) any other leave of absence authorized by the Company or the Committee;
provided that unless reemployment upon the expiration of such leave is
guaranteed by contract or law, such leave is for a period of not more than 90
days. In the case of any Eligible Employee on an approved leave of absence,
continued vesting of the Award while on leave from the employ of the Company may
be suspended until the employee returns to service, unless the Committee
otherwise provides or applicable law otherwise requires. In no event shall an
Award be exercised after the expiration of the term set forth in the Award
Agreement.
(e) Effect of Change of Subsidiary Status. For purposes of this Plan
and any Award, if an entity ceases to be a Subsidiary a termination of
employment or service shall be deemed to have occurred with respect to each
Eligible Person in respect of the Subsidiary who does not continue as an
Eligible Person in respect of another entity within the Company.
5.4 Compliance with Laws.
This Plan, the granting and vesting of Awards under this Plan, the
offer, issuance and delivery of shares of Common Stock, the acceptance of
promissory notes and/or the payment of money under this Plan or under Awards are
subject to compliance with all applicable federal and state laws, rules and
regulations (including but not limited to state and federal securities law,
federal margin requirements) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Company, be
necessary or advisable in connection therewith. In addition, any securities
delivered under this Plan may be subject to any special restrictions that the
Committee may require to preserve a pooling of interests under generally
accepted accounting principles. The person acquiring any securities under this
Plan will, if requested by the Company, provide such assurances and
representations to the Company as the Committee may deem necessary or desirable
to assure compliance with all applicable legal and accounting requirements.
5.5 Tax Matters.
Upon any exercise, vesting, or payment of any Award or upon the
disposition of shares of Common Stock acquired pursuant to the exercise of an
Incentive Stock Option prior to satisfaction of the holding period requirements
of Section 422 of the Code, the Company shall have the right at its option to
(i) require the Participant (or Personal Representative or Beneficiary, as the
case may be) to pay or provide for payment of at least the minimum amount of any
taxes which the Company may be required to withhold with respect to such Award
event or payment or (ii) deduct from any amount payable in cash the minimum
amount of any taxes which the Company may be required to withhold with respect
to such cash payment. In any case where a tax is required to be withheld in
connection with the delivery of shares of Common Stock under this Plan, the
Committee may in its sole discretion (subject to Section 5.4) grant (either at
the time of the Award or thereafter) to the Participant the right to elect,
pursuant to such rules and subject to such conditions as the Committee may
establish, to have the Corporation reduce the number of shares to be delivered
by (or otherwise reacquire) the appropriate number of shares, valued in a
consistent manner at their Fair Market Value or at the sales price in accordance
with authorized procedures for cashless exercises, necessary to satisfy the
minimum applicable withholding obligation on exercise, vesting or payment.
Shares in no event shall be withheld in excess of the minimum number required
for tax withholding under applicable law.
5.6 Plan and Award Amendments, Termination and Suspension.
(a) Board Authorization. The Board may, at any time, terminate or,
from time to time, amend, modify or suspend this Plan, in whole or in part.
No Awards may be granted during any suspension of this Plan or after termination
of this Plan, but the Committee shall retain jurisdiction as to Awards then
outstanding in accordance with the terms of this Plan.
(b) Shareholder Approval. To the extent then required under
Sections 162, 422 or 424 of the Code or any other applicable law, or deemed
necessary or advisable by the Board, any amendment to this Plan shall be subject
to shareholder approval.
(c) Amendments to Awards. Without limiting any other express authority
of the Committee under (but subject to) the express limits of this Plan, the
Committee by agreement or resolution may waive conditions of or limitations on
Awards to Participants that the Committee in the prior exercise of its
discretion has imposed, without the consent of a Participant, and (subject to
the requirements of Sections 1.2(b) and 5.6(d)) may make other changes to the
terms and conditions of Awards.
(d) Limitations on Amendments to Plan and Awards. No amendment,
suspension or termination of this Plan or change of or affecting any outstanding
Award shall, without written consent of the Participant, affect in any manner
materially adverse to the Participant any rights or benefits of the Participant
or obligations of the Company under any Award granted under this Plan prior to
the effective date of such change. Changes contemplated by Section 5.2 shall not
be deemed to constitute changes or amendments for purposes of this Section 5.6.
(e) ISO Acceleration. The portion of any Incentive Stock Option
accelerated in connection with a Change in Control Event or any other action
permitted hereunder shall remain exercisable as an Incentive Stock Option only
to the extent the applicable $100,000 limitation is not exceeded. To the extent
exceeded, the accelerated portion of the Option shall be exercisable as a
Nonqualified Stock Option under the Code.
5.7 Privileges of Stock Ownership.
Except as otherwise expressly authorized by the Committee or this
Plan, a Participant shall not be entitled to any privilege of stock ownership as
to any shares of Common Stock not actually delivered to and held of record by
the Participant. No adjustment will be made for dividends or other rights as a
shareholder for which a record date is prior to such date of delivery.
5.8 Effective Date of the Plan.
This Plan is effective as of September 24, 2001.
5.9 Term of the Plan.
No Award will be granted under this Plan after September 24, 2011
(the "termination date"). Unless otherwise expressly provided in this Plan or in
an applicable Award Agreement, any Award granted prior to the termination date
may extend beyond such date, and all authority of the Committee with respect to
Awards hereunder, including the authority to amend an Award, shall continue
during any suspension of this Plan and in respect of Awards outstanding on the
termination date.
5.10 Governing Law/Construction/Severability.
(a) Choice of Law. This Plan, the Awards, all documents evidencing
Awards and all other related documents shall be governed by, and construed in
accordance with the laws of the State of California.
(b) Severability. If a court of competent jurisdiction holds any
provision invalid and unenforceable, the remaining provisions of this Plan shall
continue in effect.
(c) Plan Construction.
(1) Rule 16b-3. It is the intent of the Corporation that the
Awards and transactions permitted by Awards be interpreted in a
manner that, in the case of Participants who are or may be subject to
Section 16 of the Exchange Act, satisfies the applicable requirements
for exemptions under Rule 16b-3. The exemption will not be
available if the authorization of actions by any Committee of the
Board with respect to such Awards does not satisfy the applicable
conditions of Rule 16b-3. Notwithstanding the foregoing, the
Corporation shall have no liability to any Participant for
Section 16 consequences of Awards or events under Awards.
(2) Section 162(m). It is the further intent of the Company
that (to the extent the Company or Awards under this Plan may be
or become subject to limitations on deductibility under
Section 162(m) of the Code), Options or SARs granted with an exercise
or base price not less than Fair Market Value on the date of grant
and performance-based awards under Section 5.2 of this Plan that are
granted to or held by a person subject to Section 162(m) of the Code
will qualify as performance-based compensation or otherwise be exempt
from deductibility limitations under Section 162(m) of the Code,
to the extent that the authorization of the Award (or the payment
thereof, as the case may be) satisfies any applicable administrative
requirements thereof.
5.11 Captions.
Captions and headings are given to the sections and subsections of
this Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of this Plan or any provision thereof.
5.12 Effect of Change of Subsidiary Status.
For purposes of this Plan and any Award hereunder, if an entity ceases
to be a Subsidiary, a termination of employment and service shall be deemed to
have occurred with respect to each Eligible Person in respect of such Subsidiary
who does not continue as an Eligible Person in respect of another entity within
the Company.
5.13 Stock-Based Awards in Substitution for Stock Options or Awards
Granted by Other Corporation.
Awards may be granted to Eligible Persons under this Plan in
substitution for employee stock options, SARs, restricted stock or other
stock-based awards granted by other entities to persons who are or who will
become Eligible Persons in respect of the Company, in connection with a
distribution, merger or other reorganization by or with the granting entity or
an affiliated entity, or the acquisition by the Company, directly or indirectly,
or all or a substantial part of the stock or assets of the employing entity.
5.14 Non-Exclusivity of Plan.
Nothing in this Plan shall limit or be deemed to limit the authority
of the Board or the Committee to grant awards or authorize any other
compensation, with or without reference to the Common Stock, under any other
plan or authority.
5.15 No Corporate Action Restriction.
The existence of the Plan, the Award Agreements and the Awards
granted hereunder shall not limit, affect or restrict in any way the right or
power of the Board or the shareholders of the Corporation to make or authorize:
(a) any adjustment, recapitalization, reorganization or other change in the
Corporation's or any Subsidiary's capital structure or its business, (b) any
merger, amalgamation, consolidation or change in the ownership of the
Corporation or any subsidiary, (c) any issue of bonds, debentures, capital,
preferred or prior preference stock ahead of or affecting the Corporation's or
any Subsidiary's capital stock or the rights thereof, (d) any dissolution or
liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of
all or any part of the Corporation or any Subsidiary's assets or business, or
(f) any other corporate act or proceeding by the Corporation or any Subsidiary.
No participant, beneficiary or any other person shall have any claim under any
Award or Award Agreement against any member of the Board or the Committee, or
the Corporation or any employees, officers or agents of the Corporation or any
Subsidiary, as a result of any such action.
5.16 Other Company Benefit and Compensation Program.
Payments and other benefits received by a Participant under an Award
made pursuant to this Plan shall not be deemed a part of a Participant's
compensation for purposes of the determination of benefits under any other
employee welfare or benefit plans or arrangements, if any, provided by the
Corporation or any Subsidiary, except where the Committee or the Board expressly
otherwise provides or authorizes in writing. Awards under this Plan may be made
in addition to, in combination with, as alternatives to or in payment of grants,
awards or commitments under any other plans or arrangements of the Company or
the Subsidiaries.
6. DEFINITIONS.
6.1 Definitions.
(a) "Award" means an award of any Option, Restricted Stock, Stock
Unit, dividend equivalent or deferred payment right or other right or security
that would constitute a "derivative security" under Rule 16a-1(c) of the
Exchange Act, or any combination thereof, whether alternative or cumulative,
authorized by and granted under this Plan.
(b) "Award Agreement" means any writing setting forth the terms of an
Award that has been authorized by the Committee.
(c) "Award Date" means the date upon which the Committee took the
action granting an Award or such later date as the Committee designates as the
Award Date at the time of the Award.
(d) "Award Period" means the period beginning on an Award Date and
ending on the expiration date of such Award.
(e) "Beneficiary" means the person, persons, trust or trusts
designated by a Participant or, in the absence of a designation, entitled by
will or the laws of descent and distribution, to receive the benefits specified
in the Award Agreement and under this Plan in the event of a Participant's
death, and shall mean the Participant's executor or administrator if no other
Beneficiary is designated and able to act under the circumstances.
(f) "Board" means the Board of Directors of the Corporation.
(g) "Cause" with respect to a Participant means (unless otherwise
expressly provided in the applicable Award Agreement or another applicable
contract with the Participant) a termination of service based upon a finding by
the Committee acting in good faith and based on its reasonable belief at the
time, that the Participant:
(1) has been negligent in the discharge of his or her duties
to the Company, has refused to perform stated or assigned duties
or is incompetent in or incapable of performing those duties; or
(2) has been dishonest or committed or engaged in an act of
theft, embezzlement or fraud, a breach of confidentiality, an
unauthorized disclosure or use of inside information, customer lists,
trade secrets or other confidential information; has breached a
fiduciary duty, or willfully and materially violated any other duty,
law, rule, regulation or policy of the Company or an affiliate;
or has been convicted of a felony or misdemeanor (other than minor
traffic violations or similar offenses); or
(3) has materially breached any of the provisions of any
agreement with the Company or an affiliated entity; or
(4) has engaged in unfair competition with, or otherwise
acted intentionally in a manner injurious to the reputation,
business or assets of, the Company or an affiliate; has
improperly induced a vendor or customer to break or terminate any
contract with the Company or an affiliate or induced a principal
for whom the Company or an affiliate acts as agent to terminate such
agency relationship.
A termination for Cause shall be deemed to occur (subject to reinstatement upon
a contrary final determination by the Committee) on the date on which the
Company first delivers written notice to the Participant of a finding of
termination for Cause.
(h) "Change in Control Event" means any of the following:
(1) The dissolution or liquidation of the Corporation, other
than in the context of a transaction that does not constitute a
Change in Control Event under clause (2) below.
(2) Consummation of a merger, consolidation, or other
reorganization, with or into, or the sale of all or
substantially all of the Corporation's business and/or assets as
an entirety to, one or more entities that are not Subsidiaries (a
"Business Combination"), unless (A) as a result of the Business
Combination at least 50% of the outstanding securities voting
generally in the election of directors of the surviving or resulting
entity or a parent thereof (the "Successor Entity") immediately
after the reorganization are, or will be, owned, directly or
indirectly, in substantially the same proportions, by shareholders of
the Corporation immediately before the Business Combination; and
(B) no person (as defined in clause (h)(3) below, but excluding the
Successor Entity or an Excluded Person) beneficially owns, directly
or indirectly, more than 25% of the outstanding shares of the
combined voting power of the outstanding voting securities of the
Successor Entity, after giving effect to the Business Combination,
except to the extent that such ownership existed prior to the Business
Combination; and (C) at least 50% of the members of the board of
directors of the entity resulting from the Business Combination were
members of the Board at the time of the execution of the initial
agreement or of the action of the Board approving the Business
Combination.
(3) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) other than an Excluded Person becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Corporation representing
more than 25% of the combined voting power of the Corporation's then
outstanding securities entitled to then vote generally in the
election of directors of the Corporation, other than as a result
of (A) an acquisition directly from the Company, (B) an acquisition
by the Company, (C) an acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or a Successor
Entity, or an acquisition by any entity pursuant to a transaction
which is expressly excluded under clause (h) (2) above.
(4) During any period not longer than two consecutive
years, individuals who at the beginning of such period constituted the
Board cease to constitute at least a majority thereof, unless the
election, or the nomination for election by the Corporation's
shareholders, of each new Board member was approved by a vote of at
least /two-thirds of the Board members then still in office who were
Board members at the beginning of such period (including for
these purposes, new members whose election or nomination was so
approved), but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual
or threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a person other than the Board.
(i) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(j) "Commission" means the Securities and Exchange Commission.
(k) "Committee" means the Board or one or more committees appointed by
the Board to administer all or certain aspects of this Plan, each committee to
be comprised solely of one or more directors or such number as may be required
under applicable law. Each member of a Committee in respect of his or her
participation in any decision with respect to an Award intended to satisfy the
requirements of Section 162(m) of the Code must satisfy the requirements of
"outside director" status within the meaning of Section 162(m) of the Code;
provided, however, that the failure to satisfy such requirement shall not affect
the validity of the action of any committee otherwise duly authorized and acting
in the matter. As to Awards, grants or other transactions that are authorized
only by a committee and that are intended to be exempt under Rule 16b-3, the
requirements of Rule 16b-3(d)(1) with respect to committee action must also be
satisfied.
(l) "Common Stock" means the Common Stock of the Corporation and such
other securities or property as may become the subject of Awards, or become
subject to Awards, pursuant to an adjustment made under Section 5.2 of this
Plan.
(m) "Company" means, collectively, the Corporation and its
Subsidiaries.
(n) "Corporation" means SeraCare Life Sciences, Inc., a California
corporation, and its successors.
(o) "Eligible Employee" means an officer (whether or not a director)
or employee of the Company.
(p) "Eligible Person" means an Eligible Employee, Non-Employee
Director or any Other Eligible Person designated by the Committee in its
discretion.
(q) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
(r) "Excluded Person" means (1) any person described in and satisfying
the conditions of Rule 13d-1(b)(1) under the Exchange Act, (2) any person who is
the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of more
than 10% of the outstanding Shares of Common Stock at the time of adoption of
this Plan (or an affiliate, successor, heir, descendant or related party of or
to any such person), (3) the Company, or (4) an employee benefit plan (or
related trust) sponsored or maintained by the Company or the Successor Entity.
(s) "Fair Market Value" on any date means (1) if the stock is listed
or admitted to trade on a national securities exchange, the closing price of the
stock on the Composite Tape, as published in the Western Edition of The Wall
Street Journal, of the principal national securities exchange on which the stock
is so listed or admitted to trade, on such date, or, if there is no trading of
the stock on such date (or if the market has not closed at the applicable time),
then the closing price of the stock as quoted on such Composite Tape on the next
preceding date on which there was trading in such shares; (2) if the stock is
not listed or admitted to trade on a national securities exchange, the last
price for the stock, as furnished by the National Association of Securities
Dealers, Inc. ("NASD") through the NASDAQ National Market Reporting System or a
similar organization if the NASD is no longer reporting such information, on
such date, or, if there is no trading of the stock on such date (or if the
market has not closed at the applicable time), then the last price of the stock
as so furnished on the next preceding date on which there was trading in such
shares; or (3) if the stock is not listed or admitted to trade on a national
securities exchange and is not reported by the NASD through the NASDAQ National
Market Reporting System or a similar organization if the NASD is no longer
reporting such information, the value as established by the Committee at such
time for purposes of this Plan (if the price of the stock is furnished by the
NASD through the NASDAQ SmallCap Market, the Committee's determination of Fair
Market Value may be based on, without limitation, the last price and/or the mean
between the bid and asked prices for the stock as of the relevant date or as of
the last date that there was trading in the stock, as applicable).
(t) "Incentive Stock Option" means an Option which is intended, as
evidenced by its designation, as an incentive stock option within the meaning of
Section 422 of the Code, the award of which contains such provisions (including
but not limited to the receipt of shareholder approval of this Plan, if the
Award is made prior to such approval) and is made under such circumstances and
to such persons as may be necessary to comply with that section.
(u) "Nonqualified Stock Option" means an Option that is designated as
a Nonqualified Stock Option and shall include any Option intended as an
Incentive Stock Option that fails to meet the applicable legal requirements
thereof. Any Option granted hereunder that is not designated as an incentive
stock option shall be deemed to be designated a nonqualified stock option under
this Plan and not an incentive stock option under the Code.
(v) "Non-Employee Director" means a member of the Board of Directors
of the Corporation who is not an officer or employee of the Company.
(w) "Option" means an option to purchase Common Stock granted under
this Plan. The Committee shall designate any Option granted to an Eligible
Person as a Nonqualified Stock Option or an Incentive Stock Option. (x) "Other
Eligible Person" means any Non-Employee Director or any individual consultant
or advisor who renders or has rendered bona fide services (other than services
in connection with the offering or sale of securities of the Company in a
capital raising transaction or as a market maker or promoter of the Company's
securities) to the Company, and who is selected to participate in this Plan by
the Committee. An advisor or consultant may be selected as an Other Eligible
Person only if such person's participation in this Plan would not adversely
affect (1) the Corporation's eligibility to use Form S-8 to register under the
Securities Act of 1933, as amended, the offering of shares issuable under this
Plan by the Company or (2) the Corporation's compliance with any other
applicable laws.
(y) "Participant" means an Eligible Person who has been granted an
Award under this Plan.
(z) "Personal Representative" means the person or persons who, upon
the disability or incompetence of a Participant, shall have acquired on behalf
of the Participant, by legal proceeding or otherwise, the power to exercise the
rights or receive benefits under this Plan and who shall have become the legal
representative of the Participant.
(aa) "Plan" means this 2001 Stock Incentive Plan, as it may be amended
from time to time.
(bb) "QDRO" means a qualified domestic relations order.
(cc) "Restricted Shares" or "Restricted Stock" means shares of Common
Stock awarded to a Participant under this Plan, subject to payment of such
consideration, if any, and such conditions on vesting (which may include, among
others, the passage of time, specified performance objectives or other factors)
and such transfer and other restrictions as are established in or pursuant to
this Plan and the related Award Agreement, for so long as such shares remain
unvested under the terms of the applicable Award Agreement.
(dd) "Retirement" means retirement with the consent of the Company or,
from active service as an employee or officer of the Company on or after
attaining age 55 with 10 or more years of service or after age 65.
(ee) "Rule 16b-3" means Rule 16b-3 as promulgated by the Commission
pursuant to the Exchange Act, as amended from time to time.
(ff) "Section 16 Person" means a person subject to Section 16(a) of
the Exchange Act.
(gg) "Securities Act" means the Securities Act of 1933, as amended
from time to time.
(hh) "Severance Date" means the date of termination of employment or
service as further defined in Section 5.3.
(ii) "Stock Appreciation Right" means a right authorized under this
Plan to receive a number of shares of Common Stock or an amount of cash, or a
combination of shares and cash, the aggregate amount or value of which is
determined by reference to a change in the Fair Market Value of the Common
Stock.
(jj) "Stock Bonus" means an Award of shares of Common Stock granted
under this Plan for no consideration other than past services and without
restriction other than such transfer or other restrictions as the Committee may
deem advisable to assure compliance with law.
(kk) "Stock Unit" means a bookkeeping entry which serves as a unit of
measurement relative to a share of Common Stock for purposes of determining the
payment, in Common Stock or cash, of an Award, including a deferred benefit or
right under this Plan. Stock Units are not outstanding shares and do not entitle
a Participant to any dividend, voting or other rights in respect of any Common
Stock represented thereby or acquirable thereunder. Stock Units, may, however,
by express provision in the applicable Award Agreement, entitle a Participant to
dividend equivalent rights, as defined by the Committee.
(ll) "Subsidiary" means any corporation or other entity a majority of
whose outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Corporation.
(mm) "Total Disability" means a "permanent and total disability"
within the meaning of Section 22(e)(3) of the Code and such other disabilities,
infirmities, afflictions or conditions as the Committee by rule may include.
Exhibit A
SERACARE LIFE SCIENCES, INC.
2001 STOCK INCENTIVE PLAN
DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT
THIS DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT (this "Option Agreement")
by and between SeraCare Life Sciences, Inc. a California corporation (the
"Corporation"), and _____________________________ (the "Participant") evidences
the nonqualified stock option (the "Option") granted by the Corporation to the
Participant pursuant to Article 4 of the SeraCare Life Sciences, Inc. 2001 Stock
Incentive Plan (the "Plan") as to the number of shares of the Corporation's
Common Stock, no par value, first set forth below.
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Number of Shares of Common Stock:(1) ________ Award Date: ____________
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Exercise Price per Share:(1) $________ Expiration Date:(1)(2) _________
- --------------------------------------------------------------------------------
The Option is fully vested as of the Award Date. The Option is granted
under the Plan and is subject to the Terms and Conditions of Option (the
"Terms") attached to this Option Agreement (incorporated herein by this
reference) and to the Plan. The Option has been granted to the Participant in
addition to, and not in lieu of, any other form of compensation otherwise
payable or to be paid to the Participant. The Option is not and shall not be
deemed to be an incentive stock option within the meaning of Section 422 of the
Code. Capitalized terms are defined in the Plan if not defined herein. The
parties agree to the terms of the Option set forth herein, and the Participant
acknowledges receipt of a copy of the Terms and the Plan.
"PARTICIPANT" "SERACARE LIFE SCIENCES, INC."
(a California corporation)
- ---------------------------------
Signature
By:
- --------------------------------- ----------------------------------
Print Name Its:
----------------------------------
- ---------------------------------
Address
- ---------------------------------
City, State, Zip Code
CONSENT OF SPOUSE
In consideration of the Corporation's execution of this Option Agreement,
the undersigned spouse of the Participant agrees to be bound by all of the terms
and provisions hereof and of the Plan.
- ---------------------------------- ----------------------------------
Signature of Spouse Date
(1) Subject to adjustment under Section 4.6 of the Plan.
(2) Subject to early termination under Section 4.5 or 4.7 of the Plan.
A-1
TERMS AND CONDITIONS OF OPTION
1. Vesting; Limits on Exercise.
As set forth in the Option Agreement, the Option is vested as of the Award
Date. The Participant has the right to exercise the Option (to the extent not
previously exercised), and such right shall continue, until the expiration or
earlier termination of the Option. Fractional share interests shall be
disregarded, but may be cumulated. No fewer than 1001 shares of Common Stock may
be purchased at any one time, unless the number purchased is the total number at
the time exercisable under the Option.
2. No Service Commitment.
Nothing contained in this Option Agreement or the Plan constitutes a
service commitment by the Company, confers upon the Participant any right to
remain in the Company's service, or interferes in any way with the right of the
Company to terminate such service or to decrease the Participant's other
compensation.
3. Method of Exercise of Option.
The Option shall be exercisable by the delivery to the Secretary of the
Corporation of a written notice stating the number of shares of Common Stock to
be purchased pursuant to the Option and accompanied by:
o delivery of an executed Exercise Agreement in substantially the form
attached hereto as Attachment A or such other form as from time to time
may be required by the Committee (the "Exercise Agreement");
o payment in full for the Exercise Price of the shares to be purchased
in a manner permitted by Section 4.3 of the Plan; and
o any written statements or agreements required pursuant to Section 5.4
of the Plan.
4. Early Termination of Option.
The Option, to the extent not previously exercised, and all other rights
hereunder, whether vested and exercisable or not, shall terminate and become
null and void prior to the Expiration Date in the event:
o the Participant ceases to be a member of the Board as provided in
Section 4.5 of the Plan, or
o of the termination of the Option pursuant to Section 4.7 of the Plan.
5. Non-Transferability and Other Restrictions.
The Option and any other rights of the Participant under this Option
Agreement or the Plan are nontransferable and exercisable only by the
Participant, except as set forth in Section 1.8 of the Plan.
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6. Notices.
Any notice to be given under the terms of this Option Agreement or the
Exercise Agreement shall be in writing and addressed to the Corporation at its
principal office to the attention of the Secretary, and to the Participant at
the address given beneath the Participant's signature hereto, or at such other
address as either party may hereafter designate in writing to the other. Any
such notice shall be given only when received, but if the Participant is no
longer an Eligible Person, shall be deemed to have been duly given when enclosed
in a properly sealed envelope addressed as aforesaid, registered or certified,
and deposited (postage and registry or certification fee prepaid) in a post
office or branch post office regularly maintained by the United States
Government.
7. Plan.
The Option and all rights of the Participant under this Option Agreement
are subject to, and the Participant agrees to be bound by, all of the terms and
conditions of the Plan, incorporated herein by this reference. In the event of a
conflict or inconsistency between the terms and conditions of this Option
Agreement and of the Plan, the terms and conditions of the Plan shall govern.
The Participant acknowledges receipt of a copy of the Plan and agrees to be
bound by the terms thereof. The Participant acknowledges reading and
understanding the Plan. Unless otherwise expressly provided in other sections of
this Option Agreement, provisions of the Plan that confer discretionary
authority on the Board or the Committee do not and shall not be deemed to create
any rights in the Participant unless such rights are expressly set forth herein
or are otherwise in the sole discretion of the Board or the Committee so
conferred by appropriate action of the Board or the Committee under the Plan
after the date hereof.
8. Entire Agreement.
This Option Agreement (together with the form of Exercise Agreement
attached hereto) and the Plan together constitute the entire agreement and
supersede all prior understandings and agreements, written or oral, of the
parties hereto with respect to the subject matter hereof. The Plan, this Option
Agreement and the Exercise Agreement may be amended pursuant to Section 5.6 of
the Plan. Such amendment must be in writing and signed by the Corporation. The
Corporation may, however, unilaterally waive any provision hereof or of the
Exercise Agreement in writing to the extent such waiver does not adversely
affect the interests of the Participant hereunder, but no such waiver shall
operate as or be construed to be a subsequent waiver of the same provision or a
waiver of any other provision hereof.
9. Governing Law; Limited Rights.
9.1. California Law. This Option Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of California
without regard to conflict of law principles thereunder.
9.2. Limited Rights. The Participant has no rights as a shareholder of
the Corporation with respect to the Option as set forth in Section 5.7 of the
Plan. The Option does not place any limit on the corporate authority of the
Corporation as set forth in Section 5.15 of the Plan.
(Remainder of Page Intentionally Left Blank)
A-3
ATTACHMENT A
SERACARE LIFE SCIENCES, INC.
2001 STOCK INCENTIVE PLAN
DIRECTOR OPTION EXERCISE AGREEMENT
The undersigned (the "Purchaser") hereby irrevocably elects to exercise
his/her right, evidenced by that certain Nonqualified Stock Option Agreement
dated as of ____________________ (the "Option Agreement") under the SeraCare
Life Sciences, Inc. Stock Incentive Plan (the "Plan"), as follows:
o the Purchaser hereby irrevocably elects to purchase __________________
shares of Common Stock, no par value per share (the "Shares"), of SeraCare
Life Sciences, Inc., a California corporation (the "Corporation"), and
o such purchase shall be at the price of $__________________ per share, for
an aggregate amount of $__________________.
Capitalized terms are defined in the Plan if not defined herein.
Delivery of Share Certificate. The Purchaser requests that a certificate
representing the Shares be registered to Purchaser and delivered to:
_________________________________________________________________________.
Plan and Option Agreement. The Purchaser acknowledges that all of his/her
rights are subject to, and the Purchaser agrees to be bound by, all of the terms
and conditions of the Plan and the Option Agreement, both of which are
incorporated herein by this reference. If a conflict or inconsistency between
the terms and conditions of this Exercise Agreement and of the Plan or the
Option Agreement shall arise, the terms and conditions of the Plan and/or the
Option Agreement shall govern. The Purchaser acknowledges receipt of a copy of
all documents referenced herein and acknowledges reading and understanding these
documents and having an opportunity to ask any questions that he/she may have
had about them.
"PURCHASER" ACCEPTED BY:
SERACARE LIFE SCIENCES, INC.
- --------------------------------- (a California corporation)
Signature
By:
----------------------------------------
- ---------------------------------
Print Name Print Name:
--------------------------------
- --------------------------------- Title:
Address -------------------------------------
- --------------------------------- (To be completed by the Corporation after
City, State, Zip Code the price (including applicable withholding
taxes), value (ifapplicable) and receipt of
funds is verified.)
A-4
SERACARE LIFE SCIENCES, INC.
2001 STOCK INCENTIVE PLAN
TABLE OF CONTENTS
Page
1. THE PLAN..................................................................1
1.1 Purpose..............................................................1
1.2 Administration and Authorization; Power and Procedure...........1
1.3 Participation...................................................2
1.4 Shares Available for Awards; Share Limits.......................3
1.5 Grant of Awards.................................................3
1.6 Award Period....................................................4
1.7 Limitations on Exercise and Vesting of Awards...................4
1.8 No Transferability; Limited Exception to Transfer Restrictions..4
2. OPTIONS...................................................................5
2.1 Grants...............................................................5
2.2 Option Price; Vesting...........................................5
2.3 Limitations on Grant and Terms of Incentive Stock Options.......6
2.4 Limits on 10% Holders...........................................6
2.5 Waiver of Restrictions..........................................7
2.6 Effects of Termination of Employment or Service.................7
2.7 Options and Rights in Substitution for Stock Options Granted
by Other Corporations...........................................8
3. RESTRICTED STOCK AND STOCK UNIT AWARDS....................................8
3.1 Grants...............................................................8
3.2 Restrictions.........................................................9
3.3 Return to the Corporation............................................9
4. NON-EMPLOYEE DIRECTOR OPTIONS............................................10
4.1 Participation.......................................................10
4.2 Annual Option Grants................................................10
4.3 Option Price........................................................10
4.4 Option Period and Exercisability....................................10
4.5 Termination of Directorship.........................................10
4.6 Adjustments.........................................................11
4.7 Termination Upon a Change in Control or Other Event.................11
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TABLE OF CONTENTS
(continued)
Page
5. OTHER PROVISIONS.........................................................11
5.1 Rights of Eligible Persons, Participants and Beneficiaries..........11
5.2 Adjustments; Acceleration...........................................12
5.3 Effect of Termination of Service on Awards..........................14
5.4 Compliance with Laws................................................15
5.5 Tax Matters.........................................................15
5.6 Plan and Award Amendments, Termination and Suspension...............16
5.7 Privileges of Stock Ownership.......................................16
5.8 Effective Date of the Plan..........................................16
5.9 Term of the Plan....................................................17
5.10 Governing Law/Construction/Severability.............................17
5.11 Captions............................................................17
5.12 Effect of Change of Subsidiary Status...............................18
5.13 Stock-Based Awards in Substitution for Stock Options or Awards
Granted by Other Corporation........................................18
5.14 Non-Exclusivity of Plan.............................................18
5.15 No Corporate Action Restriction.....................................18
5.16 Other Company Benefit and Compensation Program......................18
6. DEFINITIONS..............................................................19
6.1 Definitions.........................................................19
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