EXHIBIT 10.15
BOSTON BIOMEDICA, INC.
1987 NON-QUALIFIED STOCK OPTION PLAN
[REVISED AS OF JULY 23, 1993]
1. Purpose. This 1987 Non-Qualified Stock Option Plan is intended to
provide an opportunity to employees, officers, directors and consultants now or
hereafter employed by or affiliated with the Corporation or any of its
Subsidiaries to acquire stock in the Corporation, to provide increased
incentives to such persons to promote the success of the Corporation's business
and to encourage such persons to become affiliated with the Corporation through
the granting of options to acquire its capital stock.
2. Definitions. As used herein, the following terms will have the
indicated meaning:
"Committee" means the Committee of the Board of Directors as described
in Section 4.
"Corporation" means Boston Biomedica, Inc., a Massachusetts Corporation.
"Fair Market Value" means the fair market value of the Stock or other
asset, as reasonably determined in good faith by the Committee, on the date as
of which Fair Market Value is determined.
"Option" means the contractual right to purchase shares of Stock upon
specified terms pursuant to this Plan.
"Plan" means this Boston Biomedica, Inc. 1987 Non-Qualified Stock Option
Plan.
"Stock" means the Common Stock, $.01 par value, of the Corporation.
"Subsidiary" means any corporation in an unbroken chain of corporations
beginning with the Corporation if, at the time of grant of the Option, each of
the corporations other than the last in the unbroken chain owns stock possessing
50% or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.
3. Stock Subject to the Plan. The aggregate number of shares of the
Corporation's Stock that may be issued and sold under the Plan shall be
1,795,200 shares. The shares to be issued upon exercise of Options granted under
this Plan shall be made available, at the discretion of the Board of Directors,
from (i)
* Increased by Board of Directors in connection with the 20 to 1 stock split in
the form of a 19 shares for each share divided effective July 23, 1993.
-1-
Corporation for the purpose, including shares purchased in the authorized but
unissued shares, (ii) shares previously reserved for issuance upon exercise of
Options which have expired or been terminated, or (iii) treasury shares and
shares reacquired by the open market. If any Option granted under this Plan
shall expire or terminate for any reason without having been exercised in full,
the unpurchased shares covered thereby shall become available for grant under
additional Options under the Plan so long as it shall remain in effect.
4. Administration of the Plan.
(a) The "Plan" shall be administered by the Committee. The Committee
shall consist of at least one member appointed by the Board of Directors, and
such member shall serve at the pleasure of the Board of Directors. The Board of
Directors may from time to time appoint additional members of the Committee or
remove members and appoint new members in substitution for those previously
appointed and fill vacancies however caused. A majority of the Committee shall
constitute a quorum and the acts of a majority of the members present at any
meeting at which a quorum is present shall be deemed the action of the
Committee. At such time as any class of equity security of the Corporation is
registered pursuant to Section 12 of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"), (i) the Committee shall consist of at least two
members of the Board of Directors and (ii) no member of the Committee while a
member thereof shall be eligible to participate in the Plan, nor may any person
be appointed to the Committee unless he or she was not eligible to participate
in the Plan or any other Plan of the Corporation at any time within the one-year
period immediately prior to such appointment as provided in Rule 16b-3
promulgated under the Exchange Act.
(b) Subject to the express provisions of this Plan and provided that all
actions taken shall be consistent with the purposes of the Plan, the Committee
shall have full and complete authority and the sole discretion to: (i) determine
those persons to whom Options shall be granted under the Plan; (ii) determine
the number of shares covered by and the form of the Options, if any, to be
granted, (iii) determine the time or times when Options shall be granted; (iv)
establish the terms and conditions upon which Options may be exercised and/or
transferred; (v) alter any restrictions or conditions upon Options; and (vi)
adopt rules and regulations, establish, define and/or interpret any other terms
and conditions, and make all other determinations (which may be on a
case-by-case basis) deemed necessary or desirable for the administration of the
Plan.
(c) In making its determinations hereunder, the Committee shall take
into account the nature of the services rendered or to be rendered by the
potential recipients, their present and potential contributions to the success
of the Corporation, and such other factors as the Committee, in its discretion,
shall deem relevant in order to accomplish the purposes of the Plan.
5. Eligibility. Options will be granted only to persons who are
employees of the Corporation or of a Subsidiary or to persons who are officers
or directors of, or consultants or providers of services to, the Corporation or
a Subsidiary.
6. Terms of Options and Limitations Thereon.
(a) General. Any Option granted under this Plan shall be evidenced by a
written agreement between the Corporation and the Option holder and shall be
upon such terms and conditions not inconsistent with this Plan as the Committee
may determine.
-2-
(b) Price. The price at which any shares of Stock may be purchased
pursuant to the exercise of an Option shall be determined by the Committee, but
in no event shall the price be less than the par value of the Stock.
(c) Period of Option. Each Option granted under this Plan shall continue
in effect for such period as the Committee shall determine.
(d) Non-Assignability. No Option or right or interest in an Option shall
be assignable or transferable by the holder except by will or the laws of
descent and distribution and during the lifetime of the holder shall be
exercisable only by him.
(e) Other Restrictions. At the discretion of the Committee, any Options
granted may be subject to restrictions on vesting or transferability or to risk
of forfeiture, any of which may be accelerated or waived in the Committee's sole
discretion.
7. Exercise of Options; Payment.
(a) Options may be exercised in whole or in part at such time and in
such manner as the Committee may determine and as shall be prescribed in the
written agreement with each holder.
(b) The purchase price of shares of Stock upon exercise of an Option
shall be paid by the Option holder in full upon exercise and must be paid in
cash.
(c) At the discretion of the Committee, any Stock issuable upon exercise
of an Option may be subject to restrictions on vesting or transferability or to
risk of forfeiture upon the happening of such events as the Committee may
determine, any of which may be accelerated or waived in the Committee's sole
discretion.
(d) No shares of Stock shall be issued or transferred upon exercise of
any Option under this Plan unless and until all legal requirements applicable to
the issuance or transfer of such shares and such other requirements as are
consistent with the Plan have been complied with to the satisfaction of the
Committee, including without limitation those described in Section 11 hereof.
8. Stock Adjustments.
(a) If the Corporation is a party to any merger or consolidation, any
purchase or acquisition of property or stock, or any separation, reorganization
or liquidation, the Board of Directors (or, if the Corporation is not the
surviving corporation, the Board of Directors of the surviving corporation)
shall have the power to make arrangements, which shall be binding upon the
holders of unexpired Options, for the substitution of new options for, or the
assumption by another corporation of, any unexpired Options then outstanding
hereunder.
-3-
(b) If by reason of recapitalization, reclassification, stock split-up,
combination of shares, separation (including a spin-off) or dividend on the
Stock payable in Stock, the outstanding shares of Stock of the Corporation are
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Corporation, the Board of Directors
shall conclusively determine the appropriate adjustment in the exercise prices
of outstanding Options and in the number and kind of shares as to which
outstanding Options shall be exercisable.
(c) In the event of a transaction of the type described in paragraphs
(a) and (b) above, the total number of shares of Stock on which Options may be
granted under this Plan shall be appropriately adjusted by the Board of
Directors.
9. Termination of Affiliation. The Committee may provide for the
termination of any Option upon termination of the holder's affiliation with the
Corporation.
10. No Rights Other Than Those Expressly Created. No person affiliated
with the Corporation or any Subsidiary or other person shall have any claim or
right to be granted an Option hereunder. Neither this Plan nor any action taken
hereunder shall be construed as (i) giving any Option holder any right to be
retained in the employ of, or continue to be affiliated with the Corporation,
(ii) giving any Option holder any equity or interest of any kind in any assets
of the Corporation, or (iii) creating a trust of any kind or a fiduciary
relationship of any kind between the Corporation and any such person. As to any
claim for any unpaid amounts under this Plan, any person having a claim for
payments shall be an unsecured creditor. No Option holder shall have any of the
rights of a stockholder with respect to shares of Stock covered by an Option
until such time as the Option has been exercised and shares of Stock have been
issued to such person.
11. Miscellaneous.
(a) Withholding of Taxes. Pursuant to applicable Federal, state, local
or foreign laws, the Corporation may be required to collect income or other
taxes upon the grant of an Option to, or exercise of an Option by, a holder. The
Corporation may require, as a condition to the exercise of an Option, that the
recipient pay the Corporation, at such time as the Committee or the Corporation
determines, the amount of any taxes which the Committee or the Corporation may
determine is required to be withheld.
(b) Securities Law Compliance. Upon exercise of an Option, the holder
shall be required to make such representations and furnish such information as
may, in the opinion of counsel for the Corporation, be appropriate to permit the
Corporation to issue or transfer the shares of Stock in compliance with the
provisions of applicable Federal or state securities laws. The Corporation, in
its discretion, may postpone the issuance and delivery of shares of Stock upon
any exercise of an Option until completion of such registration or other
qualification of such
-4-
shares under any Federal or state laws, or stock exchange listing, as the
Corporation may consider appropriate. The Corporation is not obligated to
register or qualify the shares of Stock under federal or state securities laws
and may refuse to issue such shares if neither registration nor exemption
therefrom is practical. The Committee may require that prior to the issuance or
transfer of Stock upon exercise of an Option, the recipient enter into a written
agreement to comply with any restrictions on subsequent disposition that the
Committee or the Corporation deems necessary or advisable under any applicable
Federal and state securities laws. Certificates of Stock issued hereunder may be
legended to reflect such restrictions.
(c) Indemnity. Neither the Board of Directors nor the Committee, nor any
members of either, nor any employees of the Corporation or any Subsidiary, shall
be liable for any act, omission, interpretation, construction or determination
made in good faith in connection with their responsibilities with respect to the
Plan, and the Corporation hereby agrees to indemnify the members of the Board of
Directors, the members of the Committee, and the employees of the Corporation
and its Subsidiaries in respect of any claim, loss, damage, or expense
(including counsel fees) arising from any such act, omission, interpretation,
construction or determination to the full extent permitted by law.
12. Effective Date; Amendment; Termination.
(a) The effective date of this Plan shall be the date of adoption by the
Board of Directors.
(b) The date of grant of any Option granted hereunder shall be the date
upon which such Option shall be voted by the Committee, unless the vote
expressly otherwise provides.
(c) The Board of Directors of the Corporation may at any time, and from
time to time, amend, suspend or terminate this Plan in whole or in part.
However, except as provided herein, no amendment, suspension or termination of
this Plan may affect the rights of any person to whom an Option has been granted
without such person's consent.
(d) This Plan shall terminate ten (10) years from its effective date,
and no Option shall be granted under this Plan thereafter, but such termination
shall not affect the validity of Options granted prior to the date of
termination.
Date of Board of Director Adoption: December 16, 1987
----------------------
Amended June 2, 1993 effective July 23, 1993
A true copy.
ATTEST:
/s/ Illegible
-------------------------------
Clerk or Secretary
-5-