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EXHIBIT 10
WARRANT AGREEMENT
TO: Dr. Hajime Kimura, M.D., Ph.D.
FROM: Charles Gelman
DATE: September 2, 1994
Pursuant to and in accordance with a resolution of the Board of
Directors of Gelman Sciences Inc. (the "Corporation") adopted at its meeting on
September 2, 1994, the Corporation hereby grants you a warrant (the "Warrant")
to purchase 9,000 shares of the Common Stock, $0.10 par value, of the
Corporation (the "Shares") at $14.25 per Share, upon the terms and conditions
contained in this Agreement.
1. The Warrant is not intended to be an incentive stock option within the
meaning of the Internal Revenue Code of 1986, as amended.
2. The Warrant may not be transferred by you otherwise than by will or by
the laws of descent and distribution and, during your lifetime, the
Warrant is exercisable only by you.
3. Subject to the terms contained in this Agreement, you may exercise the
Warrant in whole or in part beginning on the date of this Agreement.
4. This Warrant will expire (to the extent not previously exercised) on
the tenth anniversary of the date of this Agreement, unless terminated
earlier upon your termination of service as a member of the Board of
Directors of the Corporation or your death, which are governed by
Paragraphs 5 and 6 of this Agreement, respectively.
5. If your service as a member of the Board of Directors of the
Corporation terminates for any reason other than your death, you have
the right for a period of 90 days following such termination, but in
no event subsequent to the expiration date of the Warrant, to exercise
that portion of the Warrant, if any, which is exercisable by you on
the date of termination of your service.
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6. If your service as a member of the Board of Directors of the
Corporation terminates by reason of your death, the Warrant, to the
extent it is exercisable on the date of your death, may be exercised
for a period of 180 days following your death, but in no event
subsequent to the expiration date of the Warrant, by your legal
representative or by the person or persons to whom your rights shall
pass by will or by the laws of descent and distribution.
7. The Warrant shall be exercised by giving a written notice to the
Secretary of the Corporation. Such notice shall specify the number
of Shares to be purchased, the name in which you desire to have the
shares registered, your address and your social security number and
shall be accompanied by payment in full in cash of the aggregate
exercise price for the number of Shares purchased and by the
representation required by Paragraph 10 of this Agreement if the
Shares to be issued upon exercise of the Warrant have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"). Such exercise shall be effective only upon the
actual receipt of such written notice and no rights or privileges of
a shareholder of the Corporation in respect of any of the Shares
issuable upon exercise of any part of the Warrant shall inure to you
or any other person who is entitled to exercise the Warrant unless
and until certificates representing such Shares shall have been
issued.
8. Nothing contained in this Agreement, nor any action taken by the
Corporation, shall confer upon you any right with respect to
continuation of your service as a member of the Board of Directors of
the Corporation.
9. If, upon or as a result of your exercise of the Warrant, there shall
be payable by the Corporation any amount for income tax withholding,
you will pay such amount to the Corporation to reimburse the
Corporation for such income tax withholding.
10. Unless a registration statement covering the Shares subject to the
Warrant is in effect under the Securities Act, all Shares purchased
upon the exercise of the Warrant shall be acquired for investment and
not with a view to, or for, sale in connection with any distribution
thereof and each notice of exercise of the Warrant shall be
accompanied by a representation in writing signed by you to that
effect. The Corporation may place a legend upon any certificate
representing the Shares purchased pursuant to exercise of the Warrant
noting that the transfer of such Shares may be restricted under the
Securities Act.
11. In the event that the outstanding shares of Common Stock of the
Corporation shall be increased by a stock dividend or changed into or
exchanged for a different number of kind of shares of stock or other
securities of the Corporation or of another corporation, whether by
reason of merger, consolidation, recapitalization, reclassification,
split-up, combination of shares or otherwise, the number, price and
kind of Shares subject to the Warrant shall be appropriately
adjusted.
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12. The Shares issued upon exercise of the Warrant may consist in whole
or in part of the authorized and unissued or reacquired Common Stock
of the Corporation.
Sincerely yours,
Charles Gelman
Chairman of the Board and CEO
The above is agreed to and accepted:
/s/ H. Kimura
Dr. Hajime Kimura, M.D., Ph.D.
Dated: Sept. 12, 1994
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