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EXHIBIT 10.1
IDEXX LABORATORIES, INC.
1997 DIRECTOR OPTION PLAN
(AS OF APRIL 17, 1997)
1. Purpose
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The purpose of this 1997 Director Option Plan (the "Plan") of
IDEXX Laboratories, Inc. (the "Company") is to encourage ownership in the
Company by outside directors of the Company whose continued services are
considered essential to the Company's future progress and to provide them with a
further incentive to remain as directors of the Company.
2. Administration
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The Board of Directors shall supervise and administer the Plan.
Grants of stock options under the Plan and the amount and nature of the awards
to be granted shall be automatic in accordance with Section 5. However, all
questions of interpretation of the Plan or of any options issued under it shall
be determined by the Board of Directors and such determination shall be final
and binding upon all persons having an interest in the Plan.
3. Participation in the Plan
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Directors of the Company who are not employees of the Company or
any subsidiary of the Company shall be eligible to participate in the Plan.
4. Stock Subject to the Plan
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(a) The maximum number of shares which may be issued under the
Plan shall be 300,000 shares of the Company's Common Stock, par value $.10 per
share ("Common Stock"), subject to adjustment as provided in Section 8 of the
Plan.
(b) If any outstanding option under the Plan for any reason
expires or is terminated without having been exercised in full, the shares
allocable to the unexercised portion of such option shall again become available
for grant pursuant to the Plan.
(c) All options granted under the Plan shall be non-statutory
options not entitled to special tax treatment under Section 422 of the Internal
Revenue Code of 1986, as amended to date and as it may be amended from time to
time (the "Code").
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5. Terms, Conditions and Form of Options
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Each option granted under the Plan shall be evidenced by a
written agreement in such form as the Board of Directors shall from time to time
approve, which agreements shall comply with and be subject to the following
terms and conditions:
(a) OPTION GRANT DATES AND SHARES SUBJECT TO OPTION. Upon the
date of the annual meeting of the stockholders of the Company at which the Plan
is approved and adopted and at each subsequent annual meeting thereafter, the
Company shall grant to each eligible director continuing in office after, or
elected at, such meeting an option exercisable for 6,500 shares of Common Stock.
In addition, in the case of any eligible director who is elected other than at
an annual meeting, the Company shall grant to such director upon his election an
option exercisable for a number of shares (up to 6,500) which shall be pro rated
based on the anticipated period of service of such director prior to the next
annual meeting.
(b) OPTION EXERCISE PRICE. The option exercise price per share
for each option granted under the Plan shall equal (i) the last reported sales
price per share of the Company's Common Stock on the Nasdaq National Market
System (or, if the Company is traded on a nationally recognized securities
exchange on the date of grant, the reported closing sales price per share of the
Company's Common Stock by such exchange) on the date of grant (or if no such
price is reported on such date such price as reported on the nearest preceding
day) or (ii) if the Common Stock is not traded on Nasdaq nor any exchange, the
fair market value per share on the date of grant as determined by the Board of
Directors.
(c) LIMITED TRANSFERABILITY. Each option granted under the Plan
by its terms shall not be transferable by the optionee otherwise than (i) by
will, or by the laws of descent and distribution, or (ii) with the approval of
the Board of Directors, by gift to (A) one or more members of the optionee's
family or trusts for their benefit, or (B) to one or more charitable
organizations. Except as the Board of Directors may otherwise determine, no
option or interest therein may be transferred, assigned, pledged or hypothecated
by the optionee during his lifetime, whether by operation of law or otherwise,
or by made subject to execution, attachment or similar process.
(d) EXERCISE PERIOD. Each option may be exercised on or after the
first anniversary of the date of grant of such option or, if earlier, on the
date of the next annual meeting, provided that, subject to the provisions of
Section 5(e), no option may be exercised more than 90 days after the optionee
ceases to serve as a director of the Company and, in such case, such option may
only be exercised to the extent it was exercisable at the time of such cessation
of service. No option shall be exercisable after the expiration of ten years
from the date of grant.
(e) EXERCISE PERIOD UPON DISABILITY OR DEATH. Notwithstanding the
provisions of Section 5(d), any option granted under the Plan may be exercised,
to the extent then exercisable, by an optionee (or permitted transferee of an
optionee) if such optionee becomes disabled (within the meaning of Section
22(e)(3) of the Code or any successor provision thereto) while acting as a
director of the Company, or may be exercised, to the extent then exercisable,
upon the death of
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such optionee while a director of the Company by the person to whom it is
transferred by will, by the laws of descent and distribution, by gift pursuant
to Section 5(c), or by written notice filed pursuant to Section 5(g), in each
case within the period of one year after the date the optionee ceases to be such
a director by reason of such disability or death; provided that, no option shall
be exercisable after the expiration of ten years from the date of grant.
(f) EXERCISE PROCEDURE. Options may be exercised only by written
notice to the Company at its principal office accompanied by (i) payment in cash
or by certified or by bank check of the full consideration for the shares as to
which they are exercised, (ii) delivery of outstanding shares of the Company's
Common Stock (which, in the case of shares acquired from the Company, have been
outstanding for at least six months) having a fair market value on the last
business day preceding the date of exercise equal to the option exercise price,
or (iii) an irrevocable undertaking by a broker (who is a member of the New York
Stock Exchange) to deliver promptly to the Company sufficient funds to pay the
exercise price or delivery of irrevocable instructions to a broker (who is a
member of the New York Stock Exchange) to deliver promptly to the Company cash
or a check sufficient to pay the exercise price.
(g) EXERCISE BY REPRESENTATIVE FOLLOWING DEATH OF DIRECTOR. A
director, by written notice to the Company, may designate one or more persons
(and from time to time change such designation) including his legal
representative, who, by reason of the director's death, shall acquire the right
to exercise all or a portion of the option. If the person or persons so
designated wish to exercise any portion of the option, they must do so within
the term of the option as provided herein. Any exercise by a representative
shall be subject to the provisions of the Plan.
6. Time for Granting Options
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All options for shares subject to the Plan shall be granted, if
at all, not later than the fifth annual meeting of stockholders after the
approval of the Plan by the Company's stockholders. Options outstanding on such
date shall continue to have force and effect in accordance with the provisions
of the instruments evidencing such options.
7. Limitation of Rights
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(a) NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan, nor the
granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain a director for any period of time.
(b) NO STOCKHOLDERS' RIGHTS FOR OPTIONS. An optionee shall have
no rights as a stockholder with respect to the shares covered by his options
until the date of the issuance to him of a stock certificate therefor, and no
adjustment will be made for dividends or other rights (except as provided in
Section 8) for which the record date is prior to the date such certificate is
issued.
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(c) COMPLIANCE WITH SECURITIES LAWS. Each option shall be subject
to the requirement that if, at any time, counsel to the Company shall determine
that the listing, registration or qualification of the shares subject to such
option upon Nasdaq or any securities exchange or under any state or federal law,
or the consent or approval of any governmental or regulatory body, or the
disclosure of non-public information or the satisfaction of any other condition
is necessary as a condition of, or in connection with, the issuance or purchase
of shares thereunder, such option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval, or
satisfaction of such condition shall have been effected or obtained on
conditions acceptable to the Board of Directors. Nothing herein shall be deemed
to require the Company to apply for or to obtain such listing, registration or
qualification, or to satisfy such condition.
8. Changes in Common Stock.
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(a) If the outstanding shares of Common Stock are increased,
decreased or exchanged for a different number or kind of shares or other
securities, or if additional shares or new or different shares or other
securities are distributed with respect to such shares of Common Stock or other
securities, through merger, consolidation, sale of all or substantially all of
the assets of the Company, reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other distribution with
respect to such shares of Common Stock, or other securities, an appropriate and
proportionate adjustment will be made in (i) the maximum number and kind of
shares reserved for issuance under the Plan, (ii) the number and kind of shares
or other securities subject to then outstanding options under the Plan and (iii)
the price for each share subject to any then outstanding options under the Plan,
without changing the aggregate purchase price as to which such options remain
exercisable. No fractional shares will be issued under the Plan on account of
any such adjustments.
(b) In the event that the Company is merged or consolidated into
or with another corporation (in which consolidation or merger the stockholders
of the Company receive distribution of cash or securities of another issuer as a
result thereof), or in the event that all or substantially all of the assets of
the Company are acquired by any other person or entity, or in the event of a
reorganization or liquidation of the Company, the Board of Directors of the
Company or the board of directors of any corporation assuming the obligations of
the Company, shall, as to outstanding options, either (i) provide that such
options shall be assumed, or equivalent options shall be substituted, by the
acquiring or successor corporation (or an affiliate thereof), or (ii) upon
written notice to the optionees, provide that all unexercised options will
terminate immediately prior to the consummation of such merger, consolidation,
acquisition, reorganization or liquidations unless exercised by the optionee
within a specified number of days following the date of such notice.
9. Amendment of the Plan
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The Board of Directors may suspend or discontinue the Plan or
review or amend it in any respect whatsoever; provided, however, that without
approval of the stockholders of the Company no revision or amendment shall
change the number of shares subject to the Plan (except as provided in Section
8), change the designation of the class of directors eligible to
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receive options, increase the number of shares covered by option grants, or
otherwise materially increase the benefits accruing to participants under the
Plan.
10. Notice
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Any written notice to the Company required by any of the
provisions of the Plan shall be addressed to the Treasurer of the Company and
shall become effective when it is received.
11. Governing Law
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The Plan and all determinations made and actions taken pursuant
hereto shall be governed by the laws of the State of Delaware.
Approved by the Board of Directors on April 17, 1997
Approved by the Stockholders on May 21, 1997
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IDEXX LABORATORIES, INC.
1997 DIRECTOR OPTION PLAN
NON-STATUTORY STOCK OPTION AGREEMENT
1. GRANT OF OPTION. IDEXX Laboratories, Inc., a Delaware corporation
(the "Company"), hereby grants to (the "Optionee") an
option, pursuant to the Company's 1997 Director Option Plan (the "Plan"), to
purchase an aggregate of shares of Common Stock ("Common Stock") of
the Company at a price of $ per share, purchasable as set forth in, and
subject to the terms and conditions of, this option and the Plan. Except where
the context otherwise requires, the term "Company" shall include the parent and
all present and future subsidiaries of the Company as defined in Sections 424(e)
and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from
time to time (the "Code").
2. NON-STATUTORY STOCK OPTION. This option is a non-statutory option and
is not intended to qualify as an incentive stock option under Section 422 of the
Code.
3. EXERCISE OF OPTION AND PROVISIONS FOR TERMINATION.
(a) VESTING. Except as otherwise provided in this Agreement,
this option may be exercised (a) from and after the first anniversary of the
date of grant or, if earlier, the date of the next annual meeting of the
Company's stockholders after the date of grant, and (b) prior to the tenth
anniversary of the date of grant (hereinafter the "Expiration Date"). This
option may not be exercised at any time on or after the Expiration Date.
(b) EXERCISE PROCEDURE; PAYMENT OF PURCHASE PRICE. Subject to
the conditions set forth in this Agreement, this option shall be exercised by
the Optionee's delivery of written notice of exercise to the Treasurer of the
Company specifying the number of shares to be purchased and the purchase price
to be paid therefor and accompanied by (i) payment in cash or by certified or
bank check for the full consideration for the shares as to which it is
exercised, (ii) delivery of outstanding shares of the Company's Common Stock
(which, in the case of shares acquired from the Company, have been outstanding
for at least six months) having a fair market value on the last business day
preceding the date of exercise equal to the option exercise price, or (iii) an
irrevocable undertaking by a broker (who is a member of the New York Stock
Exchange) to deliver promptly to the Company sufficient funds to pay the
exercise price or delivery of irrevocable instructions to a broker (who is a
member of the New York Stock Exchange) to deliver promptly to the Company cash
or a check sufficient to pay the exercise price. Such exercise shall be
effective upon receipt by the Treasurer of the Company of such written notice
together with the required payment. The Optionee may purchase fewer than the
total number of shares covered hereby, provided that no partial exercise of this
option may be for any fractional share of for fewer than ten whole shares.
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(c) CONTINUOUS SERVICE AS A DIRECTOR OF THE COMPANY REQUIRED.
Except as otherwise provided in this Section 3, this option may not be exercised
unless the Optionee, at the time he exercises this option, is, and has been at
all times since the date of grant of this Option, a director of the Company.
(d) TERMINATION OF RELATIONSHIP WITH THE COMPANY. If the Optionee
ceases to be a director of the Company for any reason, then the right to
exercise this option shall terminate 90 days after such cessation (but in no
event on or after the Expiration Date), PROVIDED THAT this option shall be
exercisable only if the Optionee was entitled to exercise this option on the
date of such cessation.
(e) EXERCISE PERIOD UPON DEATH OR DISABILITY. If the Optionee dies
or becomes disabled (within the meaning of Section 22(e)(3) of the Code or any
successor provision thereto) while he is a director, this option shall be
exercisable within the period of one year following the date of death or
disability of the Optionee (but in no event on or after the Expiration Date) by
the Optionee or by the person to whom this option is transferred by will, by the
laws of descent and distribution, by written notice filed pursuant to Section
3(f) of this Agreement, or by any person to whom this option or a portion hereof
has been transferred in accordance with the terms of the Plan, PROVIDED THAT
this option shall be exercisable only if this option was exercisable by the
Optionee on the date of his or her death or disability. Except as otherwise
indicated by the context, the term "Optionee", as used in this option, shall be
deemed to include the estate of the Optionee or any person who acquires the
right to exercise this option by bequest or inheritance or otherwise by reason
of the death of the Optionee.
(f) DESIGNATION OF BENEFICIARY. The Optionee, by written notice to
the Company, may designate one or more persons (and from time to time change
such designation) including his legal representative, who, by reason of the
director's death, shall acquire the right to exercise all or a portion of this
option in accordance with the provisions of Section 3(e) of this Agreement.
4. DELIVERY OF SHARES; COMPLIANCE WITH SECURITIES LAW, ETC.
(a) GENERAL. The Company shall, upon payment of the option price
for the number of shares purchased and paid for, make prompt delivery of such
shares to the Optionee, provided that if any law or regulation requires the
Company to take any action with respect to such shares before the issuance
thereof, then the date of delivery of such shares shall be extended for the
period necessary to complete such action.
(b) LISTING, QUALIFICATIONS, ETC. This option shall be subject to
the requirement that if, at any time, counsel to the Company shall determine
that the listing, registration or qualification of the shares subject hereto
upon Nasdaq or any securities exchange or under any state or federal law, or the
consent or approval of any governmental or regulatory body, or that the
disclosure of non-public information or the satisfaction or any other condition
is necessary as a condition of, or in connection with, the issuance or purchase
of shares hereunder, this option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval,
disclosure, or satisfaction of such other condition shall have been effected or
obtained on terms acceptable to the Board of Directors. Nothing herein shall be
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deemed to require the Company to apply for, effect or obtain such listing,
registration, qualification, or disclosure or satisfy such other condition.
5. LIMITED TRANSFERABILITY OF OPTION. Except as provided in Section
3(e) and 3(f) of this Agreement and as permitted pursuant to Section 5(c) of the
Plan, this option is personal and no rights or benefits granted hereunder may be
transferred, assigned, pledged or hypothecate in any way (whether by option of
law or otherwise) nor shall any such rights be subject to execution, attachment
or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of this option or of such rights contrary to the provisions
hereof, or upon the levy of any attachment or similar process upon this option
or such rights, this option and such rights shall, at the election of the
Company, become null and void.
6. LIMITATION OF RIGHTS.
(a) NO RIGHT TO CONTINUE AS A DIRECTOR. Neither this Agreement nor
any other action taken pursuant to this Agreement shall constitute or be
evidence of any agreement or understanding, express or implied, that the Company
will retain the Optionee for any period of time.
(b) NO STOCKHOLDERS' RIGHTS FOR OPTIONS. The Optionee shall have no
rights as a stockholder with respect to the shares covered by this option
(including, without limitation, any rights to receive dividends or non-cash
distributions with respect to such shares) until the date of the issuance to him
of a stock certificate thereof. No adjustment shall be made for dividends or
other rights (except as provided in Section 7 of this Agreement) for which the
record date is prior to the date such stock certificate is issued.
7. CHANGES IN COMMON STOCK.
(a) If the outstanding shares of Common Stock are increased,
decreased or exchanged for a different number or kind of shares or other
securities, or if additional shares or new or different shares or other
securities are distributed with respect to such shares of Common Stock or other
securities, through merger, consolidation, sale of all or substantially all of
the assets of the Company, reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other distribution with
respect to such shares of Common Stock, or other securities, an appropriate and
proportionate adjustment will be made in (i) the maximum number and kind of
shares reserved for issuance under the Plan, (ii) the number and kind of shares
or other securities subject to then outstanding options under the Plan and (iii)
the price for each share subject to any then outstanding options under the Plan,
without changing the aggregate purchase price as to which such options remain
exercisable. No fractional shares will be issued under the Plan on account of
any such adjustments.
(b) In the event that the Company is merged or consolidated into or
with another corporation (in which consolidation or merger the stockholders of
the Company receive distributions of cash or securities of another issuer as a
result thereof), or in the event that all or substantially all of the assets of
the Company are acquired by any other person or entity, or in the event of a
reorganization or liquidation of the Company, the Board of Directors of the
Company, or the board of directors of any corporation assuming the obligations
of the Company, shall, as to outstanding options, either (i) provide that such
options shall be assumed, or equivalent options
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shall be substituted, by the acquiring or successor corporation (or an affiliate
thereof), or (ii) upon written notice to the optionees, provide that all
unexercised options will terminate immediately prior to the consummation of such
merger, consolidation, acquisition, reorganization or liquidation unless
exercised by the Optionee within a specified number of days following the date
of such notice.
8. WITHHOLDING TAXES. The Company's obligation to deliver shares upon
the exercise of this option shall be subject to the Optionee's satisfaction of
all applicable federal, state and local income and employment tax withholding
requirements.
9. MISCELLANEOUS.
(a) AMENDMENT. Except as provided herein, this option may not be
amended or otherwise modified unless evidenced in writing and signed by the
Company and the Optionee.
(b) NOTICE. Any notice to the Company required under this option
shall be addressed to the Treasurer of the Company and shall become effective
when it is received. All notices under this option shall be mailed or delivered
by hand to the parties at their respective addresses set forth beneath their
names below or at such other address as may be designated in writing by either
of the parties to one another.
(c) GOVERNING LAW. This option shall be governed by and construed
in accordance with the laws of the State of Delaware.
Date of Grant:_________________ IDEXX LABORATORIES, INC.
By: ___________________________
David E. Shaw
Title: Chairman and Chief
Executive Officer
Address: One IDEXX Drive
Westbrook, ME 04092
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OPTIONEE'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof. The undersigned hereby acknowledges receipt of a
copy of the Company's 1997 Director Option Plan.
OPTIONEE
_______________________________
________________________
ADDRESS: ___________________
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