Exhibit 10.3
2004 Award Letter
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
Incentive Stock Option
GRANTED UNDER 2000 INCENTIVE PLAN
THE COMPANY'S MOST RECENT ANNUAL REPORT TO SHAREHOLDERS CONTAINING THE COMPANY'S
AUDITED FINANCIAL STATEMENTS FOR THE LAST THREE YEARS AND ITS ANNUAL REPORT ON
FORM 10-K IS AVAILABLE ON THE COMPANY'S WEBSITE AT http://www.criver.com. YOU
ARE URGED TO REVIEW THOSE DOCUMENTS BEFORE MAKING A DECISION WHETHER OR NOT TO
EXERCISE YOUR STOCK OPTIONS.
Incentive Stock Option granted by Charles River Laboratories
International, Inc., a Delaware corporation ("Charles River"), to (FIRST NAME)
(LAST NAME) an employee of Charles River or its subsidiaries (the "Employee"),
pursuant to the Company's 2000 Incentive Plan (the "Plan"). All initially
capitalized terms used herein shall have the meaning specified in the Plan,
unless another meaning is specified herein.
1. GRANT OF OPTION.
This certificate evidences the grant by Charles River on (DATE) to the
Employee of an option to purchase, in whole or in part, on the terms herein
provided, a total of XXX SHARES of common stock of Charles River (the "Shares")
at $XX.XX per share, which is not less than the fair market value of the Shares
on the date of grant of this option. The Final Exercise Date of this option (as
that term is used in the Plan) is (DATE). It is intended that the option
evidenced by this certificate shall be an incentive stock option as defined in
section 422 of the Internal Revenue Code of 1986, as amended from time to time
(the "Code").
This option is exercisable in the following cumulative installments
prior to the Final Exercise Date:
XXX SHARES on and after (DATE);
XXX SHARES on and after (DATE); and
XXX SHARES on and after (DATE).
Notwithstanding the foregoing, upon termination of the Employee's
employment with the Company, any portion of this option that is not then
exercisable shall promptly expire and the remainder of this option shall remain
exercisable only for such period, if any, as is specified in the Plan.
2. EXERCISE OF OPTION.
(a) Each election to exercise this option shall be made by contacting
UBS Financial Services at 800-820-9296 (in the U.S.) or 201-272-7566 (outside
the U.S.) or via the internet at https://cefs.ubs.com/CRL. The purchase price
may be paid by delivery of cash, certified check, bank draft, money order,
unrestricted common stock of Charles River that the Employee has held for at
least six months, or, upon and following an initial public offering of Charles
River, an unconditional and irrevocable undertaking by a broker acceptable to
Charles River to deliver promptly to Charles River sufficient funds to pay the
exercise price. In the event that this option is exercised by the Employee's
Legal Representative, Charles River shall be under no obligation to deliver
Shares hereunder unless and until it is satisfied as to the authority of the
person or persons exercising this option.
(b) EXERCISE PERIOD UPON TERMINATION OF EMPLOYMENT. If the Employee
ceases to be an employee of the Company, the Employee may at any time within a
period of three (3) months after the date of such employment termination or
cessation (but prior to the expiration of the option) exercise the option to the
extent that the option was exercisable on the date of such employment
termination or cessation.
(c) EXERCISE PERIOD IN THE EVENT OF DEATH. If the Employee dies while
in the employ of the Company, the option, to the extent that the Employee was
entitled to exercise it on the date of death, may be exercised within a period
of one year after the Employee's death by the person or persons to whom the
Employee's rights under the option shall pass by will or by the laws of descent
and distribution.
3. NOTICE OF DISPOSITION.
The person exercising this option shall notify Charles River when
making any disposition of the Shares acquired upon exercise of this option,
whether by sale, gift or otherwise.
4. RESTRICTIONS ON TRANSFER OF SHARES.
If at the time this option is exercised Charles River is a party to any
agreement restricting the transfer of any outstanding shares of its Common
Stock, this option may be exercised only if the Shares so acquired are made
subject to the transfer restrictions set forth in that agreement (or if more
than one such agreement is then in effect, the agreement specified by the Board
of Directors).
5. WITHHOLDING; AGREEMENT TO PROVIDE SECURITY.
If at the time this option is exercised the Company determines that
under applicable law and regulations the Company could be liable for the
withholding of any federal or state tax upon exercise or with respect to a
disposition of any Shares acquired upon exercise of this option, this option may
not be exercised unless the person exercising this option remits to the Company
any amounts required to be withheld upon exercise and gives such security as the
Company deems adequate to meet the potential liability of the Company for the
withholding of tax upon a disposition of the Shares (and agrees to augment such
security from time to time in any amount reasonably determined by the Company to
be necessary to preserve the adequacy of such security).
6. NONTRANSFERABILITY OF OPTION.
This option is not transferable by the Employee otherwise than by will
or the laws of descent and distribution, and is exercisable during the
Employee's lifetime only by the Employee.
7. NO EMPLOYMENT COMMITMENT; RIGHTS AS A STOCKHOLDER.
Nothing herein contained or contained in the Plan shall be deemed to be
or constitute an agreement or commitment by the Company to continue to employ
the Employee for the period within which this option may be exercised. The
Employee acknowledges and agrees that his or her employment with the Company
shall remain on an "at will" basis and that the Company may terminate the
employment of the Employee with or without cause at any time. The Employee shall
have no rights as a stockholder with respect to the shares subject to the option
until the proper exercise of the option and the issuance of a stock certificate
for the option Shares with respect to which the option shall have been
exercised.
8. PROVISIONS OF THE PLAN.
This option award is subject to the terms and provisions of the 2000
Incentive Plan, a copy of which has been made available to Employee and
additional copies of which are available upon request by Employee. Information
about the Plan is also included in the Prospectus for the Plan, available on the
Company's Intranet site.
IN WITNESS WHEREOF, the Company has caused this option to be executed
under its corporate seal by its duly authorized officer. This option shall take
effect as a sealed instrument.
CHARLES RIVER LABORATORIES
INTERNATIONAL, INC.
By _____________________________
James C. Foster
Chairman, President & CEO
Dated:
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