EXHIBIT 10.11
INVERESK RESEARCH GROUP, INC.
2002 STOCK OPTION PLAN
OPTION AWARD
OPTION AWARD made by Inveresk Research Group, Inc., a Delaware corporation
(the "Company") in favor of the person named on the signature page hereof (the
"Optionee") pursuant to the Inveresk Research Group, Inc. 2002 Stock Option Plan
(the "Plan") (capitalized terms used but not otherwise defined herein shall have
the respective meanings ascribed to them in the Plan);
1. GRANT OF STOCK OPTION.
The Company hereby grants the Optionee an option (the "Option") to purchase
the number of shares of Common Stock set forth on the signature page of this
document, on the terms and subject to the conditions set forth in this Award and
the Plan.
2. OPTION PRICE.
The Option Price per Share shall be as set forth on the signature page of
this document.
3. INITIAL EXERCISABILITY.
Unless otherwise provided on an annex to this Option Award, subject to
paragraph 5 below, the Option, to the extent that there has been no termination
of the Optionee's employment or other service with the Company and the Option
has not otherwise expired or been forfeited, shall become exercisable one year
after the date of grant of the Option, at which time up to one-third of the
Shares covered by the Option may be acquired upon exercise. On each of the
second and third anniversaries of issuance, the Option shall become exercisable
as to an additional one-third of the underlying Shares.
4. EXERCISABILITY UPON AND AFTER TERMINATION OF OPTIONEE.
(a) If the Optionee's employment or other service with the Company and its
Subsidiaries is terminated other than by (i) voluntary resignation of
the Optionee, (ii) termination by the Company for Cause, or (iii)
termination by reason of death, Retirement or Disability, no exercise
of the Option may occur after the expiration of the three-month period
following the termination, or if earlier, the expiration of the term
of the Option as provided under paragraph 5 below.
(b) If the Optionee's employment or other service with the Company and its
Subsidiaries terminates due to the death, Retirement or Disability of
the Optionee, the Option may be exercised until the earlier of (i) one
year from the date of termination of the employment or other service
of the Optionee, or (ii) the date on which the term of the Option
expires as provided under paragraph 5 below.
(c) Notwithstanding any other provision of this Option Award, if (i) the
Optionee's employment or other service is terminated by the Company or
a Subsidiary for Cause or (ii) the Optionee terminates employment with
the Company and its Subsidiaries other than by reason of death,
Retirement or Disability, the Option, to the extent then unexercised,
shall thereupon cease to be exercisable and shall be forfeited
forthwith.
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(d) No Option (or portion thereof) which had not become exercisable at the
time of termination of employment shall ever be or become exercisable.
No provision of this paragraph 4 is intended to or shall permit the
exercise of the Option to the extent the Option was not exercisable at
the time of termination of employment.
5. TERM.
Unless earlier forfeited, the Option shall, notwithstanding any other
provision of this Option Award, expire in its entirety upon the tenth
anniversary of the date hereof. The Option shall also expire and be forfeited at
such earlier times and in such circumstances as otherwise provided hereunder or
under the Plan.
6. CONDITIONS TO EXERCISE.
Any purported exercise of this Option shall only be treated as a valid
exercise of this Option if either: (a) a check made payable to the Optionee's
employer for an aggregate amount equal to all taxation and/or social security or
medicare contributions (if not previously paid by the Optionee or deducted from
the Optionee's remuneration), which the Optionee's employer may be required to
pay under Canadian, provincial or local legislation in respect of the relevant
exercise of this Option and in respect of the grant of this Option, either
accompanies the relevant notice of exercise or is received by the Optionee's
employer within three days following the receipt of the relevant notice of
exercise and such check is cleared through the Optionee's bank account within
seven days following its presentation by the Optionee's employer; or (b)
arrangements satisfactory to the Optionee's employer have been made for the
payment in cleared funds by the Optionee to the Optionee's employer within 30
days of the relevant exercise of this Option of an amount equal to all taxation
and/or social secuirty or medicare contributions (if not previously paid by the
Optionee or deducted from the Optionee's remuneration) which the Optionee's
employer may be required to pay under Canadian, provincial or local legislation
in respect of the relevant exercise of this Option and in respect of the grant
of this Option.
7. MISCELLANEOUS.
(a) THIS OPTION AWARD SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS. The
captions of this Option Award are not part of the provisions hereof
and shall have no force or effect. This Option Award may not be
amended or modified except by a written agreement executed by the
parties hereto or their respective successors and legal
representatives. The invalidity or unenforceability of any provision
of this Option Award shall not affect the validity or enforceability
of any other provision of this Option Award.
(b) The Committee may make such rules and regulations and establish such
procedures for the administration of this Option Award as it deems
appropriate. Without limiting the generality of the foregoing, the
Committee may interpret this Option Award, with such interpretations
to be conclusive and binding on all persons and otherwise accorded the
maximum deference permitted by law. In the event of any dispute or
disagreement as to the interpretation of this Option Award or of any
rule, regulation or procedure, or as to any question, right or
obligation arising from or related to this Option Award, the decision
of the Committee shall be final and binding upon all persons.
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(c) All notices hereunder shall be in writing, and if to the Company or
the Committee, shall be delivered to the Company or mailed to its
principal office, addressed to the attention of the Chief Financial
Officer; and if to the Optionee, shall be delivered personally, sent
by facsimile transmission or mailed to the Optionee at the address
appearing in the records of the Company. Such addresses may be changed
at any time by written notice to the other party given in accordance
with this paragraph 7(c).
(d) The failure of the Optionee or the Company to insist upon strict
compliance with any provision of this Option Award or the Plan, or to
assert any right the Optionee or the Company, respectively, may have
under this Option Award or the Plan, shall not be deemed to be a
waiver of such provision or right or any other provision or right of
this Option Award or the Plan.
(e) The Optionee agrees that, at the request of the Committee, the
Optionee shall represent to the Company in writing that the Shares
being acquired are acquired for investment only and not with a view to
distribution and that such Shares will be disposed of only if
registered (or, if applicable, qualified) for sale under the
Securities Act and any other applicable laws of any of the provinces
or territories of Canada or if there is an available exemption for
such disposition under the Securities Act and any other applicable
laws of any of the provinces or territories of Canada. The Optionee
expressly understands and agrees that, in the event of such a request,
the making of such representation shall be a condition precedent to
receipt of Shares upon exercise of the Option.
(f) Nothing in this Option Award shall confer on the Optionee any right to
continue in the employ or service of the Company or its Subsidiaries
or interfere in any way with the right of the Company or its
Subsidiaries to terminate the Optionee's employment or service at any
time.
(g) This Option Award and the Plan contain the entire agreement between
the parties with respect to the subject matter hereof and supersedes
all prior agreements, written or oral, with respect thereto.
IN WITNESS WHEREOF, the Company has caused this Option Award to be duly
executed.
INVERESK RESEARCH GROUP, INC.
By:
Name: Walter S Nimmo
Title: Chief Executive Officer
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OPTION DATA
Name of Optionee:
Number of shares covered by the Option:
Exercise Price: per share
Date:
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