Exhibit 10.1
EMPLOYEE STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is made as of the 6th day of December,
2006, between Life Sciences Research, Inc., a Maryland corporation (hereinafter
called the "Corporation"), and Andrew Baker, a key employee of the Corporation
(hereinafter called the "Option Holder").
1. Grant of Option. The Corporation hereby grants pursuant to the
Corporation's 2001 Equity Incentive Plan to the Option Holder the right
and option, hereinafter called the "Option", to purchase an aggregate
of 100,000 shares (the "Shares") of the Corporation's $0.01 par value
voting common stock (such number being subject to adjustment as
provided in paragraph 7 hereof), on the terms and conditions herein set
forth. Such Option shall vest one half (50,000 shares) on December 31,
2008, and one half (50,000 shares) on December 31, 2009, provided that
the Option Holder shall have remained an employee of the Company or its
subsidiaries through such date(s) (each, a "Vesting Date").
2. Purchase Price. The purchase price of the Shares covered by the
Option shall be Nine Dollars and Ninety-five Cents ($9.95) per Share.
3. Term of Option. Subject to paragraph 8 hereof, the Option granted
hereby shall be exercisable as to all or a portion of the total Shares
in accordance with paragraph 1. The Option Holder's right to exercise
the aforementioned Option shall expire ten (10) years from the date
hereof. Unless terminated earlier pursuant to paragraph 6 hereof, any
Option not exercised within such time specified of the date hereof
shall terminate.
4. Nontransferability. The Option shall not be transferable otherwise
than (i) by will or the laws of descent and distribution and (ii) to
parents, siblings, spouses or children of the Option Holder or to any
trust or similar device intended for any of such persons' respective
benefit (a "Permitted Transferee"), and the Option may be exercised,
during the lifetime of the Option Holder, only by him or such Permittee
Transferree. More particularly (but without limiting the generality of
the foregoing), the Option may not be assigned, transferred (except as
provided herein), pledged, or hypothecated in any way, shall not be
assignable by operation of law, and shall not be subject to execution,
attachment, or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Option contrary to
the provisions hereof, and the levy of any execution, attachment, or
similar process upon the Option shall be null and void and without
effect.
5. Disclosure and Risk. The Option Holder represents and warrants to
the Corporation as follows:
(a) The Shares will be acquired by the Option Holder for the Option
Holder's own account, for investment and not with a view to, or for
resale in connection with, any distribution or public offering thereof
within the meaning of the Securities Act of 1933, as amended (the
"Securities Act").
(b) As of the date of the grant and of exercise, because of his
position with the Corporation, and as a result of inquiries made by him
and information furnished to him by the Corporation, Option Holder has
and will have all information necessary for him to make an informed
investment decision.
Each certificate representing the Shares shall, if applicable, be
endorsed with the following or a substantially similar legend:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT'), AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH
SECURITIES, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE
HOLDER OF THESE SECURITIES, REASONABLY SATISFACTORY TO THE CORPORATION,
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION MAY BE
MADE PURSUANT TO RULE 144, PROMULGATED UNDER THE SECURITIES ACT, OR IS
OTHERWISE EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS."
The Corporation need not allow a transfer of any of the Shares unless
one of the conditions specified in the foregoing legend is satisfied. The
Corporation may also instruct its transfer agent not to allow the transfer of
any of the Shares unless one of the conditions specified in the foregoing legend
is satisfied.
Any legend endorsed on a certificate pursuant to the foregoing language
and the stop transfer instructions with respect to such Shares shall be removed
and the Corporation shall promptly issue a certificate without such legend to
the holder thereof if the Shares are registered under the Securities Act and a
prospectus meeting the requirements of Section 10 of the Securities Act is
available or if the holder provides the Corporation with an opinion of counsel
for such holder of the Shares reasonably satisfactory to the Corporation, to the
effect that a public sale, transfer or assignment of such Shares may be made
without registration.
6. Termination of Employment; Death.
(a) In the event that the Option Holder shall cease to be an employee
of the Corporation or any of its subsidiaries for any reason whatsoever
after a Vesting Date, the Option may be exercised by the Option Holder
(to the extent that the Option Holder shall have been entitled to do so
as of the date of his termination of employment with the Corporation or
any of its subsidiaries) at any time within 365 days after such
termination but in any event not later than the date of expiration of
the Option term. So long as the Option Holder shall continue to be an
employee of the Corporation or any of its subsidiaries, the Option
shall not be affected by any change of duties or position. Nothing in
this Option Agreement shall confer upon the Option Holder any right to
continue as an employee of the Corporation or any of its subsidiaries.
(b) In the event that the Option Holder dies prior to exercising all or
any portion of the Option, the Option may be exercised by the estate of
the Option Holder (to the extent that the Option Holder shall have been
entitled to do so) at any time within 365 days after the later of
December 31, 2009 and the death of the Option Holder, but in any event
not later than the date of expiration of the Option term.
7. Changes in Capital Structure. If all or any portion of the Option
shall be exercised subsequent to any share dividend, split-up,
recapitalization, merger, consolidation, combination or exchange of
shares, separation, reorganization, or liquidation occurring after the
date hereof, as a result of which shares of any class shall be issued
in respect of outstanding Shares or Shares shall be changed into the
same or a different number of shares of the same or another class or
classes, the person or persons exercising the Option shall receive, for
the aggregate price paid upon such exercise, the aggregate number and
class of shares which, if the Shares (as authorized at the date hereof)
had been purchased at the date hereof for the same aggregate price (on
the basis of the price per share set forth in paragraph 2 hereof) and
had not been disposed of, such person or persons would be holding at
the time of such exercise as a result of such purchase and all such
share dividends, split-ups, recapitalizations, mergers, consolidations,
combinations or exchanges of shares, separations, reorganizations, or
liquidations; provided, however, that no fractional shares shall be
issued upon any such exercise, and the aggregate price paid shall be
appropriately reduced on account of any fractional share not issued. In
no event shall any adjustments be made to the Option as a result of the
issuance or redemption of securities of the Corporation for cash or
other consideration, or upon the exercise of any conversion rights of
any securities of the Corporation.
8. Method of Exercising Option. Subject to the terms and conditions of
this Option Agreement, the Option may be exercised by written notice to
the Secretary of the Corporation, at its principal office or such other
location as may be designated by the Secretary of the Corporation. Such
notice shall state the election to exercise the Option and the number
of Shares in respect of which it is being exercised, and shall be
signed by the person or persons so exercising the Option. The notice of
election shall be accompanied by this Agreement and payment of the full
purchase price for the Shares being purchased. As an alternative to
payment of the purchase price for the Shares, the Option may, at the
election of the holder, be converted into the nearest whole number of
Shares equal to (X) the product of (A) the number of Shares subject to
this option and (B) the excess, if any, of (1) the closing market price
per Share as of the exercise date over (2) the Purchase Price (as
adjusted through the exercise date), divided by (Y) the closing market
price per Share as of the exercise date. The Corporation shall deliver
a certificate or certificates representing Shares as soon as
practicable after the notice of election has been received. In the
event the Option shall be exercised by any person or persons other than
the Option Holder, the notice of election shall be accompanied by
appropriate proof of the right of such person or persons to exercise
the Option. All Shares that shall be purchased upon the exercise of the
Option as provided herein shall be fully paid and nonassessable.
9. Change in Control. A Change in Control of the Corporation (as
defined in the 2001 Equity Incentive Plan) shall have the effect on the
Option set forth in Section 9 of the 2001 Equity Incentive Plan.
10. Optionee Not a Shareholder. The Option Holder under this Option, as
such, shall not be entitled by any reason of this Option to any rights
whatsoever as a shareholder of the Corporation.
11. General Provisions.
(a) The Corporation shall at all times during the term of the
Option reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of this Option Agreement, shall
pay all fees and expenses necessarily incurred by the Corporation in
connection therewith, and shall use its best efforts to comply with all
laws and regulations which, in the reasonable opinion of counsel for
the Corporation, are applicable thereto.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland other than its
conflicts of laws provisions.
(c) Any notice to be given hereunder by either party to the
other shall be in writing and shall be given either by personal
delivery or by mail, registered or certified, postage prepaid, return
receipt requested, addressed to the other party at the respective
addresses set forth below their signatures to this Agreement, or at any
other address as such party may hereafter specify in writing.
(d) This Agreement sets forth the entire agreement of the
parties concerning the subject matter hereto, and no other
representations or warranties, express or implied, other than those
contained herein, and no amendments or modifications hereto, shall be
binding unless made in writing and signed by the parties hereto.
(e) The waiver by either party of a breach of any term or
provision of this Agreement shall not operate or be construed as a
waiver of a subsequent breach of the same provision or of the breach of
any other term or provision of this Agreement.
(f) As used herein, the masculine gender shall include the
feminine and the neuter genders, the neuter shall include the masculine
and the feminine genders, the singular shall include the plural, and
the plural shall include the singular.
(g) The headings in this Agreement are solely for convenience
of reference and shall be given no effect in the construction or
interpretation of this Agreement.
(h) The invalidity or enforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and
effect.
IN WITNESS WHEREOF, the Corporation has caused this Option Agreement to
be duly executed by its officer thereunto duly authorized, and the Option Holder
has hereunto set his hand and seal, all as of the day and year first above
written.
OPTION HOLDER
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Name: Andrew Baker
LIFE SCIENCES RESEARCH, INC.
By: ______________________________
Name:
Title: