EXHIBIT 4.1
FORM OF
STOCK OPTION AGREEMENT
SEROLOGICALS CORPORATION
Agreement, made as of the [DATE] day of [MONTH] [YEAR], between
Serologicals Corporation (the "Company"), a Delaware corporation, and
[NAME] (the "Optionee"), employed at [ADDRESS].
A committee of the Board of Directors of the Company (the
"Committee") has adopted a resolution granting the Optionee a stock option
(the "Option") to purchase shares of the Company's Common Stock, $.01 par
value per share ("Shares"), for the price and on the terms and conditions
set forth in this Agreement.
The Company makes no representations or warranties as to the
income, estate or other tax consequences to the Optionee of the grant or
exercise of the Option or the sale or other disposition of the Shares
acquired pursuant to the exercise thereof.
1. (a) The price at which the Optionee shall have the right to
purchase Shares under this Agreement is set forth on Schedule A hereto and
is subject to adjustment as provided in Paragraph 6.
(b) Unless the Option is previously terminated pursuant to
this Agreement, the Option shall be exercisable during the period or
periods specified on Schedule A. In no event shall any Shares be
purchasable under this Agreement after the respective expiration date or
dates specified on Schedule A ("Expiration Date").
(c) Unless otherwise specified on Schedule A, the
unexercised portion of the Option will terminate:
(1) two years after the date on which the Optionee's
employment is terminated for any reason other than cause and
(2) immediately upon the termination of the Optionee's
employment for cause. The term "cause", as used herein, shall mean the
willful misconduct, gross negligence or dishonesty in the performance
of duties on behalf of the Corporation.
(d) Vesting of all Options terminates effective with an
employee's termination, regardless of the cause of such termination.
2. Nothing contained herein shall be construed to confer on the
Optionee any right to continue as an employee of the Company or any
subsidiary of the Company or to derogate from any right of the Company or
any subsidiary thereof to retire, request the resignation of or discharge
the Optionee, or to lay off or require a leave of absence of the Optionee,
with or without pay, at any time, with or without cause. No person or
entity shall be entitled to vote, receive dividends or be deemed for any
purpose the holder of any Shares subject to the Option until the Option
shall have been duly exercised to purchase such Shares in accordance with
the provisions of this Agreement.
3. The Option shall be exercisable during the Optionee's
lifetime only by the Optionee or, if permissible under applicable law, by
his or her guardian or legal representative, and after the Optionee's
death only by the person or entity entitled to do so under the Optionee's
last will and testament or applicable intestate law. The Option may only
be exercised by the delivery to the Company of a written notice of such
exercise in the form of Annex I hereto (the "Exercise Notice"), which
notice shall specify the number of Shares to be purchased (the "Purchased
Shares") and the aggregate exercise price for such Shares, together with
payment in full of such aggregate exercise price in cash or by check
payable to the Company.
4. The Option shall not be assignable, alienable, saleable, or
transferable by the Optionee otherwise than by will or by the laws of
descent and distribution. The Option may not be pledged, alienated,
attached, or otherwise encumbered, and any purported pledge, alienation,
attachment, or encumbrance thereof shall be void and unenforceable against
the Company or any affiliate of the Company.
5. If the Company shall become obligated to withhold an amount
on account of any tax imposed as a result of the exercise of the Option,
including, without limitation, any federal, state, local or other income
tax, or any F.I.C.A., state disability insurance tax or other employment
tax (the "Withholding Liability"), then the Optionee shall, on the date of
exercise and as a condition to the issuance of the Shares subject to the
Option, pay the Withholding Liability to the Company. Payment shall be by
check payable to the Company; provided, however, that with the consent of
the Committee, payment may instead be made by delivery to the Company of a
certificate or certificates representing Shares duly endorsed or
accompanied by a duly executed stock power(s), which delivery effectively
transfers to the Company good and valid title to such Shares, free and
clear of any pledge, commitment, lien, claim or other encumbrance (such
Shares to be valued on the basis of the fair market value thereof on the
date of such payment); provided, further, that the Company is not then
prohibited from purchasing or acquiring such shares of Common Stock. The
Optionee hereby consents to the Company withholding the full amount of the
Withholding Liability from any compensation or other amounts otherwise
payable to the Optionee if the Optionee does not pay the Withholding
Liability to the Company on the date of exercise of the Option, and the
Optionee agrees that the withholding and payment of any such amount by the
Company to the relevant taxing authority shall constitute full
satisfaction of the Company's obligation to pay such compensation or other
amounts to Optionee.
6. (a) If the outstanding Shares of the Company are
subdivided, consolidated, increased, decreased, changed into or exchanged
for a different number or kind of shares or securities of the Company
through reorganization, merger, recapitalization, reclassification,
capital adjustment or similar event, or if the Company shall issue Shares
as a dividend or upon a stock split, then the number and kind of Shares
subject to the unexercised portion of the Option and the exercise price of
the Option shall be adjusted to prevent the inequitable enlargement or
dilution of any rights hereunder, provided, however, that any such
adjustment shall be made without change in the total exercise price
applicable to the unexercised portion of the option. Adjustments under
this paragraph shall be made by the Committee, whose determination shall
be final, binding and conclusive. In computing any adjustment under this
paragraph, any fractional share shall be eliminated. Nothing contained in
this Agreement shall be construed to affect in any way the right or power
of the Company to make any adjustment, reclassification, reorganization or
changes to its capital or business structure or to merge or to consolidate
or to dissolve, liquidate or transfer all or any part of its business or
assets.
(b) If, in the event of a merger or consolidation, the
Company is not the surviving corporation, and in the event that the
agreements governing such merger or consolidation do not provide for the
substitution of new options or other rights in lieu of the Option granted
hereunder or for the express assumption of such outstanding Option by the
surviving corporation, or in the event of the dissolution or liquidation
of the Company, the Optionee shall have the right not less than five (5)
days prior to the record date for the determination of shareholders
entitled to participate in such merger, consolidation, dissolution or
liquidation, to exercise this Option, in whole or in part, without regard
to any installment provision that may be a part of the terms and
conditions of this Option; provided, that any conditions precedent to such
exercise set forth in this Agreement, other than the passage of time, have
been satisfied. In any such event, the Company will mail or cause to be
mailed to the Optionee a notice specifying the date that is to be fixed as
of which all holders of record of the Shares shall be entitled to exchange
their Shares for securities, cash or other property issuable or
deliverable pursuant to such merger, consolidation, dissolution or
liquidation. Such notice shall be mailed at least ten (10) days prior to
the date therein specified. In the event this Option is not exercised in
its entirety on or prior to the date specified therein, any and all
remaining rights hereunder shall terminate as of said date.
7. The Company has been authorized by the Committee to, and the
Company, in its discretion, may, establish procedures whereby the
Optionee, to the extent permitted by and subject to the requirements of
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), Regulation T issued by the Board of Govenors
of the Federal Reserve System pursuant to the Exchange Act, federal income
tax laws, and other federal, state or local tax and securities laws, can
exercise the Option, or a portion thereof, without making a direct payment
of the exercise price thereof to the Company. If the Company so elects to
establish such a cashless exercise program, the Company shall determine,
in its discretion and from time to time, such administrative procedures
and policies as it deems appropriate. Such procedures and policies shall
be binding on the Optionee should he elect to utilize the cashless
exercise program.
8. Anything in this Agreement to the contrary notwithstanding,
in no event may the Option be exercisable if the Company shall, at any
time and in its sole discretion, determine that (i) the listing,
registration or qualification of any Shares otherwise deliverable upon
such exercise, upon any securities exchange or under any state or federal
law, or (ii) the consent or approval of any regulatory body or the
satisfaction of withholding tax or other withholding liabilities is
necessary or desirable in connection with such exercise. In such event,
such exercise shall be held in abeyance and shall not be effective unless
and until such withholding, listing, registration, qualification or
approval shall have been affected or obtained free of any conditions not
acceptable to the Company.
9. Unless the issuance of the Shares upon exercise of the
Option has been registered under the Securities Act of 1933, as amended
(the "Securities Act"), the Committee may require as a condition to the
right to exercise the Option hereunder that the Company receive from the
person exercising the Option representations, warranties and agreements,
at the time of any such exercise, to the effect that the Shares are being
purchased for investment only and without any present intention to sell or
otherwise distribute such Shares and that the Shares will not be disposed
of in transactions which, in the opinion of counsel to the Company, would
violate the registration provisions of the Securities Act and the rules
and regulations thereunder. The certificate issued to evidence such Shares
shall bear appropriate legends summarizing such restrictions on the
disposition thereof.
10 This Agreement shall be construed and enforced in accordance
with the laws of the State of Georgia, without reference to principles
regarding conflicts of law. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors or assigns, as the case may
be.
IN WITNESS WHEREOF, the parties have witnessed this Agreement to
be duly executed and delivered as of the date first above written.
SEROLOGICALS CORPORATION
_________________________ By: ______________________
Optionee President/CEO
SCHEDULE A
Name of Optionee:
Date of Grant:
Option Exercise Price:
Market Price on Date of Grant:
Number of Shares subject to Option:
Type of Option: Non-Qualified (Incentive-Based)
Date of Expiration:
Terms of Exercisability:
Number of Shares Exercisable On Exercisable Until
Or After (Expiration Date)
Other exercisability features:
SEROLOGICALS CORPORATION
By: ______________________________
Optionee:
____________________________________
Date: ______________________________
ANNEX I
FORM OF ELECTION TO EXERCISE
(To be executed upon exercise of Option).
The undersigned hereby elects to exercise the right pursuant to
that certain Option Agreement dated as of ________________ by and between
Serologicals Corporation and __________________________ (the "Option
Agreement"), to purchase _____ shares of common stock, $.01 par value (the
"Shares").
Choose one of the following options:
_____ (i) Payment for the Shares in the amount of $_______________ is
enclosed. The undersigned requests that certificates for the
Shares be registered in the name of the undersigned.
_____ (ii) Cashless Exercise/Same Day Sale (Appropriate broker forms must
be completed; forms may be obtained from the Human Resources
Department).
Dated:
______________ ____________________
Optionee
____________________
Social Security Number
Administrator Use Only
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Date of Grant: _________________
Market Price on Date of Grant: _________________
Market Price on Date of Exercise: _________________
Number of shares: _________________
Type of Option: _________________
Number of Options Currently Vested: _________________
Expiration Date: _________________
Withholding Tax: _________________
__________________________________ _______________________________
Stock Option Administrator Date Vice President, Finance Date