NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE ALERE INC. 2010 STOCK OPTION AND INCENTIVE PLAN
Exhibit 10.2
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
FOR NON-EMPLOYEE DIRECTORS
UNDER THE
ALERE INC.
2010 STOCK OPTION AND INCENTIVE PLAN
2010 STOCK OPTION AND INCENTIVE PLAN
Name of Optionee:
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Number of Option Shares:
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Option Exercise Price Per Share:
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Grant Date:
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Expiration Date:
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Pursuant to the Alere Inc. 2010 Stock Option and Incentive Plan (the “Plan”) as amended
through the date hereof, Alere Inc.. (the “Company”) hereby grants to the Optionee named above, who
is a member of the Board of Directors of the Company (a “Director”) but is not an employee of the
Company, an option (the “Stock Option”) to purchase, on or prior to the Expiration Date specified
above, all or part of the number of Option Shares of Common Stock, par value $0.001 per share (the
“Stock”) of the Company specified above at the Option Exercise Price per Share specified above
subject to the terms and conditions set forth herein and in the Plan.
1. Exercisability Schedule. No portion of this Stock Option may be exercised until
such portion shall have become exercisable. Except as set forth below, and subject to the
discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the
exercisability schedule hereunder, this Stock Option shall become exercisable with respect to the
following number of Option Shares on the dates indicated, so long as the Optionee remains a
Director of the Company:
| Number of | Total Number of | |||||||
| Exercisability | Option Shares First | Option Shares | ||||||
| Date | Becoming Exercisable | Exercisable | ||||||
| (___ | %) | (___ | %) | |||||
| (___ | %) | (___ | %) | |||||
| (___ | %) | (100 | %) | |||||
In the event of the termination of the Optionee’s service as a Director because of death, this
Stock Option shall become immediately exercisable in full, whether or not otherwise exercisable at
such time. Once exercisable, this Stock Option shall continue to be exercisable at
1
any time or times prior to the close of business on the Expiration Date, subject to the
provisions hereof and of the Plan.
2. Manner of Exercise.
(a) The Optionee may exercise this Option only in the following manner: from time to time on
or prior to the Expiration Date of this Option, the Optionee may give written notice to the
Administrator of his or her election to purchase some or all of the Option Shares purchasable at
the time of such notice. This notice shall specify the number of Option Shares to be purchased.
Payment of the purchase price for the Option Shares may be made by one or more of the
following methods: (i) in cash, by certified or bank check or other instrument acceptable to the
Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that
have been purchased by the Optionee on the open market or that have been beneficially owned by the
Optionee for at least six months and are not then subject to restrictions under any Company plan;
(iii) by the Optionee delivering to the Company a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and
acceptable to the Company to pay the option purchase price, provided that in the event the Optionee
chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply
with such procedures and enter into such agreements of indemnity and other agreements as the
Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of
(i), (ii) and (iii) above. Payment instruments will be received subject to collection.
The delivery of certificates representing the Option Shares will be contingent upon the
Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and
any agreement, statement or other evidence that the Company may require to satisfy itself that the
issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any
subsequent resale of the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by previously-owned
shares of Stock through the attestation method, the number of shares of Stock transferred to the
Optionee upon the exercise of the Option shall be net of the Shares attested to.
(b) Certificates for shares of Stock purchased upon exercise of this Stock Option shall be
issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator with
all requirements under applicable laws or regulations in connection with such issuance and with the
requirements hereof and of the Plan. The determination of the Administrator as to such compliance
shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of,
or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock
Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof,
the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s name
shall have been entered as the stockholder of record on the books of the Company. Thereupon, the
Optionee shall have full voting, dividend and other ownership rights with respect to such shares of
Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at
any one time shall be 10 shares, unless the number of shares with respect to which this Stock
Option is being exercised is the total number of shares subject to exercise under this Stock Option
at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option
shall be exercisable after the Expiration Date hereof.
3. Termination of Service to the Company. If the Optionee ceases to provide services
to the Company as a Director or an employee, the period within which to exercise the Stock Option
may be subject to earlier termination as set forth below.
(a) Termination For Cause. If the Optionee ceases to be a Director or employee for
Cause, any Stock Option held by the Optionee shall immediately terminate and be of no further force
and effect. For purposes hereof, “Cause” shall mean: (i) any material breach by the Optionee of
any agreement between the Optionee and the Company; (ii) the conviction of or plea of nolo
contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material
misconduct or willful and deliberate non-performance (other than by reason of disability) by the
Optionee of the Optionee’s duties to the Company.
(b) Termination by Reason of Death. If the Optionee ceases to be a Director or
employee by reason of death, any Stock Option granted to the Optionee as a Director and held by the
Optionee at the date of death may be exercised by his or her legal representative or legatee for a
period of twelve months from the date of death or until the Expiration Date, if earlier.
(c) Other Termination. If the Optionee ceases to be a Director or employee for any
reason other than Cause or death, any Stock Option granted to the Optionee as a Director and held
by the Optionee on the date of termination or service may be exercised for a period of six months
from the date of termination or until the Expiration Date, if earlier; provided that if the
Optionee ceases to be a Director or employee by reason of voluntary retirement (as determined by
the Administrator) after the age of 58 then Options exercisable on the date of termination be
exercised for a period of twelve months from the date of termination or until the Expiration Date,
if earlier.
4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock
Option shall be subject to and governed by all the terms and conditions of the Plan. Capitalized
terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is
specified herein.
5. Transferability. This Agreement is personal to the Optionee, is non-assignable and
is not transferable in any manner, by operation of law or otherwise, other than by will or the laws
of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime,
only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.
Notwithstanding the foregoing, to the extent that any portion of this Stock Option exceeds the
$100,000 limitation described in Section 422(d) of the Internal Revenue Code of 1986, as amended
(the “Code”), such portion shall be deemed a non-qualified Stock Option and may be transferred,
upon approval of the Administrator following submission of a petition for
such transfer from the Optionee to the Administrator and the written agreement of the proposed
transferee to be bound by the terms of the Plan and this Agreement, to the Optionee’s spouse,
children (natural or adopted) or stepchildren, a trust for the sole benefit of one or more such
family members of which the Optionee is the settlor, or a family limited partnership or family
limited liability company of which the limited partners or members, as the case may be, consist
solely of one or more such family members.
6. Miscellaneous.
(a) Notice hereunder shall be given to the Company at its principal place of business, and
shall be given to the Optionee at the address set forth below, or in either case at such other
address as one party may subsequently furnish to the other party in writing.
(b) This Stock Option does not confer upon the Optionee any rights with respect to continuance
of employment by the Company or any Subsidiary.
—Signature page follows—
| For: ALERE INC. |
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| By: | ||||
| Title: Treasurer | ||||
The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by
the undersigned.
Dated: |
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| Optionee’s name and address: | ||||||