EMPLOYEE STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is made as of the 1st day of March, 2002,
between Life Sciences Research, Inc., a Maryland corporation (hereinafter called
the "Corporation"), and Xxxxx Xxxx, 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 as follows:
Fifty (50%) Percent of the Option herein granted (for up to 50,000 shares) shall
vest and may be exercised on or after the date hereof, and the remaining Fifty
(50%) Percent of the Option herein granted (for up to 50,000 shares) shall vest
and may be exercised on or after March 1, 2003 (unless terminated earlier
pursuant to paragraph 6 hereof).
2. Purchase Price. The purchase price of the Shares covered by the Option
shall be One Dollar and Fifty Cents ($1.50) per Share.
3. Term of Option. Subject to paragraph 8 hereof, the Option granted hereby
shall be exercisable as to 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,
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 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
/s/ Xxxxx Xxxx
------------------------------
Name: Xxxxx Xxxx
LIFE SCIENCES RESEARCH, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chairman and Chief Executive Officer
EMPLOYEE STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is made as of the 1st day of March, 2002,
between Life Sciences Research, Inc., a Maryland corporation (hereinafter called
the "Corporation"), and Xxxxx Xxxx, 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 as follows:
Fifty (50%) Percent of the Option herein granted (for up to 50,000 shares) shall
vest and may be exercised on or after the date hereof, and the remaining Fifty
(50%) Percent of the Option herein granted (for up to 50,000 shares) shall vest
and may be exercised on or after March 1, 2003 (unless terminated earlier
pursuant to paragraph 6 hereof).
2. Purchase Price. The purchase price of the Shares covered by the Option
shall be One Dollar and Fifty Cents ($1.50) per Share.
3. Term of Option. Subject to paragraph 8 hereof, the Option granted hereby
shall be exercisable as to 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, 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 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
/s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
LIFE SCIENCES RESEARCH, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chairman and Chief Executive Officer
