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Exhibit 10.4
1996 STOCK INCENTIVE PLAN OF BIOSITE DIAGNOSTICS INCORPORATED:
NONSTATUTORY STOCK OPTION AGREEMENT
Biosite Diagnostics Incorporated, a Delaware corporation (the "Company"),
hereby grants an option to purchase shares of its common stock to the optionee
named below. The terms and conditions of the option are set forth in this
cover sheet, in the attachment and in the 1996 Stock Incentive Plan of Biosite
Diagnostics Incorporated (the "Plan").
Date of Option Grant: ___________ ___, 199__
Name of Optionee: ____________________________
Optionee's Social Security Number: ____-___-_____
Number of Shares of Company Common Stock Covered by Option:
Exercise Price per Share: $__.____
Vesting Start Date: ___________ ___, 199__
BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS
AND CONDITIONS DESCRIBED IN THE ATTACHMENT AND IN THE PLAN.
Optionee: _________________________________
(Signature)
Company: ______________________________________
(Signature)
Title: ___________________________
Attachment
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1996 STOCK INCENTIVE PLAN OF BIOSITE DIAGNOSTICS INCORPORATED:
NONSTATUTORY STOCK OPTION AGREEMENT
NONSTATUTORY STOCK OPTION This option is not intended to be
an incentive stock option under
section 422 of the Internal
Revenue Code.
VESTING Your right to exercise this option
shall become exercisable on a
daily basis over a four-year
period starting on the Vesting
Start Date, as shown on the cover
sheet. Except as provided below,
your vested shares of Company
Common Stock shall be determined
by multiplying your days of
Service since the Vesting Start
Date by .000684931 and by the
number of shares of Company Common
Stock covered by this option, as
shown on the cover sheet. The
resulting number of shares will be
rounded to the nearest whole
number. Notwithstanding the
foregoing, no part of this option
is exercisable until you have
completed six consecutive months
of Service. "Service" means your
service as an employee, director,
consultant or advisor of the
Company or any affiliated company.
No additional shares become
exercisable after your Company
service has terminated for any
reason.
TERM Your option will expire in any
event at the close of business at
Company headquarters on the day
before the 10th anniversary of the
Date of Option Grant, as shown on
the cover sheet. (It will expire
earlier if your Service
terminates, as described below.)
REGULAR TERMINATION If your Service terminates for any
reason except death or total and
permanent disability, then your
option will expire at the close of
business at Company headquarters
on the 90th day after your
termination date.
The Company determines when your
service terminates for this
purpose.
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DEATH If you die while still in Service,
then your option will expire at
the close of business at Company
headquarters on the date 12 months
after the date of death. During
that 12-month period, your estate,
heirs or designated beneficiary
may exercise the vested portion of
your option.
DISABILITY If your Service terminates because
of your total and permanent
disability, then your option will
expire at the close of business at
Company headquarters on the date
12 months after your termination
date. During that 12-month
period, you may exercise the
vested portion of your option.
"Total and permanent disability"
means that you are unable to engage
in any substantial gainful activity
by reason of any medically
determinable physical or mental
impairment which can be expected
to result in death or which has
lasted, or can be expected to
last, for a continuous period of
not less than one year.
LEAVES OF ABSENCE For purposes of this option,
Service does not terminate when
you go on a military leave, a sick
leave or another bona fide leave
of absence, if the leave was
approved by the Company in
writing. But Service terminates
immediately when the approved
leave ends, unless you immediately
return to Service. Service
terminates in any event when the
approved leave ends, unless you
immediately return to Service.
RESTRICTIONS ON EXERCISE The Company will not permit you to
exercise this option if the
issuance of shares at that time
would violate any law or
regulation.
NOTICE OF EXERCISE When you wish to exercise this
option, you must notify the
Company by filing the proper
"Notice of Exercise" form at the
address given on the form. Your
notice must specify how many
shares you wish to purchase. Your
notice must also specify how your
shares should be registered (in
your name only or in your and your
spouse's names as community
property or as joint tenants with
right of survivorship). The
notice will be effective when it
is received by the Company.
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If someone else wants to exercise
this option after your death, that
person must prove to the Company's
satisfaction that he or she is
entitled to do so.
FORM OF PAYMENT When you submit your notice of
exercise, you must include payment
of the option price for the shares
you are purchasing. Payment may
be made in one (or a combination
of two or more) of the following
forms:
o Your personal check, a cashier's
check or a money order.
o Certificates for Company stock
that you have owned for at
least six months, along with
any forms needed to effect a
transfer of the shares to the
Company. The value of the
shares, determined as of the
effective date of the option
exercise, will be applied to
the option price.
o Irrevocable directions to a
securities broker approved by
the Company to sell your
option shares and to deliver
all or a portion of the sale
proceeds to the Company in
payment of the option price.
(The balance of the sale
proceeds, if any, will be
delivered to you.) The
directions must be given by
signing a special "Notice of
Exercise" form provided by
the Company.
WITHHOLDING TAXES You will not be allowed to
exercise this option unless you
make acceptable arrangements to
pay any withholding taxes that may
be due as a result of the option
exercise.
RESTRICTIONS ON RESALE By signing this Agreement, you
agree not to sell any option
shares at a time when applicable
laws or Company policies prohibit
a sale. This restriction will
apply as long as you are in the
Service of the Company (or a
subsidiary).
TRANSFER OF OPTION Prior to your death, only you may
exercise this option. You cannot
transfer or assign this option.
For instance, you may not sell
this option or use it as security
for a loan. If you attempt to do
any of these things, this option
will immediately become invalid.
You may, however, dispose of this
option in your will.
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TRANSFER OF OPTION Prior to your death, only you may
exercise this option. You cannot
transfer or assign this option.
For instance, you may not sell
this option or use it as security
for a loan. If you attempt to do
any of these things, this option
will immediately become invalid.
You may, however, dispose of this
option in your will.
RETENTION RIGHTS Your option or this Agreement do
not give you the right to be
retained by the Company (or any
subsidiaries) in any capacity.
The Company (and any subsidiaries)
reserve the right to terminate
your service at any time, with or
without cause.
STOCKHOLDER RIGHTS You, or your estate or heirs, have
no rights as a stockholder of the
Company until a certificate for
your option shares has been
issued. No adjustments are made
for dividends or other rights if
the applicable record date occurs
before your stock certificate is
issued, except as described in the
Plan.
ADJUSTMENTS In the event of a stock split, a
stock dividend or a similar change
in Company stock, the number of
shares covered by this option and
the exercise price per share may
be adjusted pursuant to the Plan.
APPLICABLE LAW This Agreement will be interpreted
and enforced under the laws of the
State of California.
THE PLAN AND OTHER AGREEMENTS The text of the Plan is
incorporated in this Agreement
by reference.
This Agreement and the Plan
constitute the entire understanding
between you and the Company
regarding this option. Any
prior agreements, commitments
or negotiations concerning this
option are superseded.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
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