2009 STOCK INCENTIVE
PLAN
SECTION 1.
PURPOSE. The purposes of
the 2009 Stock Incentive Plan (the “Plan”) are to
encourage selected employees and Directors of IDEXX Laboratories,
Inc., a Delaware corporation (the “Company”), and its
Affiliates to acquire a vested interest in the growth and
performance of the Company, to generate an increased incentive to
contribute to the Company’s future success and prosperity,
thus enhancing the value of the Company for the benefit of
stockholders, and to enhance the ability of the Company and its
Affiliates to attract and retain individuals of exceptional talent
upon whom, in large measure, the sustained progress, growth and
profitability of the Company depends.
SECTION 2.
DEFINITIONS. As used in
the Plan, the following terms shall have the meanings set forth
below:
(a) “Affiliate”
shall mean (i) any Person that directly, or through one or
more intermediaries, controls, or is controlled by, or is under
common control with, the Company or (ii) any entity in which the
Company has a significant equity interest, as determined by the
Board.
(b) “Award”
shall mean any Option, Stock Appreciation Right, Restricted Stock
Award, dividend equivalent, Other Stock Unit Award or any other
right, interest or option relating to Shares or other property
granted pursuant to the provisions of the Plan.
(c) “Award
Agreement” shall mean any agreement, contract or other
instrument or document evidencing any Award granted by the Board
hereunder, in such form (written, electronic or otherwise) as the
Board shall determine, which may, but need not, be executed or
acknowledged by both the Company and the Participant.
(d) “Board”
shall mean the Board of Directors of the Company.
(e) “Change
in Control” shall mean the occurrence of any of the following
events:
(i) an
acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (an
“Entity”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of
either (A) the then outstanding Shares (the “Outstanding
Company Common Stock”) or (B) the combined voting power
of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the
“Outstanding Company Voting Securities”); excluding,
however, the following: (1) any acquisition directly from the
Company, other than an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted was
itself acquired directly from the Company, (2) any acquisition by
the Company, (3) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or (4) any acquisition
by any corporation pursuant to a transaction that complies with
clauses (A), (B) and (C) of
Section 2(e)(iii);
(ii) a
change in the composition of the Board on the Plan’s
effective date such that the individuals who, as of the effective
date, constitute the Board (such Board shall be hereinafter
referred to as the “Incumbent Board”) cease for any
reason to constitute at least a majority of the Board;
provided , however , that for purposes of this
definition, any individual who becomes a member of the Board
subsequent to the effective date, whose election, or nomination for
election, by the Company’s stockholders was approved by a
vote of at least a majority of those individuals who are members of
the Board and who were also members of the Incumbent Board (or
deemed to be such pursuant to this proviso) shall be considered as
though such individual were a member of the Incumbent Board; and
provided further , however , that any such
individual whose initial assumption of office occurs as a result of
or in connection with either an actual or threatened solicitation
with respect to the election of directors (as such terms are used
in Rule 14a-12(c) of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of an Entity other than the Board shall
not be so considered as a member of the Incumbent Board;
(iii) the
consummation of a merger, reorganization or consolidation or sale
or other disposition of all or substantially all of the assets of
the Company (each, a “Corporate Transaction”),
excluding however, any Corporate Transaction pursuant to which
(A) all or substantially all of the individuals and entities
who are the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Corporate Transaction will beneficially
own, directly or indirectly, more than 60% of, respectively, the
outstanding shares of common stock, and the combined voting power
of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the
corporation resulting from such Corporate Transaction (including,
without limitation, a corporation or other Person that as a result
of such transaction owns the Company or all or substantially all of
the Company’s assets either directly or through one or more
subsidiaries (a “Parent Company”)) in substantially the
same proportions as their ownership, immediately prior to such
Corporate Transaction, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be,
(B) no Entity (other than the Company, any employee benefit
plan (or related trust) of the Company, such corporation resulting
from such Corporate Transaction or, if reference was made to equity
ownership of any Parent Company for purposes of determining whether
clause (A) above is satisfied in connection with the
applicable Corporate Transaction, such Parent Company) will
beneficially own, directly or indirectly, 30% or more of,
respectively, the outstanding shares of common stock of the
corporation resulting from such Corporate Transaction or the
combined voting power of the outstanding voting securities of such
corporation entitled to vote generally in the election of directors
unless such ownership resulted solely from ownership of securities
of the Company prior to the Corporate Transaction, and
(C) individuals who were members of the Incumbent Board will
immediately after the consummation of the Corporate Transaction
constitute at least half of the members of the board of directors
of the corporation resulting from such Corporate Transaction (or,
if reference was made to equity ownership of any Parent Company for
purposes of determining whether clause (A) above is satisfied
in connection with the applicable Corporate Transaction, of the
Parent Company); or
(iv) the
approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
(f) “Code”
shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.
(g) “Compensation
Committee” shall mean the Compensation Committee of the
Board, or any successor to such committee, composed of no fewer
than two directors, each of whom is a non-employee Director within
the meaning of Rule 16b-3(b)(3) of the Exchange Act, an
“outside director” within the meaning of Section 162(m)
of the Code, or any successor provision thereto, and independent
under the rules of the NASDAQ Global Market.
(h) “Company”
shall mean IDEXX Laboratories, Inc., a Delaware
corporation.
(i) “Covered
Employee” shall mean a “covered employee” within
the meaning of Section 162(m)(3) of the Code, or any successor
provision thereto.
(j) “Director”
shall mean a member of the Board who is not an Employee.
(k) “Employee”
shall mean any employee of the Company or any Affiliate.
(l) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as
amended.
(m) “Fair
Market Value” shall mean, with respect to any property other
than Shares, the market value of such property determined by such
methods or procedures as shall be established from time to time by
the Board. Unless otherwise determined by the Board, the Fair
Market Value of Shares as of any date shall be the last reported
sales price for the Shares as reported on the NASDAQ Global Market
(or on any national securities exchange on the Shares are then
listed) for that date or, if no such price is reported for that
date, the last reported sales price on the next preceding date for
which such price was reported.
2
(n) “Incentive
Stock Option” shall mean an Option granted under
Section 6 that is intended to meet the requirements of
Section 422 of the Code or any successor provision
thereto.
(o) “Nonstatutory
Stock Option” shall mean an Option granted under
Section 6 that is not intended to be an Incentive Stock
Option.
(p) “Option”
shall mean any right granted to a Participant under the Plan
allowing such Participant to purchase Shares at such price or
prices and during such period or periods as the Board shall
determine.
(q) “Other
Stock Unit Award” shall mean any right granted to a
Participant by the Board pursuant to Section 9.
(r) “Participant”
shall mean an Employee or Director who is selected by the Board to
receive an Award under the Plan.
(s) “Person”
shall mean any individual, corporation, partnership, association,
limited liability company, joint-stock company, trust,
unincorporated organization or government or political subdivision
thereof.
(t) “Prior
Plans” shall mean the Company’s 1991 Stock Option Plan,
1998 Stock Incentive Plan, the 2000 Director Option Plan and the
2003 Stock Incentive Plan.
(u) “Restricted
Stock” shall mean any Share issued with the restriction that
the holder may not sell, transfer, pledge or assign such Share and
with such other restrictions as the Board, in its sole discretion,
may impose (including, without limitation, any restriction on the
right to vote such Share, and the right to receive any cash
dividends), which restrictions may lapse separately or in
combination at such time or times, in installments or otherwise, as
the Board may deem appropriate.
(v) “Restricted
Stock Award” shall mean an award of Restricted Stock under
Section 8.
(w) “Shares”
shall mean the shares of common stock of the Company, par value
$.10 per share.
(x) “Stock
Appreciation Right” shall mean any right granted to a
Participant pursuant to Section 7 to receive, upon exercise by
the Participant, the excess of (i) the Fair Market Value of
one Share on the date of exercise over (ii) the grant price of
the right on the date of grant, as specified by the Board in its
sole discretion, which, except in the case of Substitute Awards or
in connection with an adjustment provided in Section 4(c),
shall not be less than the Fair Market Value of one Share on such
date of grant of the right. Any payment by the Company in respect
of such right may be made in cash, Shares, other property, or any
combination thereof, as the Board, in its sole discretion, shall
determine.
(y) “Subsidiary”
shall mean any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if, at the time of
the granting of the Award, each of the corporations other than the
last corporation in the unbroken chain owns stock possessing 50% or
more of the total combined voting power of all classes of stock in
one of the other corporations in the chain.
(z) “Substitute
Awards” shall mean Awards granted or Shares issued by the
Company in assumption of, or in substitution or exchange for,
awards previously granted, or the right or obligation to make
future awards, by a company acquired by the Company or with which
the Company combines.
SECTION 3.
ADMINISTRATION.
(a) The Plan
will be administered by the Board. The Board shall have authority
to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall
deem advisable. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in
the manner and to the extent it shall deem expedient to carry the
Plan into effect and it shall be the sole and final judge of such
expediency. All decisions by the Board shall be made in the
Board’s sole discretion and shall be final and binding on all
persons having or claiming any interest in the Plan or in any
Award. No director or
3
person acting
pursuant to the authority delegated by the Board shall be liable
for any action or determination relating to or under the Plan made
in good faith.
(b) To the
extent permitted by applicable law, the Board may delegate any or
all of its powers under the Plan to one or more committees or
subcommittees of the Board (a “Committee”), at least
one of which shall be the Compensation Committee. All references in
the Plan to the “Board” shall mean the Board or a
Committee of the Board or the executive officers referred to in
Section 3(c) to the extent that the Board’s powers or
authority under the Plan have been delegated to such Committee or
executive officers.
(c) To the
extent permitted by applicable law, the Board may delegate to one
or more executive officers of the Company the power to grant Awards
to employees or officers of the Company or any of its present or
future subsidiary corporations and to exercise such other powers
under the Plan as the Board may determine, provided that the
Board shall fix the terms of the Awards to be granted by such
executive officers (including the exercise price of such Awards,
which may include a formula by which the exercise price will be
determined) and the maximum number of shares subject to Awards that
the executive officers may grant; provided further ,
however , that no executive officer shall be authorized to
grant Awards to any “executive officer” of the Company
(as defined by Rule 3b-7 under the Exchange Act) or to any
“officer” of the Company (as defined by Rule 16a-1
under the Exchange Act).
SECTION 4.
SHARES SUBJECT TO THE PLAN.
(a) Subject
to adjustment as provided in Section 4(c), as of
January 1, 2009, a total of 5,200,000 Shares shall be
authorized for issuance under the Plan. Any Shares subject to
Awards granted after December 31, 2008 under the Plan or
awards granted after December 31, 2008 under the Prior Plans
shall be counted against this limit (i) one (1) Share for
every one (1) Share subject to Awards of Options or Stock
Appreciation Rights granted under the Plan or awards of options or
stock appreciation rights granted under the Prior Plans and
(ii) two (2) Shares for every one (1) Share subject to
Awards other than Options or Stock Appreciation Rights granted
under the Plan or awards other than awards of options or stock
appreciation rights granted under the Prior Plans. If after
December 31, 2008 any Shares subject to an Award or to an
award under the Prior Plans are forfeited or if any Award or award
under the Prior Plans based on Shares is settled for cash or
expires, the Shares subject to such Award shall, to the extent of
such forfeiture, cash settlement or expiration, again be available
for Awards under the Plan. Notwithstanding anything to the contrary
contained herein, the following Shares shall not be added to the
Shares authorized for grant under paragraph (a) of this
Section: (i) Shares tendered by the Participant or withheld by
the Company in payment of the purchase price of an Option,
(ii) Shares tendered by the Participant or withheld by the
Company to satisfy any tax withholding obligation with respect to
an Award, and (iii) Shares subject to a Stock Appreciation
Right that are not issued in connection with the stock settlement
of the Stock Appreciation Right on exercise thereof. Substitute
Awards shall not reduce the Shares authorized for issuance under
the Plan or authorized for grant to a Participant in any calendar
year under Section 11(e). In the event that a company acquired
by the Company or with which the Company combines has shares
available under a pre-existing plan not adopted in contemplation of
such acquisition or combination, the shares available for grant
pursuant to the terms of such pre-existing plan (as adjusted, to
the extent appropriate, using the exchange ratio or other
adjustment or valuation ratio or formula used in such acquisition
or combination to determine the consideration payable to the
holders of common stock of the entities party to such acquisition
or combination) may be used for Awards (other than Incentive Stock
Options) under the Plan and shall not reduce the Shares authorized
for issuance under the Plan; provided that Awards using such
available shares shall not be made after the date awards or grants
could have been made under the terms of the pre-existing plan,
absent the acquisition or combination, and shall only be made to
individuals who were not Employees or Directors of the Company or
an Affiliate prior to such acquisition or combination. Any Shares
that again become available for grant pursuant to this Section
after December 31, 2008 shall be added back as (i) one
(1) Share if such Shares were subject to Options or Stock
Appreciation Rights granted under the Plan or options or stock
appreciation rights granted under the Prior Plans, and (ii) as
two (2) Shares if such Shares were subject to Awards other
than Options or Stock Appreciation Rights granted under the Plan or
awards other than options or stock appreciation rights granted
under the Prior Plans.
(b) Any
Shares issued hereunder may consist, in whole or in part, of
authorized and unissued shares, treasury shares or shares purchased
in the open market or otherwise.
4
(c) In the
event of any merger, reorganization, consolidation,
recapitalization, stock dividend, extraordinary cash dividend,
stock split, reverse stock split, spin-off or similar transaction
or other change in corporate structure affecting the Shares, the
Board shall make appropriate and equitable adjustments and other
substitutions to the Plan and to Awards, including, without
limitation, such adjustments in the aggregate number, class and
kind of securities that may be delivered under the Plan, in the
aggregate or to any one Participant, in the number, class, kind and
option or exercise price of securities subject to outstanding
Options, Stock Appreciation Rights or other Awards granted under
the Plan, and in the number, class and kind of securities subject
to Awards granted under the Plan (including, if the Board deems
appropriate, the substitution of similar options to purchase the
shares of, or other awards denominated in the shares of, another
company) as the Board may determine in its sole discretion;
provided , however , that the number of Shares
subject to any Award shall always be a whole number.
SECTION 5.
ELIGIBILITY. Any Employee
or Director shall be eligible to be selected as a Participant;
provided , however , that Incentive Stock Options
shall only be awarded to Employees of the Company or a Subsidiary
of the Company.
SECTION 6.
STOCK OPTIONS. Options
may be granted hereunder to Participants either alone or in
addition to other Awards granted under the Plan. Any Option granted
under the Plan shall be evidenced by an Award Agreement in such
form as the Board may from time to time approve. Any such Option
shall be subject to the following terms and conditions and to such
additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Board shall deem
desirable:
|
