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Exhibit 4.1
DIRECTOR STOCK OPTION
AGREEMENT
Under The 2007 Equity
Incentive Plan
Of Forest Laboratories, Inc.
In consideration of
services to be rendered by you (the "Optionee") to Forest
Laboratories, Inc., a Delaware corporation (the "Company"), as a
non-employee director of the Company, you have been granted an
option (the "Option") under the Company’s 2007 Equity
Incentive Plan (the "2007 Plan"), which is incorporated herein by
reference, to purchase from the Company a number of shares of
Common Stock of the Company (the "Shares") at the price per Share
as listed on the Optionee’s option grant information page
(the "Information Page") on the website of the Stock Plan
Administrator (as defined in Section 8 below) subject to the terms
and conditions of this Agreement and the 2007 Plan.
1. OPTION
TERMS. The date of grant, the maximum number of Shares the
Option entitles the Optionee to purchase, the option exercise price
per Share and the date or dates on which the Option will vest (
i.e. , will become first exercisable) are identified on the
Information Page. No options granted under this Agreement shall
qualify as incentive stock options and as a result all such options
shall be non-incentive stock options ("non-ISOs").
2. TERM OF OPTION
AND EXERCISABILITY. The Option shall expire ten years from the
date of the grant and, subject to the provisions of Paragraph 4
hereof, shall become first exercisable as to the Shares covered by
the Option in one or more installments on the dates listed on the
Information Page. Notwithstanding the foregoing, the Option may not
be exercised as to less than 100 Shares at any time (or the
remaining Shares covered by the Option, if less than 100 Shares);
and the Option may not be exercised until fulfillment of all
applicable conditions precedent referred to in Paragraph 5 hereof.
The exercise price of the Option shall be paid in full in cash at
the time of exercise or as set forth in clause (c) or (d) of
Paragraph 3 hereof.
3. METHOD OF
EXERCISING OPTION. The Option may be exercised by the Optionee
(or his or her permitted transferee as set forth in Paragraph 6
hereof) by calling the Stock Plan Administrator or by accessing the
Stock Plan Administrator’s online benefit website. The Option
exercise shall specify the number of Shares as to which the Option
is being exercised. Payment of the exercise price for all of the
Shares as to which the Option is being exercised may be made: (a)
by wire transfer, check or money order payable to the order of the
Stock Plan Administrator, (b) if permitted under the
Company’s policies then in effect, by authorizing the Stock
Plan Administrator to sell on behalf of the Optionee some or all of
the Shares to be acquired upon the exercise of the Option and to
remit to the Company a sufficient portion of the sale proceeds to
pay the exercise price for all of the Shares as to which the Option
is being exercised, any withholding or employment taxes and all
applicable fees, including brokerage fees , resulting from
such exercise and sale, (c) (subject to the following sentence) by
delivering Shares having a fair market value (as determined by the
"Committee," as defined in Paragraph 13 hereof) as of the day
preceding the exercise date equal to the exercise price for all of
the Shares as to which the Option is being exercised, either by
delivering physical certificates duly endorsed in blank for
transfer to the Company or by submitting certificates by
attestation, or (d) by a combination of (i) cash and (ii)
Shares as described in clause (c) above. Notwithstanding anything
to the contrary contained herein, Shares used in payment of the
exercise price of the Option must (1) have been acquired by the
Optionee for cash in the open market at least six months prior to
the Option exercise date, or (2) if acquired pursuant to a Stock
Grant granted under any equity incentive plan of the Company,
including the 2007 Plan, must be owned by the Optionee and all
conditions applicable to such Shares pursuant to the Stock Grant
must have been satisfied at least six months prior to the Option
exercise date, or (3) if acquired from the Company by settlement of
a Restricted Stock Unit, or by exercise of an option, Stock
Appreciation Right, or other similar award, must have been owned by
the Optionee for a period of at least six months prior to the
Option exercise date.
Promptly following
the Option exercise, the Stock Plan Administrator will instruct the
Company’s transfer agent and stock registrar to deliver for
the account of the Optionee (or his or her permitted transferee)
the number of Shares with respect to which the Option was
exercised, less the number of Shares sold for purposes of payment
pursuant to clause (b) above and less the number of Shares
delivered to the Company by attestation pursuant to clause (c) or
(d) above. The Optionee shall not have any of the rights of a
stockholder with respect to the Shares issuable upon exercise of
the Option until the Shares shall have been issued. In the event
the Option shall be exercised (if permitted hereunder) by a person
other than the Optionee, such permitted transferee shall provide
appropriate proof of his or her right to exercise the Option to the
Stock Plan Administrator in accordance with its policies and
procedures. Shares issued upon the exercise of the Option as
provided herein shall be fully paid and non-assessable.
4. TERMINATION OF
SERVICE. In the event that the Optionee ceases to serve as a
director of the Company for any reason, the Option shall be
exercisable (but only to the extent that the Option was vested and
therefore exercisable at the time he or she ceased to so serve as a
director) for the remainder of the Option term. Nothing in this
Agreement shall confer upon the Optionee any right to be nominated
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