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Exhibit
10.25
NON-QUALIFIED STOCK OPTION
AGREEMENT
For «Shares»
Shares
To Purchase Common Stock
of
THE COOPER COMPANIES,
INC.
Issued Pursuant to The Cooper
Companies, Inc.
2006 Long Term Incentive
Plan
for Non-Employee Directors
(the “Plan”)
THIS CERTIFIES that on
November 1, 20 [Non-Employee Director]
(the “Holder”), was granted an option (the
“Option”) to purchase at the price of $[Fair Market
Value calculated as the high and low of the trading prices for the
Company’s common stock on the date of grant] per share (the
“Option Price”) all or any part of [Ten Thousand
(10,000)] [Eleven Thousand Four Hundred (11,400)] fully paid and
non-assessable shares (the “Shares”) of the common
stock, par value $.10 per share, of The Cooper Companies, Inc. (the
“Company”), upon and subject to the following terms and
conditions:
Unless otherwise indicated
herein to the contrary, capitalized terms used in this
Non-Qualified Stock Option Agreement shall have the same meanings
as set forth in the Plan.
1. Expiration . The
Option shall expire on [the tenth anniversary of the date of grant]
(the “Expiration Date”).
2. Transferability of
Options . The Option may be exercised or surrendered during the
Holder’s lifetime only by the Holder. This Option shall be
non-transferable and non-assignable by the Holder other than by
will or the laws of descent and distribution, with the exception
that the Holder may, subject to the same conditions and procedures
as the Committee may establish, transfer the Option for estate or
tax planning purposes to trusts in which the Holder has at least a
50% interest or foundations in which the Holder controls the
management of the assets, so long as such transfer is without
consideration and the trust takes the Option subject to the same
restrictions as the Holder. Shares acquired upon exercise may not
be transferred earlier than six months following the date the
Option was granted.
3. Vesting . The
Option shall vest and become exercisable when the average of the
closing prices of a share of common stock of the Company on the
principal stock exchange or market on which the shares are traded
(composite quotations, rounded to the nearest whole cent) during
any 30 consecutive trading days occurring after [date of grant]
equals or exceeds $[fair market value which is 10% higher than
option price], such amount being hereinafter referred to as the
“Price Level.” In the event that the Average Price
attains the Price Level and subsequently falls below such Price
Level, the Holder shall continue to have the right to exercise the
Option.
In addition to the foregoing,
on [fifth anniversary of grant date] if any portion of the Option
has not vested and become exercisable, it shall become exercisable
at that time.
Notwithstanding the preceding
paragraphs in this Section 3, the Company may require the
Holder to delay exercising this Option if such exercise would
result in an ownership change within the meaning of
Section 382 of the Internal Revenue Code of 1986, as amended
(the “Code”) or if, in the discretion of the Company,
such exercise, when viewed in conjunction with the potential
exercise of all other outstanding options (within the meaning of
Treasury Regulation Section 1.382-4(d)(9)) to acquire Stock of
the Company as well as the effect of other transactions involving
the issuance of Stock contemplated by the Company, would tend to
result in such an ownership change. In the event such a
delay
1
would extend beyond the expiration of
the Option or the expiration of the Holder’s rights to
exercise the Option following cessation of service as a Director,
the Holder may conditionally exercise the Option in accordance with
the terms and procedures set forth on Exhibit A hereto.
4. Exercise . So long
as the Option is exercisable, the Option shall be exercised by the
delivery of a written notice of exercise in the form attached as
Exhibit B hereto duly signed by the Holder, together with the full
purchase price of the Shares being purchased pursuant to the
exercise of the Option, to the Company on any business day, at the
Company’s principal office.
In addition to the deferral
rights described in Section 3 above, the Committee may
condition the exercise of the Option or the issuance or delivery of
the Shares upon the listing, registration or qualification of the
Shares upon a securities exchange or under applicable securities
laws. All certificates for Shares delivered under the Option shall
be subject to such stock transfer order and other restrictions as
the Committee may deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission, any
stock exchange upon which the Stock is then listed and any
applicable Federal or state securities law. The Committee may cause
a legend or legends to be placed on any such certificates to make
appropriate reference to such restrictions.
5. Payment . Payment
for the Shares purchased pursuant to the exercise of the Option
shall be made in full at the time of the exercise of the Option by
any one or more of the following methods: (a) in cash, check,
note or such other instrument as the Committee may accept,
(b) if the Committee so determines in its sole discretion, by
the Holder duly endorsing over to the Company shares of Stock which
the Holder has beneficially owned for at least six months (which
Shares shall be valued at their fair market value as of the date
the Option is exercised), or (c) any combination of such
methods of payment, which together amount to the full exercise
price of the Shares as to which th
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