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Exhibit
10.33
UK APPROVED STOCK
OPTION
For [number of shares]
Shares
To Purchase Common Stock
of
THE COOPER COMPANIES,
INC.
Issued Pursuant to Schedule A
of The Cooper Companies, Inc.
2007 Long Term Incentive Plan
(“the Plan”)
THIS CERTIFIES that on [date
of grant] [Name] (the “Holder”) was granted an option
(the “Option”) to purchase at the price of $[100% of
Fair Market Value defined as the closing price of the
Company’s stock on the date of grant] per share (the
“Option Price”) all or any part of [Number of shares]
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 Option
Certificate shall have the same meanings as set forth in the
Plan.
1. Expiration . The
Option shall expire on [tenth anniversary of date of grant] (the
“Expiration Date”).
2. Non-Transferable .
The Option may be exercised during the Holder’s lifetime only
by the Holder. This Option shall be non-transferable and
non-assignable by the Holder other than to his personal
representatives.
3. Vesting . The
Option vests in equal portions on the earlier of: (i) each of
the first four anniversaries of the date of grant, or (ii) the
date when Average Closing Price reaches specified target amounts as
follows:
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(a) |
one-fourth shall vest on the earlier of [first anniversary of
the date of grant] or the date when the Average Closing Price of
the Company’s stock achieves $[fair market value which is 12%
higher than option price]; |
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(b) |
one-fourth shall vest on the earlier of [second anniversary of
the date of grant] or the date when the Average Closing Price of
the Company’s stock achieves $[fair market value which is 20%
higher than option price]; |
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(c) |
one-fourth shall vest on the earlier of [third anniversary of
the date of grant] or the date when the Average Closing Price of
the Company’s stock achieves $[fair market value which is 30%
higher than option price]; |
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(d) |
one-fourth shall vest on the earlier of [fourth anniversary of
the date of grant] or the date when the Average Closing Price of
the Company’s stock achieves $[fair market value which is 40%
higher than option price]. |
Additionally, the options
shall only vest if the Holder is employed by or a consultant of the
Company when the specified target criteria have been met. The
Holder shall forfeit the unvested portion of the Option and such
option shall terminate and be cancelled at the time the Holder
ceases to be an employee of or consultant to the Company, any
Subsidiary or any Affiliate, in accordance with Section 8 of
this Agreement.
1
For purposes of this
Section 3, Average Closing Price shall mean the average of the
closing prices of a share of common stock of the Company on the New
York Stock Exchange (composite quotations, rounded to the nearest
whole cent) for the days on which the common stock is so traded,
during any 30 consecutive calendar day period commencing on the
date the stock target is first achieved.
4. Exercise . The
Option shall be exercised by the delivery, not less than one
business day prior to the intended date of exercise, of a written
notice of exercise in the form attached as Exhibit A hereto duly
signed by the Holder, to the Company on any business day, at the
Company’s principal office.
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 at
the election of the Holder (i) by cash, check, wire transfer,
or (ii) by such other method of payment (including a broker
initiated cash-less exercise) which has received the prior written
approval of HM Revenue and Customs. The Company shall not make
loans to any option holder for payment of the purchase price of
stock options.
6. Delivery of Shares and
Remaining Option . Promptly after the Holder exercises the
Option and makes full payment of the Option Price with respect to
the Shares purchased pursuant to such exercise, the Company shall
cause to be issued to the Holder or such other person as he/she may
elect, the Shares purchased pursuant to the exercise of the Option.
Unless the Holder requests in writing for a certificate to be
issued, the Shares issuable upon exercise of the Option shall be
held in book form or in a brokerage account designated by the
Committee.
7. Income Tax . No
later than the date as of which an amount first becomes taxable
income of the Holder with respect to the Option, the Holder shall
pay to the Company, or make arrangements satisfactory to the
Committee regarding the payment of, any income tax and National
Insurance contributions required by law to be withheld with respect
to such amount. The obligations of the Company under the Option
shall be conditional on such payment or arrangements and the
Company and its Subsidiaries or Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Holder.
8. Termination of
Employment . If the Holder ceases to be an employee of or
consultant to the Company or any Subsidiary or Affiliate, then the
vested portion of the Option may be exercised
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