Exhibit 10.2
2009 Incentive Plan Nonstatutory
Stock Option Agreement
We are pleased to inform you that
you have been granted an option to purchase common stock of
PerkinElmer, Inc. (“ PerkinElmer ”).
This agreement evidences the grant
by PerkinElmer on [GRANT DATE] (the “ Date of Grant
”) to [NAME OF EMPLOYEE] (“ You ” or the
“ Participant ”), of an option to purchase, in
whole or in part, on the terms provided herein and in the
Company’s 2009 Incentive Plan (the “ Plan
”), a total of [NUMBER] shares of common stock of the Company
at $[EXERCISE PRICE] per share. Unless earlier terminated, this
option shall expire at 5:00 pm Eastern time on [EXPIRATION DATE]
(the “ Last Date to Exercise ”).
Your grant has been made under the
Plan which, together with the terms contained herein, establish the
terms and conditions of your grant (the “Agreement”).
The terms of the Plan are incorporated herein by reference. A copy
of the Plan has been furnished to you electronically, and is
accessible along with this Agreement. Please review the Plan
carefully.
Vesting:
[VESTING TERMS]. Your option may
also vest in connection with a Change in Control Event as described
below.
Exercise:
You may exercise this option, in
whole or in part, to purchase a whole number of vested shares at
any time, by following the exercise procedures set up by the
Company. All exercises must take place by the Last Date to
Exercise, or such earlier date as is set forth below following your
death, disability or your ceasing to be an employee, or a Change in
Control Event. The number of shares you may purchase as of any date
cannot exceed the total number of shares vested by that date, less
any shares you have previously acquired by exercising this
option.
Employment
Requirements:
In the event of your termination of
employment, retirement, death or total disability, then, subject to
the terms described below under “Consequences of a Change in
Control”, the following terms apply:
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If your employment is terminated
by the Company without cause pursuant to Section 5(f) of your
employment agreement with the Company, you will be able to exercise
your stock options that are vested as of your last day of
employment through the earlier of the option’s Last Date to
Exercise or the first anniversary of the date your employment with
the Company terminates
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If you terminate your employment
at or after age 55 and you have 10 years of service at the time of
your termination (any termination subject to this bulleted
paragraph, “retirement”, and which, for the avoidance
of doubt, shall not include any termination of your employment
referenced in the bulleted paragraph immediately below), you will
be able to exercise your stock options that are vested as of your
last day of employment through the earlier of the option’s
Last Date to Exercise or three (3) years after your last day
of employment. All unvested stock options as of your last day of
employment will be cancelled as of the close of business on your
last day of employment.
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If your employment is terminated
due to your death or total disability as determined under the
Company’s long term disability program, your unvested options
become 100% vested as of your last day of employment. You, in the
event of your total disability, or your estate, in the event of
your death, have until the earlier of the option’s Last Date
to Exercise or one (1) year after your last day of employment
to exercise your options.
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If your employment is terminated
and such termination is other than (i) by the Company without
cause or (ii) by reason of retirement (as defined below),
death, or total disability, you will be able to exercise your stock
options that are vested as of your last day of employment through
the earlier of the option’s Last Date to Exercise or three
(3) months after your last day of employment. All unvested
stock options as of your last day of employment will be cancelled
as of the close of business on your last day of
employment.
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The option may be transferred to
your child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing
your household (other than a tenant or employee), a trust in which
these persons have more than fifty percent of the beneficial
interest, a foundation in which these persons (or you) control the
management of assets, any other entity in which these persons (or
you) own more than fifty percent of the voting interests. The
transferee shall be subject to all the terms and conditions
applicable to this option prior to the transfer. The transfer shall
not be effective until you have
