Exhibit 10.4
2009 Incentive Plan Nonstatutory
Stock Option Agreement
Non-Employee Director
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 DIRECTOR] (“ 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 will
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. 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.
Service
Requirements:
In the event of your cessation of
service as a director, the following terms apply:
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If your service as a director
ceases for reasons other than 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 service as a
director through the earlier of the option’s Last Date to
Exercise or three (3) months from your last day of service as
a director. All unvested stock options will be
cancelled.
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If you terminate your service as
a director after attainment of age 55 and you have had 10 years of
service as a director at the time of your termination of service,
your options will become 100% vested and you will be able to
exercise your vested stock options the earlier of the
option’s Last Date to Exercise or three (3) years from
the effective date of termination.
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If your service as a director is
terminated due to your death or total disability, your unvested
options become 100% vested. You, in the event of your total
disability, or your estate, in the event of your death, have the
until the earlier of the option’s Last Date to Exercise or
one (1) year after your last day of service as a director to
exercise your options.
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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 notified the Company in writing
that the transfer has occurred. Except as provided herein, this
option shall not be assignable or transferable by the person to
whom it is granted, either
