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Stock Option Agreement > INVERNESS MEDICAL INNOVATIONS, INC. 2001 STOCK OPTION AND INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS
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INVERNESS MEDICAL INNOVATIONS,
INC.
2001 STOCK OPTION AND INCENTIVE
PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
NON-QUALIFIED STOCK OPTION
AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
INVERNESS MEDICAL INNOVATIONS,
INC.
2001 STOCK OPTION AND INCENTIVE PLAN
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Option Exercise
Price Per Share:
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Pursuant to the
Inverness Medical Innovations, Inc. 2001 Stock Option and Incentive
Plan (the “Plan”) as amended through the date hereof,
Inverness Medical Innovations, Inc. (the “Company”)
hereby grants to the Optionee named above, who is a member of the
Board of Directors of the Company (a “Director”) but is
not an employee of the Company, an option (the “Stock
Option”) to purchase, on or prior to the Expiration Date
specified above, all or part of the number of Option Shares of
Common Stock, par value $0.001 per share (the “Stock”)
of the Company specified above at the Option Exercise Price per
Share specified above subject to the terms and conditions set forth
herein and in the Plan.
1.
Exercisability Schedule . No portion of this Stock Option
may be exercised until such portion shall have become exercisable.
Except as set forth below, and subject to the discretion of the
Administrator (as defined in Section 2 of the Plan) to
accelerate the exercisability schedule hereunder, this Stock Option
shall become exercisable with respect to the following number of
Option Shares on the dates indicated, so long as the Optionee
remains a Director of the Company:
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Number of
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Total Number of
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Exercisability
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Option Shares First
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Option Shares
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Date
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Becoming Exercisable
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Exercisable
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(—
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%)
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(—
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%)
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(—
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%)
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(—
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%)
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(—
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%)
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(100
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%)
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In the event of
the termination of the Optionee’s service as a Director
because of death, this Stock Option shall become immediately
exercisable in full, whether or not otherwise exercisable at such
time. Once exercisable, this Stock Option shall continue to be
exercisable at
any time or
times prior to the close of business on the Expiration Date,
subject to the provisions hereof and of the Plan.
(a) The
Optionee may exercise this Option only in the following manner:
from time to time on or prior to the Expiration Date of this
Option, the Optionee may give written notice to the Administrator
of his or her election to purchase some or all of the Option Shares
purchasable at the time of such notice. This notice shall specify
the number of Option Shares to be purchased.
Payment of the
purchase price for the Option Shares may be made by one or more of
the following methods: (i) in cash, by certified or bank check
or other instrument acceptable to the Administrator;
(ii) through the delivery (or attestation to the ownership) of
shares of Stock that have been purchased by the Optionee on the
open market or that have been beneficially owned by the Optionee
for at least six months and are not then subject to restrictions
under any Company plan; (iii) by the Optionee delivering to
the Company a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the
Company cash or a check payable and acceptable to the Company to
pay the option purchase price, provided that in the event the
Optionee chooses to pay the option purchase price as so provided,
the Optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity and other agreements as the
Administrator shall prescribe as a condition of such payment
procedure; or (iv) a combination of (i), (ii) and
(iii) above. Payment instruments will be received subject to
collection.
The delivery of
certificates representing the Option Shares will be contingent upon
the Company’s receipt from the Optionee of full payment for
the Option Shares, as set forth above and any agreement, statement
or other evidence that the Company may require to
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