2003 Stock Option Plan - Bio-Rad Laboratories Inc.
THE 2003 STOCK OPTION PLAN
OF
BIO-RAD LABORATORIES, INC.
Bio-Rad Laboratories, Inc., a Delaware corporation, has adopted
The 2003 Stock Option Plan of Bio-Rad Laboratories, Inc. (the "Plan"),
effective April 29, 2003, for the benefit of its eligible Employees.
The purposes of the Plan are as follows:
(1) To provide an additional incentive for Employees to further
the growth, development and financial success of the Company by personally
benefiting through the ownership of Company stock and/or rights which recognize
such growth, development and financial success.
(2) To enable the Company and its Subsidiaries to obtain and retain
the services of Employees considered essential to the long range success of the
Company by offering them an opportunity to own stock in the Company and/or
rights which will reflect the growth, development and financial success of the
Company.
ARTICLE I.
DEFINITIONS
1.1 General. Whenever the following terms are used in the Plan
they shall have the meanings specified below, unless the context clearly
indicates otherwise.
1.2 Administrator. "Administrator" shall mean the entity that
conducts the general administration of the Plan as provided herein.
1.3 Board. "Board" shall mean the Board of Directors of the
Company.
1.4 Change in Control. "Change in Control" shall mean a change
in ownership or control of the Company effected through any of the following
transactions:
(a) any person or related group of persons (other than the
Company or a person that, prior to such transaction, directly or
indirectly controls, is controlled by, or is under common control
with, the Company) directly or indirectly acquires beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange
Act) of securities possessing more than fifty percent (50%) of
the total combined voting power of the Company's outstanding
securities pursuant to a tender or exchange offer for securities
of the Company;
(b) a merger or consolidation of the Company with any other
corporation (or other entity), other than a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being
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converted into voting securities of the surviving entity or
another entity) more than 50% of the combined voting power of the
voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or
(c) the sale or disposition by the Company of all or
substantially all of the Company's assets.
1.5 Code. "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time.
1.6 Committee. "Committee" shall have the meaning ascribed to
it in Section 7.1.
1.7 Common Stock. "Common Stock" shall mean the Class A or
Class B Common Stock of the Company, par value $0.0001 per share.
1.8 Company. "Company" shall mean Bio-Rad Laboratories,
Inc., a Delaware corporation.
1.9 DRO. "DRO" shall mean a domestic relations order as
defined by the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder.
1.10 Employee "Employee" shall mean any officer or other
employee (as defined in accordance with Section 3401(c) of the
Code) of the Company, or any Subsidiary.
1.11 Exchange Act. "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.
1.12 Fair Market Value. "Fair Market Value" shall mean, as of
any date, the value of the Common Stock determined as follows:
(a) If the Common Stock is listed on any established stock
exchange or traded on The Nasdaq National Market or the Nasdaq
SmallCap Market, the Fair Market Value of a share of Common
Stock shall be the closing sales price for such stock (or the
average of the closing bid and ask, if no sales were reported)
as quoted on such exchange or market (or the exchange or market
with the greatest volume of trading in the Common Stock) on the
last market trading day prior to the day of determination, as
reported by The Nasdaq Stock Market or such other source as the
Board deems reliable.
(b) In the absence of such markets for the Common Stock,
the Fair Market Value shall be determined in good faith by the
Board.
1.13 Holder. "Holder" shall mean a person who has been granted
an Option.
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1.14 Incentive Stock Option. "Incentive Stock Option" shall mean
an Option which conforms to the applicable provisions of Section 422 of the
Code and which is designated as an Incentive Stock Option by the Administrator.
1.15 Non-Qualified Stock Option."Non-Qualified Stock Option"
shall mean an Option not intended to qualify or not designated by the
Administrator as an Incentive Stock Option.
1.16 Option. "Option" shall mean a stock option granted under
Article IV of the Plan. An Option granted under the Plan shall, as determined
by the Administrator, be either a Non-Qualified Stock Option or an Incentive
Stock Option.
1.17 Option Agreement. "Option Agreement" shall mean a written
agreement executed by an authorized officer of the Company and the Holder,
which shall contain such terms and conditions with respect to an Option,
as the Administrator shall determine, consistent with the Plan.
1.18 Option Limit. "Option Limit" shall mean two hundred
twenty-five thousand (225,000) shares of Common Stock, as adjusted pursuant to
Section 8.3 of the Plan.
1.19 Performance Criteria. "Performance Criteria" shall mean the
following business criteria with respect to the Company, any Subsidiary or any
division or operating unit: (a) net income,(b) pre-tax income, (c) operating
income, (d) cash flow, (e) earnings per share, (f) return on equity, (g) return
on invested capital or assets, (h) cost reductions or savings, (i) funds from
operations, (j) appreciation in the Fair Market Value of Common Stock and
(k) earnings before any one or more of the following items:
interest, taxes, depreciation or amortization.
1.20 Plan. "Plan" shall mean The 2003 Stock Option Plan of
Bio-Rad Laboratories, Inc.
1.21 Rule 16b-3. "Rule 16b-3" shall mean that certain Rule 16b-3
under the Exchange Act, as such Rule may be amended from time to time.
1.22 Section 162(m) Employee. "Section 162(m) Employee" shall
mean any Employee designated by the Administrator as an Employee whose
compensation for the fiscal year in which the Employee is so designated or a
future fiscal year may be subject to the limit on deductible compensation
imposed by Section 162(m) of the Code.
1.23 Securities Act. "Securities Act" shall mean the Securities
Act of 1933, as amended.
1.24 Subsidiary. "Subsidiary" shall mean any corporation in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain then owns
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.
Subsidiary shall also mean any partnership, limited liability company or any
equivalent foreign entity under applicable foreign laws in which the Company or
any subsidiary owns more than 50% of the capital or profits interests.
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1.25 Substitute Option. "Substitute Option" shall mean an Option
granted under the Plan upon the assumption of, or in substitution for,
outstanding equity awards previously granted by another company or entity, in
connection with a corporate or similar transaction, such as a merger,
combination, consolidation or acquisition of property or stock; provided,
however, that in no event shall the term "Substitute Option" be construed to
refer to an option granted in connection with the cancellation and repricing of
an Option.
1.26 Termination of Employment."Termination of Employment" shall
mean the time when the employee-employer relationship between a Holder and the
Company or any Subsidiary is terminated for any reason, with or without cause,
including, but not by way of limitation, a termination by resignation,
discharge, death, disability or retirement; but excluding (a)terminations where
there is a simultaneous reemployment or continuing employment of a Holder by
the Company or any Subsidiary or a parent corporation thereof (within the
meaning of Section 422 of the Code), and (b) at the discretion of the
Administrator, terminations which result in a temporary severance of the
employee-employer relationship. The Administrator, in its absolute discretion,
shall determine the effect of all matters and questions relating to Termination
of Employment, including, but not by way of limitation, the question of whether
a Termination of Employment resulted from a discharge for cause, and all
questions of whether a particular leave of absence constitutes a Termination of
Employment; provided, however, that, with respect to Incentive Stock Options,
unless otherwise determined by the Administrator in its discretion, a leave of
absence, change in status from an employee to an independent contractor or
other change in the employee-employer relationship shall constitute a
Termination of Employment if, and to the extent that, such leave of absence,
change in status or other change interrupts employment for the purposes of
Section 422(a)(2) of the Code and the then applicable regulations and revenue
rulings under said Section.
ARTICLE II.
SHARES SUBJECT TO PLAN
2.1 Shares Subject to Plan.
(a) The shares of stock subject to Options shall be
Common Stock, subject to Section 8.3 of the Plan. The aggregate
number of such shares which may be issued upon exercise of such
Options under the Plan shall not exceed One Million Six Hundred
Seventy Five Thousand Shares (1,675,000). The shares of Common
Stock issuable upon exercise of such Options may be either
previously authorized but unissued shares or treasury shares.
(b) The maximum number of shares of Common Stock which
may be subject to Options granted under the Plan to any
individual in any calendar year shall not exceed the Option
Limit. To the extent required by Section 162(m) of the Code,
shares subject to Options which are canceled continue to be
counted against the Option Limit.
2.2 Add-Back of Options. If any Option expires or is canceled
without having been fully exercised, or is exercised in whole or in part for
cash as permitted by the Plan, the number of shares of Common Stock subject to
such Option but as to which such Option was not exercised prior to its
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expiration or cancellation may again be optioned, granted or awarded hereunder,
subject to the limitations of Section 2.1. Furthermore, any shares subject to
Options which are adjusted pursuant to Section 8.3 and become exercisable with
respect to shares of stock of another corporation shall be considered cancelled
and may again be optioned, granted or awarded hereunder, subject to the
limitations of Section 2.1. Notwithstanding the provisions of this Section
2.2, no shares of Common Stock may again be optioned, granted or awarded
hereunder if such action would cause an Incentive Stock Option to fail to
qualify as an "incentive stock option" under Section 422 of the Code.
ARTICLE III.
GRANTING OF OPTIONS
3.1 Option Agreement. Each Option shall be evidenced by an
Option Agreement. Option Agreements evidencing Options intended to qualify as
performance-based compensation as described in Section 162(m)(4)(C) of the Code
shall contain such terms and conditions as may be necessary to meet the
applicable provisions of Section 162(m) of the Code. Option Agreements
evidencing Incentive Stock Options shall contain such terms and conditions as
may be necessary to meet the applicable provisions of Section 422 of the
Code.
3.2 Provisions Applicable to Section 162(m) Employees
(a) The Committee, in its discretion, may determine
whether an Option is to qualify as performance-based
compensation as described in Section 162(m)(4)(C) of the Code.
(b) Notwithstanding anything in the Plan to the
contrary, the Committee may grant any Option to a Section
162(m) Employee, the restrictions to which lapse upon the
obtainment of performance goals which are related to one or more
of the Performance Criteria, that vests or becomes exercisable
or payable upon the attainment of performance goals which are
related to one or more of the Performance Criteria.
(c) To the extent necessary to comply with the
performance-based compensation requirements of Section 162(m)(4)
(C) of the Code, with respect to any Option granted under
Article VII which may be granted to one or more Section 162(m)
Employees, no later than ninety (90) days following the
commencement of any fiscal year in question or any other
designated fiscal period or period of service (or such other
time as may be required or permitted by Section 162(m) of the
Code), the Committee shall, in writing, (i) designate one or
more Section 162(m) Employees, (ii) select the Performance
Criteria applicable to the fiscal year or other designated
fiscal period or period of service, (iii) establish the various
performance targets, in terms of an objective formula or
standard, and amounts of such Options, as applicable, which
may be earned for such fiscal year or other designated fiscal
period or period of service, and (iv) specify the relationship
between Performance Criteria and the performance targets and the
amounts of such Options, as applicable, to be earned by each
Section 162(m) Employee for such fiscal year or other designated
fiscal period or period of service. Following the completion of
each fiscal year or other designated fiscal period or period of
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service, the Committee shall certify in writing whether the
applicable performance targets have been achieved for such
fiscal year or other designated fiscal period or period of
service. In determining the amount earned by a Section 162(m)
Employee, the Committee shall have the right to reduce (but not
to increase) the amount payable at a given level of performance
to take into account additional factors that the Committee may
deem relevant to the assessment of individual or corporate
performance for the fiscal year or other designated fiscal
period or period of service.
(d) Furthermore, notwithstanding any other provision of
the Plan, any Option which is granted to a Section 162(m)
Employee and is intended to qualify as performance-based
compensation as described in Section 162(m)(4)(C) of the Code
shall be subject to any additional limitations set forth in
Section 162(m) of the Code (including any amendment to Section
162(m) of the Code) or any regulations or rulings issued
thereunder that are requirements for qualification as
performance-based compensation as described in Section 162(m)(4)
(C) of the Code, and the Plan and such Options shall be deemed
amended to the extent necessary to conform to such requirements.
3.3 Limitations Applicable to Section 16 Persons.
Notwithstanding any other provision of the Plan, the Plan, and any Option
granted to any individual who is then subject to Section 16 of the Exchange
Act, shall be subject to any additional limitations set forth in any applicable
exemptive rule under Section 16 of the Exchange Act (including any amendment to
Rule 16b-3 of the Exchange Act) that are requirements for the Application of
such exemptive rule. To the extent permitted by applicable law, the Plan and
Options granted hereunder shall be deemed amended to the extent necessary to
conform to such applicable exemptive rule.
3.4 At-Will Employment. Nothing in the Plan or in any Option
Agreement hereunder shall confer upon any Holder any right to continue in the
employ of the Company or any Subsidiary or shall interfere with or restrict in
any way the rights of the Company and any Subsidiary, which are hereby
expressly reserved, to discharge any Holder at any time for any reason
whatsoever, with or without cause, except to the extent expressly provided
otherwise in a written employment agreement between the Holder and the Company
and any Subsidiary.
3.5 Participants in Foreign Countries. The Board, or such
officers of the Company as have been delegated proper authority by the Board,
may at any time adopt, amend or delete such modifications, procedures,
appendices and subplans as may be necessary or desirable to comply with
provisions of the laws of foreign countries in which the Company or any
Subsidiary may operate to assure the viability of Options granted under the
Plan in such countries and to meet the objectives of the Plan. Any such
modifications, procedures,appendices or subplans shall be and hereby are
incorporated in their entirety into the Plan and, with regard to the subject
matter thereof, shall supersede inconsistent provisions of the Plan.
ARTICLE IV.
GRANTING OF OPTIONS
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4.1 Eligibility. Any Employee selected by the Committee
pursuant to Section 4.4(a)(i) shall be eligible to be granted an Option. All
grants shall be made at the discretion of the Committee or the Board, as the
case may be, and no person shall be entitled to a grant of an Option as a
matter of right.
4.2 Disqualification for Stock Ownership. No person may be
granted an Incentive Stock Option under the Plan if such person, at the time
the Incentive Stock Option is granted, owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or any then existing Subsidiary or parent corporation (within the
meaning of Section 422 of the Code) unless such Incentive Stock Option conforms
to the applicable provisions of Section 422 of the Code.
4.3 Qualification of Incentive Stock Options. No Incentive
Stock Option shall be granted to any person who is not an Employee.
4.4 Granting of Options
(a) The Committee shall from time to time, in its
absolute discretion, and subject to applicable limitations of
the Plan:
(i) Select from among the Employees (including
Employees who have previously been granted Options under
the Plan) such of them as in its opinion should be
granted Options;
(ii) Subject to the Option Limit, determine the
number of shares of Common Stock to be subject to such
Options granted to the selected Employees;
(iii) Subject to Section 4.3, determine whether such
Options are to be Incentive Stock Options or
Non-Qualified Stock Options and whether such Options are
to qualify as performance-based compensation as described
in Section 162(m)(4)(C) of the Code;and
(iv) Determine the terms and conditions of such
Options, consistent with the Plan; provided, however,
that the terms and conditions of Options intended to
qualify as performance-based compensation as described in
Section 162(m)(4)(C) of the Code shall include, but not
be limited to, such terms and conditions as may be
necessary to meet the applicable provisions of Section
162(m) of the Code.
(v) Upon the selection of an Employee to be granted
an Option, the Committee shall instruct the Secretary of
the Company to issue the Option and may impose such
conditions on the grant of the Option as it deems
appropriate, and the Committee shall authorize one or
more of the officers of the Company to prepare, execute
and deliver the Option Agreement with respect to such
Option.
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(vi) Any Incentive Stock Option granted under the
Plan may be modified by the Committee, with the consent
of the Holder, to disqualify such Option from treatment
as an "incentive stock option" under Section 422 of the
Code.
4.5 Options in Lieu of Cash Compensation. Options may be
granted under the Plan to Employees in lieu of cash bonuses which would
otherwise be payable to such Employees pursuant to such policies which may be
adopted by the Administrator from time to time.
ARTICLE V.
TERMS OF OPTIONS
5.1 Option Price. The price per share of the shares of Common
Stock subject to each Option granted to Employees shall be set by the Committee
at the time the Option is granted; provided, however, that such price shall be
no less than 100% of the Fair Market Value of a share of Common Stock on the
date the Option is granted, and in the case of Incentive Stock Options granted
to an individual then owning (within the meaning of Section 424(d) of the Code)
more than 10% of the total combined voting power of all classes of stock of the
Company or any Subsidiary or parent corporation thereof (within the meaning of
Section 422 of the Code), such price shall not be less than 110% of the Fair
Market Value of a share of Common Stock on the date the Option is granted.
5.2 Option Term. The term of an Option granted to an Employee
shall be set by the Committee in its absolute discretion; provided, however,
that the term shall not be more than ten (10) years from the date the Option
is granted; and, provided, further, that, in the case of Incentive Stock
Options, the term shall not be more than five (5) years from the date the
Incentive Stock Option is granted if the Incentive Stock Option is granted
to an individual then owning (within the meaning of Section 424(d) of the Code)
more than 10% of the total combined voting power of all classes of stock of
the Company or any Subsidiary or parent corporation thereof (within the meaning
of Section 422 of the Code). Except as limited by requirements of Section 422
of the Code and regulations and rulings thereunder applicable to Incentive
Stock Options, the Committee may extend the term of any outstanding Option in
connection with any Termination of Employment of the Holder by up to four (4)
years, or amend any other term or condition of such Option relating to such a
termination.
5.3 Option Vesting
(a) The period during which the right to exercise, in
whole or in part, an Option granted to an Employee vests in the
Holder shall be set by the Committee and the Committee may
determine that an Option may not be exercised in whole or in
part for a specified period after it is granted. At any time
after grant of an Option, the Committee may, in its absolute
discretion and subject to whatever terms and conditions it
selects, accelerate the period during which an Option granted
to an Employee vests and becomes exercisable.
(b) No portion of an Option granted to an Employee which
is unexercisable at Termination of Employment shall thereafter
become exercisable, except as may be otherwise provided by the
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Committee either in the Option Agreement or by action of the
Committee following the grant of the Option.
(c) To the extent that the aggregate Fair Market Value
of stock with respect to which "incentive stock options" (within
the meaning of Section 422 of the Code, but without regard to
Section 422(d) of the Code) are exercisable for the first time
by a Holder during any calendar year (under the Plan and all
other incentive stock option plans of the Company and any parent
or subsidiary corporation (within the meaning of Section 422 of
the Code) of the Company), exceeds $100,000, such Options or
other options shall be treated as non-qualified stock options to
the extent required by Section 422 of the Code. The rule set
forth in the preceding sentence shall be applied by taking
Options or other options into account in the order in which they
were granted. For purposes of this Section 5.3(c), the Fair
Market Value of stock shall be determined as of the time the
Option or other options with respect to such stock is granted.
5.4 Substitute Options. Notwithstanding the foregoing
provisions of this Article V to the contrary, in the case of an Option that is
a Substitute Option, the price per share of the shares subject to such Option
may be less than the Fair Market Value per share on the date of grant,
provided, that the excess of:
(a) the aggregate Fair Market Value (as of the date such
Substitute Option is granted) of the shares subject to the
Substitute Option; over
(b) the aggregate exercise price thereof; does not
exceed the excess of;
(c) the aggregate fair market value (as of the time
immediately preceding the transaction giving rise to the
Substitute Option, such fair market value to be determined
by the Administrator) of the shares of the predecessor entity
that were subject to the grant assumed or substituted for by
the Company; over
(d) the aggregate exercise price of such shares.
5.5 Restrictions on Common Stock. The Administrator may, in
its sole discretion, provide under the terms of an Option that shares of
Common Stock purchased upon exercise of such Option shall be subject to
repurchase from the Holder by the Company, or shall be subject to such
restrictions as the Administrator shall provide, which restrictions may
include, without limitation, restrictions concerning voting rights and
transferability and restrictions based on duration of employment with the
Company and the Subsidiaries, Company performance and individual performance;
provided, however, that, by action taken after the Common Stock is purchased
upon exercise of the Option, the Administrator may, on such terms and
conditions as it may determine to be appropriate, terminate the Company's
repurchase right or remove any or all of the restrictions imposed by the terms
of the Option Agreement. The Company's right to repurchase the Common Stock
from the Holder then subject to the right shall provide that immediately upon
a Termination of Employment and for such period as the Administrator shall
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determine, the Company shall have the right to purchase the Common Stock at
a price per share equal to the price paid by the Holder for such Common Stock,
or such other price as is determined by the Administrator; provided, however,
that, in the event of a Change in Control, such right of repurchase shall
terminate immediately prior to the effective date of such Change in Control.
Shares of Common Stock purchased upon the exercise of an Option may not be
sold, transferred or encumbered until any repurchase right and any and all
restrictions are terminated or expire. The Secretary of the Company or such
other escrow holder as the Administrator may appoint shall retain physical
custody of each certificate representing such shares of Common Stock until
the repurchase right and any and all of the restrictions imposed under the
Option Agreement with respect to the shares evidenced by such certificate
terminate, expire or shall have been removed. In order to enforce the
restrictions imposed upon shares of Common Stock hereunder, the Administrator
shall cause a legend or legends to be placed on certificates representing all
shares of Common Stock that are still subject to any repurchase right or
restrictions under Option Agreements, which legend or legends shall make
appropriate reference to the conditions imposed thereby. If a Holder makes an
election under Section 83(b) of the Code, or any successor section thereto, to
be taxed with respect to the Common Stock as of the date of transfer of the
Common Stock rather than as of the date or dates upon which the Holder would
otherwise be taxable under Section 83(a) of the Code, the Holder shall deliver
a copy of such election to the Company immediately after filing such election
with the Internal Revenue Service.
ARTICLE VI.
EXERCISE OF OPTIONS
6.1 Partial Exercise. An exercisable Option may be exercised in
whole or in part. However, an Option shall not be exercisable with respect to
fractional shares and the Administrator may require that, by the terms of the
Option, a partial exercise be with respect to a minimum number of shares.
6.2 Manner of Exercise. All or a portion of an exercisable
Option shall be deemed exercised upon delivery of all of the following to the
Secretary of the Company or his office:
(a) A written notice complying with the applicable rules
established by the Administrator stating that the Option, or a
portion thereof, is exercised. The notice shall be signed by the
Holder or other person then entitled to exercise the Option or
such portion of the Option;
(b) Such representations and documents as the
Administrator, in its absolute discretion, deems necessary or
advisable to effect compliance with all applicable provisions of
the Securities Act and any other federal or state securities
laws or regulations. The Administrator may, in its absolute
discretion, also take whatever additional actions it deems
appropriate to effect such compliance including, without
limitation, placing legends on share certificates and issuing
stop-transfer notices to agents and registrars;
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(c) In the event that the Option shall be exercised
pursuant to Section 8.1 by any person or persons other than the
Holder, appropriate proof of the right of such person or persons
to exercise the Option; and
(d) Full cash payment (or cash equivalent) to the Secretary
of the Company for the shares with respect to which the Option,
or portion thereof, is exercised.
6.3 Conditions to Issuance of Stock Certificates.The Company
shall not be required to issue or deliver any certificate or certificates for
shares of stock purchased upon the exercise of any Option or portion thereof
prior to fulfillment of all of the following conditions:
(a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed;
(b) The completion of any registration or other
qualification of such shares under any state or federal law, or
under the rulings or regulations of the Securities and Exchange
Commission or any other governmental regulatory body which the
Administrator shall, in its absolute discretion, deem necessary
or advisable;
(c) The obtaining of any approval or other clearance
from any state or federal governmental agency which the
Administrator shall, in its absolute discretion, determine to be
necessary or advisable;
(d) The lapse of such reasonable period of time
following the exercise of the Option as the Administrator may
establish from time to time for reasons of administrative
convenience; and
(e) The receipt by the Company of full payment for such
shares, including payment of any applicable withholding tax.
6.4 Rights as Stockholders. Holders shall not be, nor have any
of the rights or privileges of, stockholders of the Company in respect of any
shares purchasable upon the exercise of any part of an Option unless and until
certificates representing such shares have been issued by the Company to such
Holders.
6.5 Ownership and Transfer Restrictions. The Administrator, in
its absolute discretion, may impose such restrictions on the ownership and
transferability of the shares purchasable upon the exercise of an Option as it
deems appropriate. Any such restriction shall be set forth in the respective
Option Agreement and may be referred to on the certificates evidencing such
shares. The Holder shall give the Company prompt notice of any disposition of
shares of Common Stock acquired by exercise of an Incentive Stock Option within
(a) two years from the date of granting (including the date the Option is
modified, extended or renewed for purposes of Section 424(h) of the Code) such
Option to such Holder or (b) one year after the transfer of such shares to such
Holder.
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6.6 Additional Limitations on Exercise of Options. Holders may
be required to comply with any timing or other restrictions with respect to
the settlement or exercise of an Option, including a window-period limitation,
as may be imposed in the discretion of the Administrator.
ARTICLE VII.
ADMINISTRATION
7.1 Committee. The Committee shall be the Compensation
Committee of the Board, unless the Board specifically assumes the
functions of the Committee or appoints another committee to assume such
functions.
7.2 Duties and Powers of Committee. It shall be the duty of
the Committee to conduct the general administration of the Plan in accordance
with its provisions. The Committee shall have the power to interpret the Plan
and the Option Agreements, and to adopt such rules for the administration,
interpretation, and application of the Plan as are consistent therewith, to
interpret, amend or revoke any such rules and to amend any Option Agreement
provided that the rights or obligations of the Holder of the Option that is
the subject of any such Option Agreement are not affected adversely. Any such
interpretations and rules with respect to Incentive Stock Options shall be
consistent with the provisions of Section 422 of the Code. In its absolute
discretion, the Board may at any time and from time to time assume any and all
rights and duties of the Committee under the Plan, except with respect to
matters which under Rule 16b-3 or Section 162(m) of the Code, or any
regulations or rules issued thereunder, are required to be determined in the
sole discretion of the Committee.
7.3 Majority Rule; Unanimous Written Consent. The Committee
shall act by a majority of its members in attendance at a meeting at which
a quorum is present or by a memorandum or other written instrument signed
by all members of the Committee.
7.4 Compensation; Professional Assistance; Good Faith
Actions. Members of the Committee shall receive such compensation, if any, for
their services as members as may be determined by the Board. All expenses and
liabilities which members of the Committee incur in connection with the
administration of the Plan shall be borne by the Company. The Committee may,
with the approval of the Board, employ attorneys, consultants, accountants,
appraisers, brokers, or other persons. The Committee, the Company and the
Company's officers and members of the Board shall be entitled to rely upon
the advice, opinions or valuations of any such persons. All actions taken and
all interpretations and determinations made by the Committee or the Board in
good faith shall be final and binding upon all Holders, the Company and all
other interested persons. No members of the Committee or Board shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or Options, and all members of the Committee and
the Board shall be fully protected by the Company in respect of any such
action, determination or interpretation.
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ARTICLE VIII.
MISCELLANEOUS PROVISIONS
8.1 Not Transferable. No Option under the Plan may be sold,
pledged, assigned or transferred in any manner other than by will or the laws
of descent and distribution or, subject to the consent of the Administrator,
pursuant to a DRO, unless and until such Option has been exercised, or the
shares underlying such Option have been issued, and all restrictions
applicable to such shares have lapsed. No Option or interest or right therein
shall be liable for the debts, contracts or engagements of the Holder or his
successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect, except to the extent that such disposition
is permitted by the preceding sentence.
During the lifetime of the Holder, only he may exercise an
Option (or any portion thereof) granted to him under the Plan, unless it has
been disposed of with the consent of the Administrator pursuant to a DRO.
After the death of the Holder, any exercisable portion of an Option may, prior
to the time when such portion becomes unexercisable under the Plan or the
applicable Option Agreement, be exercised by his personal representative or by
any person empowered to do so under the deceased Holder's will or under the
then applicable laws of descent and distribution.
Notwithstanding the foregoing provisions of this Section 8.1,
the Administrator, in its sole discretion, may determine to grant a
Non-Qualified Stock Option which, by its terms as set forth in the applicable
Option Agreement, may be transferred by the Holder, in writing and with prior
written notice to the Administrator, to any one or more Permitted Transferees
(as defined below), subject to the following terms and conditions: (a) a
Non-Qualified Stock Option transferred to a Permitted Transferee shall not be
assignable or transferable by the Permitted Transferee other than by will or
the laws of descent and distribution; (b) any Non-Qualified Stock Option which
is transferred to a Permitted Transferee shall continue to be subject to all
the terms and conditions of the Non-Qualified Stock Option as applicable to
the original Holder (other than the ability to further transfer the
Non-Qualified Stock Option); and (c) the Holder and the Permitted Transferee
shall execute any and all documents requested by the Administrator, including,
without limitation, documents to: (i) confirm the status of the transferee as
a Permitted Transferee, (ii) satisfy any requirements for an exemption for the
transfer under applicable federal and state securities laws and (iii) evidence
the transfer. For purposes of this Section, "Permitted Transferee" shall
mean, with respect to a Holder, any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
Holder's household (other than a tenant or employee), a trust in which these
persons (or the Holder) control the management of assets, and any other
entity in which these persons (or the Holder) owns more than fifty percent
(50%) of the voting interests, or any other transferee specifically approved
by the Administrator after taking into account any state or federal tax or
securities laws applicable to transferable Non-Qualified Stock Options.
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8.2 Amendment, Suspension or Termination of the Plan.
(a) Except as otherwise provided in this Section 8.2,
the Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to
time by the Board. However, without approval of the Company's
stockholders given within twelve months before or after the
action by the Board, no action of the Board may, except as
provided in Section 8.3, increase the limits imposed in Section
2.1 on the maximum number of shares which may be issued under
the Plan.
(b) No amendment, suspension or termination of the Plan
shall, without the consent of the Holder alter or impair any
rights or obligations under any Option theretofore granted,
unless the Option itself otherwise expressly so provides.
(c) No Options may be granted during any period of
suspension or after termination of the Plan, and in no event may
any Option be granted under the Plan after the first to occur of
the following events:
(i) The expiration of ten years from the date the
Plan is adopted by the Board; or
(ii) The expiration of ten years from the date the
Plan is approved by the Company's stockholders under
Section 8.5.
8.3 Changes in Common Stock or Assets of the Company,
Acquisition or Liquidation of the Company and Other Corporate Events.
(a) Subject to Section 8.3(d), in the event that the
Administrator determines that any dividend or other distribution
(whether in the form of cash, Common Stock, other securities, or
other property), recapitalization, reclassification, stock
split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase,
liquidation, dissolution, or sale, transfer, exchange or other
disposition of all or substantially all of the assets of the
Company, or exchange of Common Stock or other securities of the
Company, issuance of warrants or other rights to purchase Common
Stock or other securities of the Company, or other similar
corporate transaction or event, in the Administrator's sole
discretion, affects the Common Stock such that an adjustment is
determined by the Administrator to be appropriate in order to
prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan or with
respect to an Option, then the Administrator shall, in such
manner as it may deem equitable, adjust any or all of:
(i)the number and kind of shares of Common Stock
(or other securities or property) with respect to which
Options may be granted (including, but not limited to,
adjustments of the limitations in Section 2.1 on the
maximum number and kind of shares which may be issued
and adjustments of the Option Limit);
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(ii)the number and kind of shares of Common Stock
(or other securities or property) subject to outstanding
Options; and
(iii)the grant or the exercise price with respect
to any Option.
(b) Subject to Section 8.3(d), in the event of any
transaction or event described in Section 8.3(a) or any unusual
or nonrecurring transactions or events affecting the Company,
any affiliate of the Company, or the financial statements of the
Company or any affiliate, or of changes in applicable laws,
regulations, or accounting principles, the Administrator, in its
sole and absolute discretion, and on such terms and conditions
as it deems appropriate, either by the terms of the Option or by
action taken prior to the occurrence of such transaction or
event (any such action applied to Employees and former Employees
to be applied uniformly) and either automatically or upon the
Holder's request, is hereby authorized to take any one or more
of the following actions whenever the Administrator determines
that such action is appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be
made available under the Plan or with respect to any Option
under the Plan, to facilitate such transactions or events or to
give effect to such changes in laws, regulations or principles:
(i) to provide for either the cancellation of any
such Option for an amount of cash equal to the amount
that could have been attained upon the exercise of such
Option or realization of the Holder's rights had such
Option been currently exercisable or payable or fully
vested, or the replacement of such Option with other
rights or property selected by the Administrator in its
sole discretion;
(ii) to provide that the Option cannot vest, be
exercised or become payable after such event;
(iii)to provide that such Option shall be
exercisable as to all shares covered thereby,
notwithstanding anything to the contrary in Section 5.3
or the provisions of such Option;
(iv)to provide that such Option be assumed by the
successor or survivor corporation, or a parent or
subsidiary thereof, or shall be substituted for by
similar options, rights or awards covering the stock of
the successor or survivor corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to
the number and kind of shares and prices;
(v)to make adjustments in the number and type of
shares of Common Stock (or other securities or property)
subject to outstanding Options, and/or in the terms and
conditions of (including the grant or exercise price),
and the criteria included in, outstanding Options and
Options which may be granted in the future; and
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(vi)to provide that, for a specified period of time
prior to such event, the restrictions imposed under an
Option Agreement upon some or all shares of Common Stock
may be terminated and some or all shares of such Common
Stock may cease to be subject to repurchase after such
event.
(c) Subject to Sections 8.3(d), 3.2 and 3.3, the
Administrator may, in its discretion, include such further
provisions and limitations in any Option, Option Agreement or
certificate, as it may deem equitable and in the best interests
of the Company.
(d) With respect to Options which are granted to
Section 162(m) Employees and are intended to qualify as
performance-based compensation under Section 162(m)(4)(C), no
adjustment or action described in this Section 8.3 or in any
other provision of the Plan shall be authorized to the extent
that such adjustment or action would cause such Option to fail
to so qualify under Section 162(m)(4)(C), or any successor
provisions thereto. No adjustment or action described in this
Section 8.3 or in any other provision of the Plan shall be
authorized to the extent that such adjustment or action would
cause the Plan to violate Section 422(b)(1) of the Code.
Furthermore, no such adjustment or action shall be authorized to
the extent such adjustment or action would result in short-swing
profits liability under Section 16 or violate the exemptive
conditions of Rule 16b-3 unless the Administrator determines
that the Option is not to comply with such exemptive conditions.
The number of shares of Common Stock subject to any Option shall
always be rounded to the next whole number.
(e) The existence of the Plan, any Option Agreement
and the Options granted hereunder shall not affect or restrict
in any way the right or power of the Company or the stockholders
of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the
Company's capital structure or its business, any merger or
consolidation of the Company, any issue of stock or of options,
warrants or rights to purchase stock or of bonds, debentures,
preferred or prior preference stocks whose rights are superior
to or affect the Common Stock or the rights thereof or which are
convertible into or exchangeable for Common Stock, or the
dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar
character or otherwise.
8.4 Change in Control. Notwithstanding any other provision
of the Plan, in the event of a Change in Control, each outstanding Option
shall, immediately prior to the effective date of the Change in Control,
automatically become fully exercisable for all of the shares of Common Stock at
the time subject to such Option and may be exercised for any or all of those
shares as fully-vested shares of Common Stock.
8.5 Approval of Plan by Stockholders. The Plan shall be
submitted for the approval of the Company's stockholders within twelve months
after the date of the Board's initial adoption of the Plan. Options may be
granted prior to such stockholder approval;
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provided, however, that such Options shall not be exercisable nor shall such
Options vest prior to the time when the Plan is approved by the stockholders;
and provided, further, that if such approval has not been obtained at the end
of said twelve-month period, all Options previously granted under the Plan
shall thereupon be canceled and become null and void.
8.6 Tax Withholding. The Company shall be entitled to require
payment in cash or deduction from other compensation payable to each Holder
of any sums required by federal, state or local tax law to be withheld
with respect to the issuance, vesting, exercise or payment of any Option.
8.7 Forfeiture Provisions. Subject to the limitations of applicable
law, pursuant to its general authority to determine the terms and conditions
applicable to Options under the Plan, the Administrator shall have the right
to provide, in the terms of Options made under the Plan, or to require a Holder
to agree by separate written instrument, that if (a)(i) the Holder at any time,
or during a specified time period, engages in any activity in competition
with the Company, or which is inimical, contrary or harmful to the interests of
the Company, as further defined by the Administrator or (ii) the Holder incurs
a Termination of Employment for cause, then (b) (i) any proceeds, gains or
other economic benefit actually or constructively received by the Holder upon
any exercise of the Option, or upon the receipt or resale of any Common Stock
underlying any Option, must be paid to the Company, and (ii) the Option shall
terminate and any unexercised portion of the Option (whether or not vested)
shall be forfeited.
8.8 Effect of Plan upon Options and Compensation Plans. The adoption
of the Plan shall not affect any other compensation or incentive plans in
effect for the Company or any Subsidiary. Nothing in the Plan shall be
construed to limit the right of the Company (a) to establish any other forms of
incentives or compensation for Employees of the Company or any Subsidiary or
(b) to grant or assume options otherwise than under the Plan in connection with
any proper corporate purpose including but not by way of limitation, the grant
or assumption of options in connection with the acquisition by purchase, lease,
merger, consolidation or otherwise, of the business, stock or assets of any
corporation, partnership, limited liability company, firm or association.
8.9 Compliance with Laws. The Plan, the granting and vesting of
Options under the Plan and the issuance and delivery of shares of Common Stock
and the payment of money under the Plan or under Options granted hereunder are
subject to compliance with all applicable federal and state laws, rules and
regulations (including but not limited to state and federal securities law and
federal margin requirements) and to such approvals by any listing, regulatory
or governmental authority as may, in the opinion of counsel for the Company,
be necessary or advisable in connection therewith. Any securities delivered
under the Plan shall be subject to such restrictions, and the person acquiring
such securities shall, if requested by the Company, provide such assurances and
representations to the Company as the Company may deem necessary or desirable
to assure compliance with all applicable legal requirements. To the extent
permitted by applicable law, the Plan and Options granted hereunder shall be
deemed amended to the extent necessary to conform to such laws, rules and
regulations.
8.10 Inability to Obtain Authority. The inability of the Company
to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
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issuance and sale of share of Common Stock hereunder, shall relieve the Company
of any liability in respect of the failure to issue or sell such shares of
Common Stock as to which such requisite authority shall not have been obtained.
8.11 Reservation of Shares. The Company, during the term of this
Plan, shall at all times reserve and keep available such number of shares of
Common Stock as shall be sufficient to satisfy the requirements of the Plan.
8.12 Titles. Titles are provided herein for convenience only and
are not to serve as a basis for interpretation or construction of the Plan.
8.13 Governing Law. The Plan and any agreements hereunder shall be
administered, interpreted and enforced under the internal laws of the State of
Delaware without regard to conflicts of laws thereof.
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* * *
I hereby certify that the foregoing Plan was duly
adopted by the Board of Directors of Bio-Rad Laboratories, Inc.
on March 19, 2003.
Executed on this 30th day of April, 2003.
/s/ Sanford S. Wadler
Sanford S. Wadler
Secretary
* * *
I hereby certify that the foregoing Plan was duly
approved by the stockholders of Bio-Rad Laboratories, Inc. on
April 29, 2003.
Executed on this 30th day of April, 2003.
/s/Sanford S. Wadler
Sanford S. Wadler
Secretary
<page>
BIO-RAD LABORATORIES, INC.
2003 STOCK OPTION PLAN
APPENDIX
FOR GERMANY
1. Application. This Appendix shall apply only in
relation to Options granted to eligible Employees residing and
providing services in Germany.
2. Definitions. Unless otherwise defined herein,
definitions as set out in Article I of the Plan are applicable to
this Appendix.
3. Eligible Employees. The Committee's discretion with
respect to Section 4.4(a)(i) of the Plan will be exercised in a way
complying with German law, in particular with the labour law
principle of equal treatment (arbeitsrechtlicher Gleichbehandlungs-
grundsatz) and with the prohibition of discrimination (Diskriminie-
rungsverbot).
4. Ex-gratia Benefit. The grant of an Option is an
ex-gratia benefit (freiwillige Leistung). It is granted without
any obligation; and even repeated granting will not create such
obligation.
5. Adjustments upon Changes in Capitalization, Merger or
Asset Sale. The Committee's discretion with respect to any
adjustments pursuant to Section 8.3(a) will be exercised taking into
fair consideration the circumstances why such adjustment is deemed
appropriate.
6. Administrator's Decisions. The decisions of the
Committee in connection with any interpretation of the Plan or in any
dispute relating to an Option or other matters relating to the Plan
shall be final and conclusive and binding on the relevant parties.
It may only be revised by competent courts.
7. Governing Law. The Plan shall be governed by and
construed in accordance with the laws of the State of Delaware but
mandatory provisions of the laws of Germany may be applied.
<page>
BIO-RAD LABORATORIES, INC.
2003 STOCK OPTION PLAN
APPENDIX
FOR UNITED KINGDOM
1. Application. This Appendix shall apply only in
relation to Options granted to eligible Employees residing and
providing services in the United Kingdom.
2. Definitions. Definitions as set out in Article I of
the Plan are applicable to this Appendix.
3. Taxes/Withholding. Each optionee shall be liable for
the Company's or any Subsidiary's United Kingdom National Insurance
Contribution in respect of the grant, exercise, release or
assignment of any Option or the acquisition, sale or other
disposition of any Stock issued upon exercise of an Option and the
Company or any Subsidiary may require, as a condition of exercise,
that any liability it has to account for United Kingdom income tax
under the Pay As You Earn system and employer or employee National
Insurance Contributions or any other federal, state or local tax
withholding obligation relating to the exercise or acquisition of
Stock under an option be satisfied by (in addition to the Company's
or Subsidiary's right to withhold from any compensation paid or
payable to the optionee an amount sufficient to satisfy such
withholding obligations;) the optionee's tender of a cash payment in
the minimum amount sufficient to satisfy such withholding
obligations;.
4. Governing Law. The Plan shall be governed by and
construed in accordance with the laws of the State of Delaware but
mandatory provisions of United Kingdom law may be applied.
<page>
BIO-RAD LABORATORIES, INC.
2003 STOCK OPTION PLAN
APPENDIX
FOR ITALY
1. Application. This Appendix shall apply only in
relation to Options granted to eligible Employees residing and
providing services in Italy.
2. Definitions. Unless otherwise defined herein,
definitions as set out in Article I of the Plan are applicable to
this Appendix.
3. Ownership Limitation. Options may be granted to
purchase an aggregate of shares, including any shares already held,
owned or possessed by each optionee, not exceeding more than 10% of
the voting rights in the ordinary shareholders' meeting of the
Company or more than 10% of the capital or equity of the Company.
If an Optionee shall acquire after the date of grant of
an Option a number of shares that, if added to the number of shares
under Option, would exceed more than 10% of the voting rights in
the ordinary shareholders' meeting of the Company or more than 10% of
the capital or equity of the Company, he or she shall immediately
inform the Company, and the portion of his or her Option in excess
of such limits shall not be exercisable. In case of breach of this
obligation by the Optionee, he or she shall keep the Company and any
Subsidiary harmless and indemnified from any possible cost incurred
as a consequence of the exercise of the portion of Option exceeding
the above referred limits.
4. Exercise Price. The exercise price per share of Stock
shall be not less than the higher of the following amounts:
(a)the average of the official stock exchange closing
prices of the shares of the class of Stock to which the
Option relates, as resulting on each day in which the
shares are traded on the market in the period starting
from the Date of Grant until the same calendar day of the
previous month;
(b)the average of the official stock exchange
closing prices of the shares of the class of Stock to
which the Option relates, as resulting on each day in
which the shares are traded on the market in the period
starting from the day before the date of grant until the
same calendar day of the previous month;
(c)the nominal value of the shares of the class of
Stock to which the Option relates.
5. Consequences of Exercise. Any possible positive
difference between the exercise price per share of Stock paid upon
the exercise of the Option and the fair market price of those
shares at that moment and, in general, any and all benefits granted
to any optionee pursuant to the Plan and this Appendix:
<page>
(a)shall be deemed as an extraordinary payment and
may not,in any way, be considered as a part of the normal
remuneration of any optionee. In particular, the above mentioned
positive difference in value shall be considered as already
including the relevant incidence on the direct or indirect
income institutions regulated by the collective and individual
economic agreements in force from time to time such as, by way
of example, the tredicesima and quattordicesima monthly
installments and by the law such as, by way of example, the
severance allowance TFR, the untaken holidays indemnity and
the indemnity in lieu of notice and shall not, therefore, have
any further impact on the calculation of the same;
(b) shall not confer upon any optionee any right
to be granted any similar or additional benefits, within the
scope of the Plan and this Appendix or otherwise;
(c) shall not confer upon any optionee, at the
expiry of the Plan, any right to participate in any other stock
option or incentive plan, or to be paid any further remuneration
in kind.
6. Governing Law. The Plan shall be governed by and
construed in accordance with the laws of the State of Delaware but
mandatory provisions of the laws of Italy may be applied.
<page>
BIO-RAD LABORATORIES, INC.
2003 STOCK OPTION PLAN
APPENDIX
FOR FRANCE
1. Application. This Appendix shall apply only in
relation to Options granted to eligible Employees residing and
providing services in France.
2. Definitions. Unless otherwise defined herein,
definitions as set out in Article I of the Plan are applicable to
this Appendix.
3. Specific Conditions Applying to Options Granted to
Eligible Employees under this Appendix.
(a)Options may only be granted to eligible Employees
employed under the terms of a written or oral employment
agreement and who do not own, as of the date of Option
grant, shares of Stock representing more than 10% of the
issued share capital of the Company.
(b)If the Stock is listed on any established stock
exchange or a national market system, Options cannot be
granted (i) during the ten trading sessions preceding
and following the date on which the consolidated accounts
or annual accounts of the Company are published and (ii)
during a period (x) starting from the date on which the
officers and directors of the Company become aware of any
information which, if published, could significantly
affect the company's market price and (y) ending at the
close of the tenth trading session following the
publication of the information.
(c)If the Stock is listed on any established stock
exchange or a national market system, no Option may be
granted less than twenty trading sessions after a coupon
giving a right to a dividend or to a capital increase has
been detached from the shares of Stock.
(d)Notwithstanding Section 1.14 of the Plan the fair
market value of a share of Stock shall be determined
subject to the following limitations:
(i)If the Stock is listed on any
established stock exchange or a national market
system, including, without limitation, the Nasdaq
National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, or
(ii)If the Common Stock is regularly quoted
by a recognized securities dealer but selling prices
are not reported, the fair market value in no case
shall be less than eighty per cent (80%) of the
average of the closing sales price for a share of
Stock as quoted on said stock exchange market during
the twenty market trading days prior to the date of
grant.
<page>
4. Exercise Limitations. No Option may be exercised
prior to the expiration of a minimum period of one year following
the date of grant. In addition, the shares of Stock acquired as a
result of the exercise of all or part of the Option cannot be
transferred by an optionee before the expiration of a three-year
period which shall start running as from the expiration of the
above mentioned period of one year.
5. Transfer Restrictions. The shares of Common Stock
acquired as a result of the exercise of the Option may however be
immediately transferred upon the occurrence of one of the events
referred to under Article 91-bis of appendix II to the French General
Tax Code, i.e., the dismissal, retirement, disability or death of the
eligible Employee. In case of dismissal or retirement the exception
to the non-transferability deadline of the shares of Common Stock
shall be subject to the condition that the Option shall have been
exercised at least three months before the dismissal or the
retirement.
6. Modifications of Exercise Price. The Option
exercise price shall be determined on the date of grant. Any
adjustment made to the Option exercise price and/or the number of
Options awarded under this Appendix, shall not provide more
advantages to the optionee than those which would result from any
adjustments that would be made in accordance with the provisions of
Article L 225-181 of the French business code (Code de Commerce).
7. Payment. The consideration to be paid for the
shares of Stock to be issued upon exercise of an Option may consist
of (1) cash (2) check, or (3) any combination of the foregoing
methods of payment.
8. Governing Law. The Plan shall be governed by and
construed in accordance with the laws of the State of Delaware but
mandatory provisions of the laws of France may be applied.