EXHIBIT 4.2
PERSEPTIVE BIOSYSTEMS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
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PerSeptive Biosystems, Inc., a Delaware corporation (the "Company"),
hereby grants, as of the ___ day of _______, 19__, to __________ (the
"Optionee"), an option to purchase a maximum of _____ shares of its Common
Stock, $.01 par value, at the price of $_____ per share, on the following terms
and conditions:
1. GRANT UNDER 1997 NON-QUALIFIED STOCK OPTION PLAN. This option is
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granted pursuant to and is governed by the Company's 1997 Non-Qualified Stock
Option Plan (the "Plan") and, unless the context otherwise requires, terms used
herein shall have the same meaning as in the Plan. Determinations made in
connection with this option pursuant to the Plan shall be governed by the Plan
as it exists on this date.
2. GRANT AS NON-QUALIFIED STOCK OPTION; OTHER OPTIONS. This option
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is intended to be treated for federal income tax purposes as a non-qualified
stock option. This option is in addition to any other options heretofore or
hereafter granted to the Optionee by the Company, but a duplicate original of
this instrument shall not effect the grant of another option.
3. VESTING OF OPTION IF BUSINESS RELATIONSHIP CONTINUES. If the
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Optionee has continued to serve the Company or any Related Corporation in the
capacity of an employee or consultant (such service is described herein as
maintaining or being involved in a "Business Relationship with the Company") on
the following dates, the Optionee may exercise this option for the number of
shares of Common Stock set opposite the applicable date at any time on or after
such date:
The foregoing rights are cumulative and, while the Optionee continues to
maintain a Business Relationship with the Company, may be exercised up to and
including the date which is ___ (___) years from the date this option is
granted. All of the foregoing rights are subject to Articles 4 and 5, as
appropriate, if the Optionee ceases to maintain a Business Relationship with the
Company, dies or becomes disabled while involved in a Business Relationship with
the Company.
4. TERMINATION OF THE BUSINESS RELATIONSHIP. If the Optionee's
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Business Relationship with the Company is terminated, other than by reason of
death or disability as defined in Article 5 or for misconduct as defined in
Article 16, no further installments of this option shall become exercisable and
this option shall terminate after the passage of ninety (90) days from the date
the Business Relationship is terminated, but in no event later than the
scheduled expiration date. In such a case, the Optionee's only rights hereunder
shall be those which are properly exercised before the termination of this
option.
5. DEATH; DISABILITY. If the Optionee's Business Relationship is
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terminated by reason of death, this option may be exercised, to the extent of
the number of shares with respect to which the Optionee could have exercised it
on the date of his death, by his estate, personal representative or beneficiary
to whom this option has been assigned pursuant to Article 10, at any time within
180 days after the date of death, but no later than the scheduled expiration
date. If the Optionee's Business Relationship is terminated by reason of his
disability (as defined in the Plan), this option may be exercised, to the extent
of the number of shares with respect to which the Optionee could have exercised
it on the date of the termination of the Business Relationship, at any time
within 180 days after such termination, but not later than the scheduled
expiration date. At the expiration of such 180-day period or the scheduled
expiration date, whichever is the earlier, this option shall terminate and the
only rights hereunder shall be those as to which the option was properly
exercised before such termination.
6. PARTIAL EXERCISE. Exercise of this option up to the extent above
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stated may be made in part at any time and from time to time within the above
limits, except that this option may not be exercised for a fraction of a share
unless such exercise is with respect to the final installment of stock subject
to this option and a fractional share (or cash in lieu thereof) must be issued
to permit the Optionee to exercise completely such final installment. Any
fractional share with respect to which an installment of this option cannot be
exercised because of the limitation contained in the preceding sentence shall
remain subject to this option and shall be available for later purchase by the
Optionee in accordance with the terms hereof.
7. PAYMENT OF PRICE. The option price is payable in United States
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dollars and may be paid either:
(a) in cash or by check, or any combination of the foregoing, equal in
amount to the option price; or (b) in the discretion of the Compensation
Committee, in cash, by check, by delivery of shares of the Company's Common
Stock having a fair market value (as determined by the Compensation Committee)
equal as of the date of exercise to the option price, or by any combination of
the foregoing, equal in amount to the option price; or (c) in the discretion of
the Compensation Committee, in cash, by check, by delivery of shares of the
Company's Common Stock having an aggregate fair market value (as determined by
the Compensation Committee) equal as of the date of exercise to the option
price; or (d) by delivery of the Optionee's personal recourse note bearing
interest payable not less than annually at no less than 100% of the lowest
applicable Federal rate, as defined in Section 1274(d) of the Code, or by any
combination of the foregoing, equal in amount to the option price.
Notwithstanding the foregoing, the Optionee may not pay any part of the option
price hereof by delivering shares of the Company's Common
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Stock to the Company unless such Common Stock has been owned by the Optionee
free of any substantial risk of forfeiture for at least six months.
8. AGREEMENT TO PURCHASE FOR INVESTMENT. By acceptance of this option, the
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Optionee agrees that a purchase of shares under this option will not be made
with a view to their distribution, as that term is used in the Securities Act of
1933, as amended, unless in the opinion of counsel to the Company such
distribution is in compliance with or exempt from the registration and
prospectus requirements of that Act, and the Optionee agrees to sign a
certificate to such effect at the time of exercising this option and agrees that
the certificate for the shares so purchased may be inscribed with a legend to
ensure compliance with that Act.
9. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of this
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Agreement, this option may be exercised by written notice to the Company, at the
principal executive office of the Company, or to such transfer agent as the
Company shall designate. Such notice shall state the election to exercise this
option and the number of shares in respect of which it is being exercised and
shall be signed by the person or persons so exercising this option. Such notice
shall be accompanied by payment of the full purchase price of such shares, and
the Company shall deliver a certificate or certificates representing such shares
as soon as practicable after the notice shall be received. The certificate or
certificates for the shares as to which this option shall have been so exercised
shall be registered in the name of the person or persons so exercising this
option (or, if this option shall be exercised by the Optionee and if the
Optionee shall so request in the notice exercising this option, shall be
registered in the name of the Optionee and another person jointly, with right of
survivorship) and shall be delivered as provided above to or upon the written
order of the person or persons exercising this option. In the event this option
shall be exercised, pursuant to Article 5 hereof, by any person or persons other
than the Optionee, such notice shall be accompanied by appropriate proof of the
right of such person or persons to exercise this option. All shares that shall
be purchased upon the exercise of this option as provided herein shall be fully
paid and non-assessable.
10. OPTION NOT TRANSFERABLE. This option is not transferable or assignable
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except by will or by the laws of descent an distribution. During the Optionee's
lifetime only the Optionee can exercise this option.
11. NO OBLIGATION TO EXERCISE OPTION. The grant and acceptance of this
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option imposes no obligation on the Optionee to exercise it.
12. NO OBLIGATION TO CONTINUE BUSINESS RELATIONSHIP. The Company and any
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Related Corporation (as defined in the Plan) are not by the Plan or this option
obligated to continue to maintain a Business Relationship with the Optionee.
13. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The Optionee shall have no
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rights as a stockholder with respect to shares subject to this Agreement until a
stock certificate therefor has been issued to the Optionee and is fully paid
for. Except as is expressly provided in the Plan with respect to certain
changes in the capitalization of the Company, no adjustment shall be made
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for dividends or similar rights for which the record date is prior to the date
such stock certificate is issued.
14. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. The Plan contains provisions
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covering the treatment of options in a number of contingencies such as stock
splits and mergers. Provisions in the Plan for adjustment with respect to stock
subject to options and the related provisions with respect to successors to the
business of the Company are hereby made applicable hereunder and are
incorporated herein by reference. In general, you should not assume that
options necessarily would survive the acquisition of the Company. In
particular, without affecting the generality of the foregoing, it is understood
that for the purposes of Articles 3 through 5 hereof, both inclusive,
maintenance of a Business Relationship by the Company includes maintenance of a
Business Relationship by a Related Corporation as defined in the Plan.
15. WITHHOLDING TAXES. If the Company or any Related Corporation in its
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discretion determines that it is obligated to withhold any tax in connection
with the exercise of this option, the vesting or transfer of the shares acquired
on the exercise of this option, or the making of a distribution or other payment
with respect to the shares, the Optionee hereby agrees that the Company or any
Related Corporation may withhold from the Optionee's remuneration the
appropriate amount of tax. At the discretion of the Company or Related
Corporation, the amount required to be withheld may be withheld in cash from
such wages or other remuneration or in kind from the Common Stock or other
property otherwise deliverable to the Optionee on exercise of this option. The
Optionee further agrees that, if the Company or Related Corporation does not
withhold an amount from the Optionee's wages or other remuneration sufficient to
satisfy the withholding obligation of the Company or Related Corporation, the
Optionee will make reimbursement on demand, in cash, for the amount
underwithheld.
16. NO EXERCISE OF OPTION IF BUSINESS RELATIONSHIP TERMINATED FOR MISCONDUCT.
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If the Business Relationship of the Optionee is terminated for "Misconduct",
this option shall terminate on the date of such termination of the Business
Relationship and shall thereupon not be exercisable to any extent whatsoever.
"Misconduct" is conduct, as determined by the Board of Directors, involving one
or more of the following: (i) the substantial and continuing failure of the
Optionee to render services to the Company in accordance with the terms or
requirements of the Business Relationship; (ii) a determination by two-thirds of
the members of the Board of Directors that the Optionee has inadequately
performed the requirements of its Business Relationship; (iii) disloyalty, gross
negligence, dishonesty or breach of fiduciary duty to the Company; (iv) the
commission of an act of embezzlement, fraud, disloyalty, dishonesty or
deliberate disregard of the rules or policies of the Company which results in
loss, damage or injury to the Company, whether directly or indirectly; (v) the
unauthorized disclosure of any trade secret or confidential information of the
Company; or (vi) the commission of an act which constitutes unfair competition
with the Company or which induces any customer of the Company to break a
contract with the Company. In making such determination, the Board of Directors
shall act fairly and in utmost good faith and shall give the Optionee an
opportunity to appear and to be heard at a hearing before the Board of Directors
or any Committee and present evidence on his or her behalf. For the purposes of
this Article 16, termination of the Business Relationship
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shall be deemed to occur when the Optionee receives notice that its business
relationship is terminated.
17. ACCELERATION AND VESTING OF OPTION FOR BUSINESS COMBINATIONS. If the
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Company is to be consolidated with or acquired by another entity in a merger,
sale of all or substantially all of the Company's assets or otherwise (an
"Acquisition"), then this option shall, immediately prior to the consummation of
such Acquisition, become fully vested and immediately exercisable by the
Optionee.
18. PROVISION OF DOCUMENTATION TO OPTIONEE. By signing this Agreement the
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Optionee acknowledges receipt of a copy of this Agreement and a copy of the
Company's 1997 Non-Qualified Stock Option Plan.
19. GOVERNING LAW. This Agreement shall be governed by and interpreted in
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accordance with the internal laws of the State of Delaware.
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IN WITNESS WHEREOF the Company and the Optionee have caused this instrument
to be executed, and the Optionee whose signature appears below acknowledges
receipt of a copy of the Plan and acceptance of an original copy of this
Agreement.
OPTIONEE PERSEPTIVE BIOSYSTEMS, INC.
------------------------------ By:
Signature of Optionee ------------------------------
Title:
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Print Name of Optionee
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