TECHNE CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made this ____ day of _______, ____, by and between
Techne Corporation, a Minnesota corporation (the "Company"), and
________________ (the "Optionee");
WITNESSETH
WHEREAS, the Optionee on the date hereof is an employee, officer or
director of or consultant to the Company or a Subsidiary of the Company;
and
WHEREAS, to induce the Optionee to further the Optionee's efforts in
its behalf, the Company desires to grant to the Optionee an option to
purchase shares of its Common Stock; and
WHEREAS, the Company's Board of Directors and shareholders have
adopted a stock option plan providing for the grant of nonqualified stock
options known as the "Techne Corporation 1998 Nonqualified Stock Option
Plan" (hereinafter referred to as the "Plan"); and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and the Optionee hereby agree as
follows:
1. Grant of Option. The Company hereby grants to the Optionee, on
the date of this Agreement, the option to purchase ______ shares of Common
Stock of the Company (the "Option Stock") subject to the provisions of
Paragraph 3 hereof and to the other terms and conditions herein contained,
and subject only to adjustment in such number of shares as provided in
Section 12 of the Plan.
2. Option Price. During the term of this option, the purchase price
for the shares of Option Stock granted herein is $______ per share, subject
only to adjustment of such price as provided in Section 12 of the Plan.
3. Term of Option. The term during which this option may be
exercised expires at the close of business on ______ __, ____, unless
terminated earlier under the provisions of paragraphs 10, 11 or 12 below.
This option shall be immediately exercisable.
4. Transfer of Option. The Company, in its sole discretion, may
permit the Optionee to transfer any or all of this Option to any member of
the Optionee's "immediate family" as such term is defined in Rule 16a-1(e)
under the Securities Exchange Act of 1934, or any successor provision, or
to one or more trusts whose beneficiaries are members of such Optionee's
"immediate family" or partnerships in which such family members are the
only partners; provided, however, that the Optionee receives no
consideration for such transfer and that this Option shall continue to be
subject to the same terms and conditions as were applicable to such Option
immediately prior to its transfer.
5. Manner of Exercise of Option. This option is to be exercised by
the Optionee (or by the Optionee's successor or successors) by giving
written notice to the Company of an election to exercise such option. Such
notice shall specify the number of shares to be purchased hereunder and
shall specify a date (not more than 30 calendar days and not less than 10
calendar days from the date of delivery of the notice to the Company) on
which the Optionee shall deliver payment of the full purchase price for the
shares being purchased. Such notice shall be delivered to the Company at
its principal place of business. An option shall be considered exercised
at the time the Company receives such notice. As soon as practicable
following receipt of such notice and subject to the provisions of Paragraph
9 below, the Company shall, against payment by the Optionee of the required
purchase price, deliver to the Optionee certificates for the shares so
purchased. Payment for shares of Option Stock may be made in the form of
cash, certified check, or, if authorized by the Company, in Common Stock of
the Company. Any stock so tendered as part of such payment shall be valued
at its then "fair market value" as provided in the Plan.
6. Rights as a Shareholder. The Optionee or a transferee of this
option shall have no rights as a shareholder with respect to any shares
covered by this option until the date of the issuance of a stock
certificate for such shares, except as provided in Section 12 of the Plan.
No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property), distributions or other
rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Section 12 of the Plan.
7. Stock Option Plan. The option evidenced by this Agreement is
granted pursuant to the Plan, a copy of which Plan is attached hereto or
has been made available to the Optionee and is hereby made a part of this
Agreement. This Agreement is subject to and in all respects limited and
conditioned as provided in the Plan. The Plan governs this option and the
Optionee, and in the event of any question as to the construction of this
Agreement or of a conflict between the Plan and this Agreement, the Plan
shall govern, except as the Plan otherwise provides.
8. Withholding Taxes. In order to permit the Company to receive a
tax deduction in connection with the exercise of this option, the Optionee
agrees that as a condition to any exercise of this option, the Optionee
will also pay to the Company, or make arrangements satisfactory to the
Company regarding payment of, any federal, state, local or other taxes
required by law to be withheld with respect to the option's exercise.
9. Investment Purpose. Unless a Registration Statement under the
Securities Act of 1933 is in effect at the time, the Company requires as a
condition to the grant and exercise of this option that any stock acquired
pursuant to this option be acquired for investment. In this regard, if
requested by the Company, the Optionee, prior to the acquisition of any
shares pursuant to this option, shall execute an investment letter to the
effect that the Optionee is acquiring shares pursuant to the option for
investment purposes only and not with the intention of making any
distribution of such shares and will not dispose of the shares in violation
of the applicable federal and state securities laws.
10. Termination of Relationship with the Company. If the Optionee
ceases to be an employee, consultant, advisor or director of the Company or
any Subsidiary for any reason other than because of death or disability (as
described below) or because of the sale, merger, or liquidation of the
Company (which is covered by the provisions of Section 12 of the Plan),
this option shall terminate (notwithstanding Paragraph 3 of this Agreement)
on the earlier of (i) the close of business on the twelve-month anniversary
date of such termination of relationship or directorship and (ii) this
option's originally stated expiration date. In such period following such
termination of relationship or directorship, this option shall be
exercisable as provided above only to the extent the option was exercisable
on the date of termination of relationship or directorship but had not
previously been exercised.
11. Death of Optionee. If the Optionee dies (i) while an employee,
consultant, advisor or director of the Company or any Subsidiary, or (ii)
within a period of twelve months after his termination of relationship or
directorship with the Company or any Subsidiary as provided in Paragraph
10, this option shall terminate (notwithstanding Paragraph 3 of this
Agreement) on the earlier of (i) the close of business on the twelve-month
anniversary date of the Optionee's death, and (ii) this option's originally
stated expiration date. In such period following the Optionee's death,
this option may be exercised only by the person or persons to whom the
Optionee's rights under this option shall have passed by the Optionee's
will or by the laws of descent and distribution, and only to the extent the
option was exercisable on the date of death but had not previously been
exercised.
12. Termination of Relationship or Directorship by Reason of
Disability. If the Optionee ceases to be an employee, consultant, advisor
or director of the Company or any Subsidiary before the original stated
expiration of this option and such termination is due to permanent and
total disability, this option shall be exercisable only to the extent it
was exercisable on the date of such termination until the close of business
on the twelve-month anniversary of such termination date or until the
original stated termination date of the option, whichever is earlier. For
purposes of this paragraph, a person is permanently and totally disabled if
he is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months.
13. Recapitalizations, Sales, Mergers, Exchanges, Consolidations,
Liquidation. In the event of a stock dividend or stock split, the number
of shares of Option Stock and option exercise price shall be adjusted as
provided in Section 12 of the Plan. Similarly, in the event of a sale,
merger, exchange, consolidation or liquidation of the Company, this option
shall be adjusted as provided in Section 12 of the Plan.
14. Scope of Agreement This Agreement shall bind and inure to the
benefit of the Company and its successors and assigns and the Optionee and
any successor or successors of the Optionee permitted by Paragraph 4 above.
15. Arbitration. Any dispute arising out of or relating to this
Agreement or the alleged breach of it, or the making of this Agreement,
including claims of fraud in the inducement, shall be discussed between the
disputing parties in a good faith effort to arrive at a mutual settlement
of any such controversy. If, notwithstanding, such dispute cannot be
resolved, such dispute shall be settled by binding arbitration. Judgment
upon the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. The arbitrator shall be a retired state or
federal judge or an attorney who has practiced securities or business
litigation for at least 10 years. If the parties cannot agree on an
arbitrator within 20 days, any party may request that the chief judge of
the District Court for Hennepin County, Minnesota, select an arbitrator.
Arbitration will be conducted pursuant to the provisions of this Agreement,
and the commercial arbitration rules of the American Arbitration
Association, unless such rules are inconsistent with the provisions of this
Agreement, but without submission of the dispute to such Association.
Limited civil discovery shall be permitted for the production of documents
and taking of depositions. Unresolved discovery disputes may be brought to
the attention of the arbitrator who may dispose of such dispute. The
arbitrator shall have the authority to award any remedy or relief that a
court of this state could order or grant; provided, however, that punitive
or exemplary damages shall not be awarded. The arbitrator may award to the
prevailing party, if any, as determined by the arbitrator, all of its costs
and fees, including attorneys' fees. Unless otherwise agreed by the
parties, the place of any arbitration proceedings shall be Hennepin County,
Minnesota.
IN WITNESS WHEREOF, the Company and the Optionee have executed this
Agreement in the manner appropriate to each, as of the day and year first
above written.
TECHNE CORPORATION
By __________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
_____________________________
___________________, Optionee