Exhibit 10.11


 


STOCK OPTION GRANT
ACCEPTANCE AND ACKNOWLEDGMENT

DADE BEHRING

2004 INCENTIVE COMPENSATION PLAN


 


Dade Behring Holdings, Inc. (the “Company”) hereby
grants to you an Option (the “Option”) to purchase shares of the Company’s
Common Stock.  The Option is subject to
all the terms and conditions set forth in this Stock Option Grant Acceptance
and Acknowledgment (this “Grant Acknowledgment”) and in the Stock Option
Agreement and the Company’s 2004 Incentive Compensation Plan (the “Plan”),
which are attached to and incorporated into this Grant Acknowledgment in their
entirety.


 


	
  Participant:

  	
   

  
	
   

  	
   

  
	
  Grant Date:

  	
   

  
	
   

  	
   

  
	
  Vesting Commencement Date:

  	
   

  
	
   

  	
   

  
	
  Number of Shares Subject to Option:

  	
   

  
	
   

  	
   

  
	
  Exercise Price (per Share):

  	
   

  
	
   

  	
   

  
	
  Option Expiration Date:

  	
                                (subject
  to earlier termination in accordance with the terms of the Plan and the Stock
  Option Agreement)

  
	
   

  	
   

  
	
  Type of Option:

  	
  Nonqualified Stock Option

  
	
   

  	
   

  
	
  Vesting and Exercisability Schedule:

  	
  Shares subject to the Option will vest and become exercisable [on
  each anniversary of the Vesting Commencement Date (provided you remain
  employed by the Employer)] as follows:

  
	
   

  	
   

  
	
   

  	
  Date

  	
   

  	
  Number

  Becoming

  Vested

  	
   

  	
  Cumulative

  Vested

  	
   

  
	
   

  	
  [Dates]

  	
   

  	
  [Numbers]

  	
   

  	
  [Numbers]

  	
   

  
	
   

  	
   

  
	
   

  	
  [provided you remain a director or employed by the Employer on such
  dates.] 

   

  The Option will [not] vest and become exercisable on a Change in
  Control. 

   

  If the Employer terminates your service or employment without Cause [before you are fully vested in the Option, the Option
  shall vest.] [before you are fully vested
  in the Option, you shall vest in an additional prorated number of
  Shares subject to the Option reflecting the portion of the year you worked
  since the later of the Vesting Commencement Date or the last date upon which
  Shares subject to the Option vested (“Termination Vested Options”). Such
  number of Termination Vested Options shall be determined by 

  



 


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  multiplying (i) the total number of Shares subject to the Option by
  (ii) [fraction]
  multiplied by the number of full calendar months since the later of the
  Vesting Commencement Date or the last date upon which Shares subject to the
  Option vested][, you terminate your
  employment for Good Reason or your service or employment terminates because
  of your death or Disability, the date of your termination of service or
  employment for purposes of determining the Shares subject to the Option which
  are vested and exercisable shall be deemed to have occurred immediately after
  the next succeeding vesting date. For purposes of this paragraph, “Cause,”
  “Good Reason” and “Disability” shall have the meanings assigned to such terms
  in your employment agreement.]  [For this purpose, the month in
  which your termination of service or employment occurs will be treated as a
  full calendar month only if your termination of service or employment occurs
  after the 15th day of the calendar month.]

  



 


Additional
Terms/Acknowledgement: 
[As a condition to your receipt of the
Option, you agree to execute the Employment Agreement attached to this Grant
Acknowledgment.] 
You acknowledge receipt of, and understand and agree to, this Grant
Acknowledgment, the Stock Option Agreement and the Plan [and
the Employment Agreement].  You further acknowledge that as of the Grant
Date, this Grant Acknowledgment, the Stock Option Agreement and the Plan [and the Employment Agreement ]set
forth the entire understanding between you and the Company regarding the Option
and supersede all prior oral and written agreements on the subject[ with the exception of your employment agreement with the
Employer effective as of                            .]


 


 


	
  DADE BEHRING HOLDINGS, INC.

  	
  PARTICIPANT

  	 

	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  By: 

  	
   

  	
   

  	
   

  	
  Signature

  	
   

  	 

	
  Its:

  	
   

  	
   

  	
   

  	 

	
   

  	
  Date:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  
	
  Attachments:

  	
   

  	
   

  
	
  1. Stock Option Agreement

  	
   

  	
   

  
	
  2. 2004 Incentive Compensation
  Plan

  	
   

  	
   

  
	
  [3. Employment Agreement]

  	
   

  	
   

  
											



 


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DADE BEHRING


 


2004 INCENTIVE COMPENSATION
PLAN


 


STOCK OPTION AGREEMENT


 


Pursuant to your Stock Option Grant Acceptance and
Acknowledgment (the “Grant Acknowledgment”) and this Stock Option Agreement,
Dade Behring Holdings, Inc. has granted you an Option under its 2004 Incentive
Compensation Plan (the “Plan”) to purchase the number of shares of the Company’s
Common Stock indicated in your Grant Acknowledgment (the “Shares”) at the
exercise price indicated in your Grant Acknowledgment.  Capitalized terms not explicitly defined in
this Stock Option Agreement but defined in the Plan shall have the same
definitions as in the Plan.


 


The details of the Option are as follows:


 


1.             Vesting and Exercisability.  Subject to the limitations contained herein,
the Option will vest and become exercisable as provided in your Grant
Acknowledgement, provided that except to the extent otherwise specified in the
Grant Acknowledgment, vesting will cease upon the termination of your
employment or service relationship with the Employer and the unvested portion
of the Option will terminate.


 


2.             Method of Exercise.  You may exercise the Option by giving written
notice to the Company, in form and substance satisfactory to the Company, which
will state your election to exercise the Option and the number of Shares for
which you are exercising the Option.  The
written notice must be accompanied by full payment of the exercise price for
the number of Shares you are purchasing. 
You may make this payment in any combination of the following:  (a) by cash; (b) by check acceptable to the
Committee; (c) if permitted by the Committee, by using shares of Common Stock
you have owned for at least six months or such other period necessary to avoid
adverse accounting consequences; (d) if the Common Stock is registered under
the Exchange Act and to the extent permitted by law, by instructing a broker to
deliver to the Company the total payment required by means of a “cashless
exercise”; or (e) by any other method permitted by the Committee.


 


3.             Treatment Upon Termination of Employment or Service
Relationship. Except to the extent otherwise specified in the Grant
Acknowledgment, the unvested portion of the Option will terminate automatically
and without further notice immediately upon termination of your employment or
service relationship with the Employer for any reason (“Termination of Service”).  You may exercise the vested portion of the
Option as follows:


 


(a)           General Rule.  You must exercise the vested portion of the
Option on or before the earlier of (i) [ninety (90)
days after your Termination of Service unless you are subject to the reporting
requirements of Section 16 of the Exchange Act (“Section 16 Individual”) or] [six] months after
your Termination of Service [if you are a
Section 16 Individual] and (ii) the
Option Expiration Date;


 


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(b)           Disability or Death.  If your employment or service relationship
terminates due to your Disability [(as defined in
your employment agreement) ]or death, the
vested portion of the Option must be exercised on or before the earlier of (i) [six][twelve] months after your Termination of Service and (ii) the
Option Expiration Date.  If you die after
your Termination of Service but while the Option is still exercisable, the
vested portion of the Option may be exercised until the earlier of (i) [six][twelve] months after the date of death and (ii) the Option
Expiration Date; and


 


(c)           Cause.  The vested portion of the Option will
automatically expire at the time the Employer first notifies you of your
Termination of Service for Cause, unless the Committee determines otherwise.  [If your
employment or service relationship is suspended pending an investigation of
whether you will be terminated for Cause, all your rights under the Option
likewise will be suspended during the period of investigation.]  If any facts that
would constitute termination for Cause are discovered after your Termination of
Service, any Option you then hold may be immediately terminated by the
Committee.  [For
purposes of this Stock Option Agreement, “Cause” shall have the meaning
assigned to the term in your employment agreement.]


 


It is your responsibility to be
aware of the date the Option terminates.


 


4.             Securities Law Compliance and Other Restrictions.  Notwithstanding any other provision of this
Agreement, you may not exercise the Option unless the Shares issuable upon
exercise are registered under the Securities Act or, if such Shares are not
then so registered, the Company has determined that such exercise and issuance
would be exempt from the registration requirements of the Securities Act.  The exercise of the Option must also comply
with other applicable laws and regulations governing the Option, and you may
not exercise the Option if the Company determines that such exercise would not
be in material compliance with such laws and regulations.  In the event of an underwritten public offering
by the Company of its equity securities pursuant to an effective registration
statement filed under the Securities Act, no person may sell, make any short
sale of, loan, hypothecate, pledge, grant any option for the purchase of, or
otherwise dispose of or transfer for value or otherwise agree to engage in any
of the foregoing transactions with respect to any Shares issued pursuant to an
Award granted under the Plan to the extent and for such period of time as may
be requested by the underwriters.


 


5.             Limited Transferability.  During your lifetime only you can exercise
the Option.  The Option is not
transferable except by will or by the applicable laws of descent and
distribution.  The Plan provides for
exercise of the Option by a beneficiary designated on a Company-approved form
or the personal representative of your estate. 
Notwithstanding the foregoing, the Committee or its delegate, in its
sole discretion, may permit you to assign or transfer the Option, subject to
such terms and conditions as specified by the Committee or its delegate.


 


6.             Withholding Taxes.  As
a condition to the exercise of any portion of an Option, you must make such
arrangements as the Company may require for the satisfaction 


 


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of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such exercise.


 


7.             Option Not an Employment or Service Contract.  Nothing in the Plan or any Award granted
under the Plan will be deemed to constitute an employment or service contract
or confer or be deemed to confer any right for you to continue in the employ or
service of, or to continue any other relationship with, the Employer or limit
in any way the right of the Employer to terminate your employment, service or
other relationship at any time, with or without Cause.


 


[8.            No Right to Damages.  You will have no right to bring a claim or to
receive damages if you are required to exercise the vested portion of the
Option within the periods after Termination of Service as set forth in Section
3 of this Agreement or if any portion of the Option is cancelled or expires
unexercised.  The loss of existing or
potential profit in Awards will not constitute an element of damages in the
event of your Termination of Service for any reason even if the termination is
in violation of an obligation of the Employer to you.]


 


[9.            Limitation on Rights; No
Right to Future Grants; Extraordinary Item of Compensation.  By entering into this Agreement and accepting
the grant of the Option evidenced hereby, you acknowledge: (a) that the Plan is
discretionary in nature and may be suspended or terminated by the Company at
any time; (b) that the grant of the Option is a one-time benefit which does not
create any contractual or other right to receive future grants of options, or
benefits in lieu of options; (c) that all determinations with respect to any
such future grants, including, but not limited to, the times when options will
be granted, the number of shares subject to each option, the option exercise
price, and the time or times when each option will be exercisable, will be at
the sole discretion of the Committee; (d) that your participation in the Plan
is voluntary; (e) that the value of the Option is an extraordinary item of compensation
which is outside the scope of your employment contract, if any; (f) that the
Option is not part of normal or expected compensation for purposes of
calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments; (g) that the vesting of the Option ceases upon your Termination of
Service for any reason except as may otherwise be explicitly provided in the
Plan or this Agreement or otherwise permitted by the Committee; (h) that the
future value of the Shares underlying the Option is unknown and cannot be
predicted with certainty; and (i) that if the Shares underlying the Option do
not increase in value, the Option will have no value.]


 


[8.]  [10. ]Employee Data Privacy.  By entering this Agreement, you (a) authorize
the Employer and any agent of the Employer administering the Plan or providing
Plan recordkeeping services, to disclose to the Employer or any of its
affiliates any information and data the Employer requests in order to
facilitate the grant of the Option and the administration of the Plan; (b)
waive any data privacy rights you may have with respect to such information;
and (c) authorize the Employer and its agents to store and transmit such information
in electronic form.


 


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[9.]  [11. ]Binding Effect.  This
Agreement will inure to the benefit of the successors and assigns of the
Employer and be binding upon you and your heirs, executors, administrators,
successors and assigns.


 


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