Exhibit 10.21







Exhibit 10.21




Stock Option Agreement

Granted Under IDEXX Laboratories, Inc. 2009 Stock Incentive Plan




1. Grant of Option.




IDEXX Laboratories, Inc., a Delaware corporation (the “Company”), hereby grants to the
Optionee, an option, pursuant to the Company’s 2009 Stock Incentive Plan (the “Plan”), to purchase,
in whole or in part, the number of shares of Common Stock of the Company at a price per share as
noted on the opposite side of this Agreement, subject to the terms and conditions of this option,
the Plan and the description of the Plan set forth in the Plan Prospectus. The Plan and Prospectus
are provided to the Optionee with this Agreement. Defined terms not otherwise defined in this
Agreement shall have the meanings set forth in the Plan or the Prospectus.



2. Type of Stock Option.




If the opposite side of this Agreement indicates that this option is an “Incentive Stock
Option”, this option is intended to qualify as an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). If
the opposite side of this Agreement indicates that this option is a “Non-Qualified Stock Option”,
this option shall not be considered an incentive stock option as defined by Section 422 of the
Code.



3. Exercise of Option and Provisions for Termination.




(a) Vesting Schedule and Expiration. Except as otherwise provided in this Agreement, this
option shall expire at 4:00 p.m., Eastern time, on the Expiration Date indicated on the opposite
side of this Agreement. This option will become exercisable (“vest”) in installments as to the
number of shares and during the respective installment periods set forth on the opposite side of
this Agreement. The right of exercise shall be cumulative so that if the option is not exercised
to the maximum extent permissible during an exercise period, it shall continue to be exercisable,
in whole or in part, with respect to all shares not so purchased at any time prior to the
Expiration Date or the earlier termination of this option. This option may not be exercised at any
time after the Expiration Date.



(b) Exercise Procedure. Subject to the conditions set forth in this Agreement, this option
shall be exercised by the Optionee’s delivery of written notice of exercise through the online
service designated by the Company (currently E*TRADE OptionsLink), specifying the number of shares
to be purchased and the purchase price to be paid therefor and accompanied by payment in full in
accordance with Section 4. Such exercise shall be effective upon receipt by such online service of
such written notice together with the required payment. The Optionee may purchase less than the
number of shares covered hereby, provided that no partial exercise of this option may be for any
fractional share.



(c) Continuous Relationship with the Company Required. Except as otherwise provided in this
Section 3, this option may not be exercised unless the Optionee, at the time he or she exercises
this option, is, and has been at all times since the Grant Date indicated on the opposite side of
this Agreement, an employee or director of the Company (an “Eligible Optionee”). For all purposes
of this option, (i) “Employment” shall be defined in accordance with the provisions of Section
1.421-7(h) of the Income Tax Regulations or any successor regulations, and (ii) if this option
shall be assumed or a new option substituted therefor in a transaction to which Section 425(a) of
the Code applies, employment by such assuming or substituting corporation (hereinafter called the
“Successor Corporation”) shall be considered for all purposes of this option to be employment by
the Company.



(d) Exercise Period Upon Termination of Relationship with the Company. If the Optionee ceases
to be an Eligible Optionee for any reason, then, except as provided in paragraphs (e) and (f)
below, the right to exercise this option shall terminate 3 months after such cessation (but in no
event after the Expiration Date), provided that this option shall be exercisable only to the extent
that the Optionee was entitled to exercise this option on the date of such cessation.
Notwithstanding the foregoing, if the Optionee, prior to the Expiration Date, violates the
non-competition, non-solicitation or confidentiality provisions of any employment, consulting or
advisory contract, confidentiality and nondisclosure agreement or other agreement between the
Optionee and the Company, the right to exercise this option shall terminate immediately upon such
violation.



(e) Exercise Period Upon Death, Disability or Retirement. If the Optionee dies, becomes
disabled (within the meaning of Section 22(e)(3) of the Code) or retires (as defined below) prior
to the Expiration Date while he or she is an Eligible Optionee, or if the Optionee dies within 3
months after the Optionee ceases to be an Eligible Optionee, and the Company has not terminated
such relationship for “cause” as specified in paragraph (f) below, this option shall be
exercisable, within the period of 1 year following the date of death, disability or retirement of
the Optionee (but in no event after the Expiration Date), by the Optionee or by the person to whom
this option is transferred by will or the laws of descent and distribution, provided that this
option shall be exercisable only to the extent that this option was exercisable by the Optionee on
the date he or she ceased to be an Eligible Optionee. “Retire” and “retirement” shall mean
retirement at or after the attainment of age 60, provided that the Optionee has been an employee of
the Company for at least 10 years, not including any years during which the Optionee was employed
by a company that was acquired by or merged with the Company.



 


 









 





(f) Discharge for Cause. If the Optionee, prior to the Expiration Date, ceases his or her
employment with the Company because he or she is discharged for “cause” (as defined below), the
right to exercise this option shall terminate immediately upon such cessation of employment.
“Cause” shall mean willful misconduct in connection with the Optionee’s employment or willful
failure to perform his or her employment responsibilities in the best interests of the Company
(including, without limitation, breach by the Optionee of any provision of any employment,
consulting, advisory, nondisclosure, non-competition, non-solicitation or other similar agreement
between the Optionee and the Company), as determined by the Company, which determination shall be
conclusive. The Optionee shall be considered to have been discharged for “cause” if the Company
determines, within 30 days of the Optionee’s resignation, that discharge for cause was warranted.



4. Payment of Purchase Price.




(a) Method of Payment. Payment of the purchase price for shares purchased upon exercise of
this option shall be made (i) by delivery to the Company, or to the online service designated by
the Company, of an amount equal to the purchase price of such shares, (ii) by delivery to the
Company of shares of Common Stock of the Company (either actually or by attestation) then owned by
the Optionee for at least 6 months (or any shorter period sufficient to avoid a charge to the
Company’s earnings for financial reporting purposes) or delivery of other consideration having a
fair market value equal in amount to the purchase price of such shares, (iii) to the extent
permitted by the Company’s Board of Directors, in its sole discretion, by delivery of an
irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the purchase price and any required tax withholding, or delivery by
the Optionee to the Company of a copy of irrevocable and unconditional instructions to a
creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the
purchase price and any required tax withholding; or (iv) by any combination of cash, such shares of
Common Stock of the Company, and other consideration as the Board may specify.



(b) Valuation of Shares or Other Non-Cash Consideration Tendered in Payment of Purchase Price.
For the purposes hereof, the fair market value of any share of the Company’s Common Stock or other
non-cash consideration which may be delivered to the Company in exercise of this option shall be
determined as provided in the Plan.



(c) Delivery of Shares Tendered in Payment of Purchase Price. If the Optionee exercises
options by delivery of shares of Common Stock of the Company, any certificate or certificates
representing the shares of Common Stock of the Company to be delivered shall be duly executed in
blank by the Optionee or shall be accompanied by a stock power duly executed in blank suitable for
purposes of transferring such shares to the Company, and any electronic delivery of shares shall be
in a manner sufficient for purposes of transferring such shares to the Company. Fractional shares
of Common Stock of the Company will not be accepted in payment of the purchase price of shares
acquired upon exercise of this option.



5. Delivery of Shares; Compliance with Securities Laws, Etc.




(a) General. The Company shall, upon payment of the option price for the number of shares
purchased and paid for, make prompt delivery of such shares to the Optionee, provided that if any
law or regulation requires the Company to take any action with respect to such shares before the
issuance thereof, then the date of delivery of such shares shall be extended for the period
necessary to complete such action.



(b) Listing, Qualification, Etc. This option shall be subject to the requirement that if, at
any time, counsel to the Company shall determine that the listing, registration or qualification of
shares subject hereto upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental or regulatory body, or that the disclosure of non-public
information or the satisfaction of any other condition is necessary as a condition of, or in
connection with, the issuance or purchase of shares hereunder, this option may not be exercised, in
whole or part, unless such listing, registration, qualification, consent or approval, disclosure or
satisfaction of such other condition shall have been effected or obtained on terms acceptable to
the Board of Directors. Nothing herein shall be deemed to require the Company to apply for, effect
disclosure, or to satisfy such other condition.



6. Nontransferability of Option.




Except as provided in paragraph (e) of Section 3, this option is personal and no rights
granted hereunder may be sold, assigned, transferred, pledged or otherwise encumbered by the
Optionee (whether by operation of law or otherwise). During the lifetime of the Optionee, this
option shall be exercised only by the Optionee.



7. No Special Employment Rights.




Nothing contained in the Plan, the Prospectus or this option shall be construed or deemed to
constitute an employment or service contract or confer or be deemed to confer on the Optionee any
right to continue in the employ or service of, or to continue any other relationship with, the
Company or limit in any way the right of the Company to terminate the Optionee’s employment or
service or other relationship at any time, with or without cause.



8. Rights as a Shareholder.




The Optionee shall have no rights as a shareholder with respect to any shares which may
be purchased by exercise of this option (including, without limitation, any rights to receive
dividends or non-cash distributions with respect to such shares) unless and until a certificate
representing such shares, or electronic equivalent, is duly issued and delivered to the Optionee.
No adjustment shall be made for dividends or other rights for which the record date is prior to the
date such stock certificate or electronic equivalent is issued.



 


 









 






9. Withholding Taxes.




The Company’s obligation to deliver shares upon the exercise of this option shall be subject
to the Optionee’s satisfaction of all applicable federal, state and local income and employment tax
withholding requirements. The Company shall be authorized to withhold the amount of withholding
taxes due in connection with the exercise of this option and to take such other action as may be
necessary in the opinion of the Company to satisfy all Company obligations for the payment of such
taxes.



10. Limitations on Disposition of Incentive Stock Option Shares.




If, as indicated on the opposite side of this Agreement, this option is an “incentive stock
option”, the Optionee understands that in order to obtain the benefits of an incentive stock
option under Section 422 of the Code, no sale or other disposition may be made of any shares
acquired upon exercise of the option within 1 year after such shares were acquired pursuant to
such exercise, nor within 2 years after the Grant Date. If the Optionee intends to dispose, or
does dispose (whether by sale, exchange, gift, transfer or otherwise), of any such shares within
said periods, he or she will notify the Company in writing within 10 days after such disposition,
and provide any other information regarding such disposition that the Company may require.



11. Data Privacy.




By entering into this Agreement, the Optionee: (i) authorizes the Company and its
Subsidiaries, and any agent of the Company and its Subsidiaries administering the Plan or providing
Plan recordkeeping services, to disclose to the Company or any of its Subsidiaries such information
and data as the Company or any such Subsidiary shall request in order to facilitate the grant of
options and the administration of the Plan; (ii) waives any data privacy rights he or she may have
with respect to such information; and (iii) authorizes the Company and its Subsidiaries to store
and transmit such information in electronic form.



12. Miscellaneous.




(a) Except as provided herein, this option may not be amended or otherwise modified unless
evidenced in writing and signed by the Company and the Optionee. The Board of Directors may amend,
alter, suspend, discontinue or terminate the Plan, or any portion thereof, at any time, subject to
the requirements for certain amendments or alterations set forth in the Plan.



(b) All notices under this option shall be mailed or delivered by hand to the parties at their
respective addresses set forth on the opposite side of this Agreement or at such other address as
may be designated in writing by either of the parties to one another.



(c) This option shall be governed by and construed in accordance with the laws of
the State of Delaware and applicable federal law, without regard to applicable conflicts of
laws.