Unassociated Document


    
      Exhibit
10.1

      Director
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
member of the Company’s Board of Directors named on the opposite side of this
Agreement (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.

      This
option is a “Non-Qualified Stock Option” and shall not be considered an
incentive stock option as defined by Section 422 of the Internal Revenue Code of
1986, as amended from time to time (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, a director of the Company (an
“Eligible Optionee”).

      (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 any legal duty to the Company or violates
any 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, until the 1 year anniversary date following the date of death or
disability of the Optionee, or until the 2 year anniversary date following the
date of 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 from the Company’s Board of Directors,
provided that the Optionee has been a director of the Company for at least 5
years, not including any years during which the Optionee was a director of 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 relationship 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 director responsibilities
or willful failure to perform his or her director responsibilities in the best
interests of the Company (including, without limitation, breach by the Optionee
of any legal duty to the Company or breach of any 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.  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.

      


      11.  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.