Exhibit 10.4


 


NON-QUALIFIED STOCK OPTION
AGREEMENT

FOR NON-EMPLOYEE DIRECTORS


 


UNDER THE


 


INVERNESS MEDICAL INNOVATIONS,
INC.

2001 STOCK OPTION AND INCENTIVE PLAN


 


	
  Name of Optionee:

  	
   

  
	
  Number of Option Shares:

  	
   

  
	
  Option Exercise Price Per Share:

  	
   

  
	
  Grant Date:

  	
   

  
	
  Expiration Date:

  	
   

  



 


Pursuant to the Inverness Medical Innovations, Inc.
2001 Stock Option and Incentive Plan (the “Plan”) as amended through the date
hereof, Inverness Medical Innovations, Inc. (the “Company”) hereby grants
to the Optionee named above, who is a member of the Board of Directors of the
Company (a “Director”) but is not an employee of the Company, an option (the “Stock
Option”) to purchase, on or prior to the Expiration Date specified above, all
or part of the number of Option Shares of Common Stock, par value $0.001 per
share (the “Stock”) of the Company specified above at the Option Exercise Price
per Share specified above subject to the terms and conditions set forth herein
and in the Plan.


 


1.                                       Exercisability Schedule.  No
portion of this Stock Option may be exercised until such portion shall have
become exercisable.  Except as set forth
below, and subject to the discretion of the Administrator (as defined in Section 2
of the Plan) to accelerate the exercisability schedule hereunder, this
Stock Option shall become exercisable with respect to the following number of
Option Shares on the dates indicated, so long as the Optionee remains a
Director of the Company:


 


	
  Exercisability

  Date

  	
   

  	
  Number of

  Option Shares First

  Becoming Exercisable

  	
   

  	
  Total Number of

  Option Shares

  Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (     

  	
  )%

  	
  (     

  	
  )%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (     

  	
  )%

  	
  (     

  	
  )%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (     

  	
  )%

  	
  (100

  	
  )%

  



 


1





















 


In the event of the termination of the Optionee’s
service as a Director because of death, this Stock Option shall become
immediately exercisable in full, whether or not otherwise exercisable at such
time.  Once exercisable, this Stock
Option shall continue to be exercisable at any time or times prior to the close
of business on the Expiration Date, subject to the provisions hereof and of the
Plan.


 


2.                                       Manner of Exercise.


 


(a)                                  The
Optionee may exercise this Option only in the following manner:  from time to time on or prior to the
Expiration Date of this Option, the Optionee may give written notice to the
Administrator of his or her election to purchase some or all of the Option
Shares purchasable at the time of such notice. 
This notice shall specify the number of Option Shares to be purchased.


 


Payment of the purchase price for the Option Shares
may be made by one or more of the following methods:  (i) in cash, by certified or bank check
or other instrument acceptable to the Administrator; (ii) through the
delivery (or attestation to the ownership) of shares of Stock that have been purchased
by the Optionee on the open market or that have been beneficially owned by the
Optionee for at least six months and are not then subject to restrictions under
any Company plan; (iii) by the Optionee delivering to the Company a
properly executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company cash or a check payable and
acceptable to the Company to pay the option purchase price, provided that in
the event the Optionee chooses to pay the option purchase price as so provided,
the Optionee and the broker shall comply with such procedures and enter into
such agreements of indemnity and other agreements as the Administrator shall
prescribe as a condition of such payment procedure; or (iv) a combination of
(i), (ii) and (iii) above. 
Payment instruments will be received subject to collection.


 


The delivery of certificates representing the Option
Shares will be contingent upon the Company’s receipt from the Optionee of full
payment for the Option Shares, as set forth above and any agreement, statement
or other evidence that the Company may require to satisfy itself that the
issuance of Stock to be purchased pursuant to the exercise of Options under the
Plan and any subsequent resale of the shares of Stock will be in compliance
with applicable laws and regulations.  In
the event the Optionee chooses to pay the purchase price by previously-owned
shares of Stock through the attestation method, the number of shares of Stock
transferred to the Optionee upon the exercise of the Option shall be net of the
Shares attested to.


 


(b)                                 Certificates
for shares of Stock purchased upon exercise of this Stock Option shall be
issued and delivered to the Optionee upon compliance to the satisfaction of the
Administrator with all requirements under applicable laws or regulations in
connection with such issuance and with the requirements hereof and of the
Plan.  The determination of the
Administrator as to such compliance shall be final and binding on the
Optionee.  The Optionee shall not be
deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Stock subject to this Stock Option unless and until
this Stock Option shall have been exercised pursuant to the terms hereof, the
Company shall have issued and delivered the shares to the Optionee, and the
Optionee’s name shall have been entered as the stockholder of


 





















 


record on the books of the Company. 
Thereupon, the Optionee shall have full voting, dividend and other
ownership rights with respect to such shares of Stock.


 


(c)                                  The
minimum number of shares with respect to which this Stock Option may be
exercised at any one time shall be 10 shares, unless the number of shares with
respect to which this Stock Option is being exercised is the total number of
shares subject to exercise under this Stock Option at the time.


 


(d)                                 Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option
shall be exercisable after the Expiration Date hereof.


 


3.                                       Termination of Service to the Company. If the Optionee ceases to provide services to
the Company as a Director or an employee, the period within which to exercise
the Stock Option may be subject to earlier termination as set forth below.


 


(a)                                  Termination
For Cause.  If the Optionee ceases to
be a Director or employee for Cause, any Stock Option held by the Optionee
shall immediately terminate and be of no further force and effect.  For purposes hereof, “Cause” shall mean: (i) any
material breach by the Optionee of any agreement between the Optionee and the
Company; (ii) the conviction of or plea of nolo contendere by the Optionee
to a felony or a crime involving moral turpitude; or (iii) any material
misconduct or willful and deliberate non-performance (other than by reason of
disability) by the Optionee of the Optionee’s duties to the Company.


 


(b)                                 Termination
by Reason of Death.  If the Optionee
ceases to be a Director or employee by reason of death, any Stock Option
granted to the Optionee as a Director and held by the Optionee at the date of
death may be exercised by his or her legal representative or legatee for a
period of twelve months from the date of death or until the Expiration Date, if
earlier.


 


(c)                                  Other
Termination.  If the Optionee ceases
to be a Director or employee for any reason other than Cause or death, any
Stock Option granted to the Optionee as a Director and held by the Optionee on
the date of termination or service may be exercised for a period of six months
from the date of termination or until the Expiration Date, if earlier; provided
that if the Optionee ceases to be a Director or employee by reason of
voluntary retirement (as determined by the Administrator) after the age of 58
then Options exercisable on the date of termination may be exercised for a
period of twelve months from the date of termination or until the Expiration
Date, if earlier.


 


4.                                       Incorporation of Plan. 
Notwithstanding anything herein to the contrary, this Stock Option shall
be subject to and governed by all the terms and conditions of the Plan.  Capitalized terms in this Agreement shall
have the meaning specified in the Plan, unless a different meaning is specified
herein.


 


5.                                       Transferability.  This Agreement is personal to the
Optionee, is non-assignable and is not transferable in any manner, by operation
of law or otherwise, other than by will or the laws of descent and
distribution.  This Stock Option is
exercisable, during the Optionee’s lifetime, only by the Optionee, and
thereafter, only by the Optionee’s legal representative or legatee.  Notwithstanding the foregoing, this Option
may be transferred to members of the Optionee’s immediate family, to trusts for
the benefit of such family members, or to partnerships


 





















 


in which such family members are the only partners
upon approval of the Administrator following submission of a petition for such
transfer from the Optionee to the Administrator and the agreement of the
proposed transferee to be bound by the terms of the Plan and this Agreement.


 


6.                                       Miscellaneous.


 


(a)                                  Notice
hereunder shall be given to the Company at its principal place of business, and
shall be given to the Optionee at the address set forth below, or in either
case at such other address as one party may subsequently furnish to the other
party in writing.


 


(b)                                 This
Stock Option does not confer upon the Optionee any rights with respect to
continuance of employment by the Company or any Subsidiary.


 


—Signature page follows—


 





















 


	
   

  	
  For:

  	
  INVERNESS MEDICAL

  INNOVATIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


 


The foregoing Agreement is hereby accepted and the
terms and conditions thereof hereby agreed to by the undersigned.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Optionee’s Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Optionee’s name and address: