Exhibit 10.5


 


NON-QUALIFIED STOCK OPTION
AGREEMENT

FOR SENIOR EXECUTIVES


 


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 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 in
employment with the Company on the Exercisability Date:


 


	
  Exercisability

  Date

  	
   

  	
  Number of

  Option Shares First

  Becoming Exercisable

  	
   

  	
  Total Number of

  Option Shares

  Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (     

  	
  )%

  	
  (     

  	
  )%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (     

  	
  )%

  	
  (     

  	
  )%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (     

  	
  )%

  	
  (     

  	
  )%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (     

  	
  )%

  	
  (100

  	
  )%

  



 


1





















 


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 “paid for” and
beneficially owned by the Optionee for at least six months and are not then
subject to any 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 of this Agreement or of the Plan, no portion of this Stock
Option shall be exercisable after the Expiration Date.


 


3.                                       Termination of Employment.  If the
Optionee’s employment by the Company or a Subsidiary (as defined in the Plan)
is terminated, no additional Option Shares shall become exercisable following
the date of termination and the period within which to exercise the exercisable
portion of the Option may be subject to earlier termination as set forth below.


 


(a)                                  Termination
Due to Death.  If the Optionee’s
employment terminates by reason of death, any Option held by the Optionee shall
become fully exercisable and may thereafter be exercised by the Optionee’s
legal representative or legatee for a period of twelve months from the date of
death or until the Expiration Date, if earlier.


 


(b)                                 Termination
Due to Disability.  If the Optionee’s
employment terminates by reason of disability (as determined by the
Administrator), any Option held by the Optionee shall become fully exercisable
and may thereafter be exercised by the Optionee for a period of twelve months
from the date of termination or until the Expiration Date, if earlier.  The death of the Optionee during the
twelve-month period provided in this Section 3(b) shall extend such
period for another twelve months from the date of death or until the Expiration
Date, if earlier.


 


(c)                                  Termination
for Cause.  If the Optionee’s employment
terminates for Cause, any Option held by the Optionee shall terminate
immediately 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 a 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 then by
reason of disability) by the Optionee of the Optionee’s duties to the
Company.  If it is discovered than an
Optionee’s employment could have been terminated for Cause but such information
was not known by the Company, the date of termination of employment shall be
deemed to be the date on which the act constituting Cause took place.  In the event that an Optionee has exercised
an Option after he or she has committed an act constituting Cause, the
Administrator may take action to recover the Option Shares and any gains made
by the Optionee in respect of such Option Shares.


 


(d)                                 Other
Termination.  If the Optionee’s
employment terminates for any reason other than death, disability or Cause, and
unless otherwise determined by the Administrator, any Option held by the
Optionee may be exercised, to the extent exercisable on the date of
termination, for a period of three months from the date of termination or until
the Expiration Date, if earlier; provided that if the Optionee’s
employment terminates 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.  Any Option that is not exercisable at such
time shall terminate immediately and be of no further force or effect.


 





















 


The Administrator’s determination of the reason for
termination of the Optionee’s employment shall be conclusive and binding on the
Optionee and his or her representatives or legatees.


 


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.                                       Tax Withholding.  The Optionee shall, not later
than the date as of which the exercise of this Stock Option becomes a taxable
event for Federal income tax purposes, pay to the Company or make arrangements
satisfactory to the Administrator for payment of any Federal, state, and local
taxes required by law to be withheld on account of such taxable event. Subject
to the written instructions from the Administrator, the Optionee may have the
minimum required tax withholding obligation satisfied, in whole or in part, by (i) authorizing
the Company to withhold from shares of Stock to be issued, or (ii) transferring
to the Company, a number of shares of Stock with an aggregate Fair Market Value
that would satisfy the withholding amount due.


 


7.                                       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.


 


(c)                                  This
Stock Option is not intended to be an incentive stock option as defined in Section 422
of the Internal Revenue Code of 1986, as amended.


 


—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: