Exhibit 10.21


 


Execution Copy


Confidential


 


LANTHEUS MI HOLDINGS, INC.


 


2008 EQUITY INCENTIVE PLAN


OPTION GRANT AWARD AGREEMENT


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
  GRANT OF OPTIONS AWARD

  	
  1

  
	
   

  	
   

  	
   

  
	
  (a)

  	
  Grant

  	
  1

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  Plan

  	
  1

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  No
  Rights as Stockholder

  	
  1

  
	
   

  	
   

  	
   

  
	
  (d)

  	
  Confidentiality, IP
  Assignment, Non-Compete and Non-Solicit Agreement

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  RIGHT TO EXERCISE; VESTING

  	
  2

  
	
   

  	
   

  	
   

  
	
  (a)

  	
  Vesting

  	
  2

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  Effect
  of Vesting

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  Exercise Procedures

  	
  2

  
	
   

  	
   

  	
   

  
	
  (a)

  	
  Notice
  of Exercise

  	
  2

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  Issuance
  of Shares

  	
  2

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  Withholding
  Requirements

  	
  2

  
	
   

  	
   

  	
   

  
	
  (d)

  	
  Joinder
  Agreement

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  PAYMENT OF EXERCISE PRICE

  	
  3

  
	
   

  	
   

  	
   

  
	
  (a)

  	
  Cash
  or Check

  	
  3

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  Net
  Exercise

  	
  3

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  Other
  Methods of Payment for Shares

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  SECURITIES LAW ISSUES, TRANSFER RESTRICTIONS

  	
  3

  
	
   

  	
   

  	
   

  
	
  (a)

  	
  Grantee
  Acknowledgements and Representations

  	
  3

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  No
  Registration Rights

  	
  3

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  Transfers

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  TERM OF GRANT; EXPIRATION OF VESTED AND UNVESTED
  OPTIONS

  	
  4

  
	
   

  	
   

  	
   

  
	
  (a)

  	
  Term
  of Grant

  	
  4

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  Expiration
  of Vested Options Following Termination

  	
  4

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  Expiration
  of Unvested Options Following Termination

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  PUT RIGHT AND CALL RIGHT upon TERMINATION OF
  EMPLOYMENT

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  ADJUSTMENT OF SHARES

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  MISCELLANEOUS PROVISIONS

  	
  5

  



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  (a)

  	
  No
  Retention Rights

  	
  5

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  Notices

  	
  5

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  Entire
  Agreement

  	
  6

  
	
   

  	
   

  	
   

  
	
  (d)

  	
  Amendment;
  Waiver

  	
  6

  
	
   

  	
   

  	
   

  
	
  (e)

  	
  Assignment

  	
  6

  
	
   

  	
   

  	
   

  
	
  (f)

  	
  Successors
  and Assigns; No Third Party Beneficiaries

  	
  7

  
	
   

  	
   

  	
   

  
	
  (g)

  	
  Governing
  Law; Venue

  	
  7

  
	
   

  	
   

  	
   

  
	
  (h)

  	
  Waiver
  of Jury Trial

  	
  7

  
	
   

  	
   

  	
   

  
	
  (i)

  	
  Interpretation

  	
  7

  
	
   

  	
   

  	
   

  
	
  (j)

  	
  Severability

  	
  7

  
	
   

  	
   

  	
   

  
	
  (k)

  	
  Counterparts

  	
  7

  
	
   

  	
   

  	
   

  
	
  (l)

  	
  Grantee
  Undertaking

  	
  8

  
	
   

  	
   

  	
   

  
	
  (m)

  	
  Plan;
  Employee Shareholders’ Agreement

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
  DEFINITIONS

  	
  8

  



 


	
  EXHIBIT A

  	
   

  	
  INVESTMENT
  REPRESENTATIONS AND WARRANTIES

  
	
   

  	
   

  	
   

  
	
  EXHIBIT B

  	
   

  	
  SHARE
  POWER

  
	
   

  	
   

  	
   

  
	
  EXHIBIT C

  	
   

  	
  JOINDER
  AGREEMENT

  
	
   

  	
   

  	
   

  
	
  EXHIBIT D

  	
   

  	
  IRREVOCABLE
  PROXY

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  A

  	
   

  	
  VESTING
  OF TIME OPTIONS

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  B

  	
   

  	
  VESTING
  OF EBITDA OPTIONS

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  C

  	
   

  	
  LIQUIDITY
  EVENT VESTING TARGETS

  



 


ii

















 


FORM OF


LANTHEUS MI HOLDINGS, INC.


2008 EQUITY INCENTIVE PLAN


OPTION GRANT AWARD AGREEMENT


 


GRANT TO:  [Name of Grantee]


 


THIS
AGREEMENT (this “Agreement”) is made as of
[  ], 2008 (the “Grant
Date”), between Lantheus MI Holdings, Inc., a Delaware
corporation (the “Company”), and [Name of Grantee], who is an employee of the Company or one
of its Subsidiaries (the “Grantee”).  Capitalized terms, unless defined in Section 10
or a prior section of this Agreement, shall have the same meanings as in the
Plan (as defined below).


 


WHEREAS,
in connection with the Grantee’s employment with the Company or one of its
Subsidiaries, the Company desires to grant to the Grantee options to purchase a
certain number of shares of Common Stock, par value $0.001, of the Company (“Options”) on the date hereof
pursuant to the terms and conditions of this Agreement and the Company’s 2008
Equity Incentive Plan (the “Plan”).


 


WHEREAS,
the Board has determined that it would be to the advantage, and in the best
interest, of the Company and its shareholders to grant the Options provided for
herein to the Grantee as an incentive for increased efforts during his or her
employment with the Company or one of its Subsidiaries.


 


NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto hereby agree as follows:


 


SECTION 1.                            GRANT
OF OPTIONS AWARD


 


(a)                                  Grant.  Subject to the terms and conditions of the
Plan and this Agreement, the Company hereby grants to the Grantee the
following:


 


(i)                                     [50% of
total Options granted to Grantee] Options, which will be
earned based on time (the “Time Options”);
and


 


(ii)                                  [50% of
total Options granted to Grantee] Options, which will be
earned based on achievement of certain annual performance goals (the “EBITDA Options”);


 


(b)                                 Plan.  The foregoing awards are granted under the
Plan, which is incorporated herein by this reference and made a part of this
Agreement.


 


(c)                                  No
Rights as Stockholder.  It shall be
understood that none of the terms contained herein grant to the Grantee any
rights as a stockholder, and the Grantee shall not have any such rights unless
and until the Grantee receives Incentive Shares in connection with the exercise
of Options in accordance with the terms hereunder.


 

















 


(d)                                 Confidentiality, IP
Assignment, Non-Compete and Non-Solicit Agreement.  Unless such Grantee is already a party to a
Restrictive Agreement with the Company or any of its subsidiaries including
without limitation, Lantheus Medical Imaging, Inc., it is a condition to
the effectiveness of the Options and the obligation of the Company to issue any
Shares hereunder that the Grantee shall have executed, on or prior to the date
hereof, a confidentiality, intellectual property assignment, non-compete and
non-solicitation agreement in form and substance satisfactory to the Company
(the “Restrictive Agreement”).


 


SECTION 2.                            RIGHT
TO EXERCISE; VESTING


 


(a)                                  Vesting.  Subject to the provisions of this Agreement,
the following Options shall vest as follows:


 


(i)                                     the Time
Options shall vest in accordance with the provisions and terms of Schedule A;
and


 


(ii)                                  the EBITDA
Options shall vest in accordance with the provisions and terms of Schedule B.


 


(b)                                 Effect
of Vesting.   For each
vested Option the Grantee may exercise such Option for one share of the Company’s
Common Stock.


 


SECTION 3.                            EXERCISE
PROCEDURES


 


(a)                                  Notice
of Exercise.  The Grantee
may exercise its Options prior to its expiration as set forth in Section 6
to the extent they are vested by giving written notice to the Company in form
and substance reasonably satisfactory to the Company (such notice, a “Notice of Exercise”) specifying the
election to exercise such Options, the number of vested Options which are being
exercised and the form of payment.  The
Notice of Exercise shall be signed by the Grantee.  The Grantee shall deliver to the Company, at
the time of the Notice of Exercise, payment in a form permissible under Section 4
for the full amount of the Exercise Price.


 


(b)                                 Issuance
of Shares.  After
receiving a properly completed and executed Notice of Exercise and, payment for
the full amount of the Exercise Price as required by Section 3(a) and,
if applicable, an executed Joinder Agreement to the Employee Shareholders’
Agreement as required by Section 3(d), and an Irrevocable Proxy as
required by Section 3(e), the Company shall cause to be issued a certificate
or certificates for the Incentive Shares (as defined below), registered in the
name of the Grantee (or in the names of such person and his or her spouse as
community property or as joint tenants with right of survivorship), provided
that as a condition to the issuance of Incentive Shares hereunder, the Grantee
shall make, as of the time of issuance of such Incentive Shares,
representations and warranties in a form satisfactory to the Company and
substantially similar to those contained in Exhibit A.  In connection with any exercise of this
option, the Person exercising this option shall deliver to the Company a duly
executed blank share power in the form attached hereto as Exhibit B.  The date of the issuance of the Incentive
Shares by the Company to the Grantee, the “Exercise Date.”


 


(c)                                  Withholding
Requirements.  The Company
may withhold any tax (or other governmental obligation) required to be withheld
in connection with the exercise of the 


 


2

















 


Option, and as a condition to the settlement of any
or exercise of the Option.  Such
withholding may be made from any source (including any salary or other
compensation payable to the Grantee), and the Grantee shall make arrangements
satisfactory to the Company to enable it to satisfy all such withholding
requirements as a condition to the exercise of the Option (including by
remitting to the Company an amount in cash sufficient to satisfy the
withholding obligation).  For the
avoidance of doubt, the Company will not withhold any amounts greater than the
statutory minimum.


 


(d)                                 Joinder
Agreement.  At the time
of the Notice of Exercise, if the Grantee is not then party to the Employee
Shareholders’ Agreement, the Grantee shall be required to execute a Joinder
Agreement to the Employee Shareholders’ Agreement and become a party thereto
prior to or concurrent with such exercise. 
If the Grantee fails to execute the Joinder Agreement at or prior to the
time of the Notice of Exercise, such exercise shall be ineffective and, without
further notice, be deemed null and void.


 


(e)                                  Irrevocable
Proxy.  At the time of the Notice of
Exercise, if the Grantee has not then executed an Irrevocable Proxy, the
Grantee is also required to execute an Irrevocable Proxy.  If the Grantee fails to execute the
Irrevocable Proxy at or prior to the time of the Notice of Exercise, such
exercise shall be ineffective and, without further notice, be deemed null and
void.


 


SECTION 4.                            PAYMENT
OF EXERCISE PRICE


 


(a)                                  Cash or
Check.  In connection with an exercise
of the Option, all or part of the Exercise Price may be paid in cash or by
check.


 


(b)                                 Net
Exercise. 
Notwithstanding anything in this Agreement to the contrary, in
connection with an exercise of the Option, all or part of the Exercise Price
may be paid by reducing the number of Shares being purchased pursuant to such
exercise by the number of such Shares having a Fair Market Value equal to the
Exercise Price.


 


(c)                                  Other
Methods of Payment for Shares.  At the sole discretion of the Board, all or
any part of the Exercise Price and any applicable withholding requirements may
be paid by any other method permissible at the time under the terms of the
Plan.


 


SECTION 5.                            SECURITIES
LAW ISSUES, TRANSFER RESTRICTIONS


 


(a)                                  Grantee
Acknowledgements and Representations.  The Grantee understands and agrees that:  (x) the Options have not been registered
under the Securities Act, (y) the Options are restricted securities under
the Securities Act and (z) the Options may not be resold or transferred
unless they are first registered under the Securities Act or unless an
exemption from such registration is available. 
The Grantee hereby makes the representations and warranties set forth in
Exhibit A hereto.


 


(b)                                 No
Registration Rights.  The Company
may, but shall not be obligated to, register or qualify the issuance of
Incentive Shares to the Grantee, or the resale of any such Incentive Shares by
the Grantee under the Securities Act or any other applicable law.


 


3

















 


(c)                                  Transfers.  No Option shall be
transferable to any Person for any reason. Any attempt to Transfer any Option
shall be null and void and have no force or effect, and the Company shall not,
and shall cause any transfer agent not to, give any effect in such entity’s
share records to such attempted Transfer. 
Any Incentive Shares shall be subject to the restrictions on Transfer as
set forth in the Employee Shareholders’ Agreement.  Unless otherwise permitted pursuant to the
Employee Shareholders’ Agreement, the Grantee shall not Transfer any Incentive
Shares (y) except in compliance with the provisions of the Employee
Shareholders’ Agreement, and (z) unless the transferee shall have agreed
in writing to be bound by the terms of this Agreement in a manner acceptable to
the Board and otherwise acknowledging that such Incentive Shares are subject to
the restrictions set forth in this Agreement. 
Any attempt to Transfer any Incentive Shares not in compliance with this
Agreement shall be null and void and have no force or effect, and the Company
shall not, and shall cause any transfer agent not to, give any effect in such
entity’s share records to such attempted Transfer. The Grantee acknowledges
that the transfer restrictions contained in this Agreement are reasonable and
in the best interests of the Company.


 


SECTION 6.                            TERM OF
GRANT; EXPIRATION OF VESTED AND UNVESTED OPTIONS


 


(a)                                  Term of
Grant.  The Options granted pursuant
to this Agreement shall expire, terminate and be cancelled 10 years from the
Closing Date, unless such Options have expired, terminated and been cancelled
earlier as set forth herein.


 


(b)                                 Expiration
of Vested Options Following Termination.  Upon the Grantee ceasing to be employed by
the Company or one of its Subsidiaries (a “Terminated Grantee”
and, the date of such termination, the “Termination Date”)
for any reason, the following shall apply:


 


(i)                                     if the
Terminated Grantee resigns or otherwise terminates his or her employment with
the Company or one of its Subsidiaries, the Terminated Grantee or his or her
Permitted Transferees shall have 45 days from the Termination Date to exercise
any Options that have vested as of the Termination Date (otherwise, as of the
end of such 45-day period, such Options shall be cancelled, terminated and
forfeited in all respects);


 


(ii)                                  if the
Terminated Grantee is terminated by the Company or one of its Subsidiaries
without Cause, the Terminated Grantee or his or her Permitted Transferees shall
have 60 days from the Termination Date to exercise any Options that have vested
as of the Termination Date (otherwise, as of the end of such 60-day period,
such Options shall be cancelled, terminated and forfeited in all respects);


 


(iii)                               if the
Terminated Grantee is terminated by the Company or one of its Subsidiaries for
Cause, all Options that have vested as of the Termination Date shall be
cancelled, terminated and forfeited in all respects as of the Termination Date;
and


 


4

















 


(iv)                              if the
termination is due to the Terminated Grantee’s death, Disability, the
Terminated Grantee or his or her legal representative or Permitted Transferees
shall have one year from the Termination Date to exercise any Options that have
vested as of the Termination Date (otherwise such Options, as of the end of
such one-year period, shall be cancelled, terminated and forfeited in all
respects).


 


(c)                                  Expiration
of Unvested Options Following Termination.  Any Options that are unvested as of the
Termination Date shall expire and terminate in all respects as of such date,
and shall be forfeited by the Grantee or his or her Permitted Transferees.


 


SECTION 7.                            PUT
RIGHT AND CALL RIGHT UPON TERMINATION OF EMPLOYMENT


 


Upon
the termination of the Grantee’s employment with the Company or any of its
Subsidiaries, the Grantee or his or her Permitted Transferees shall have the
right to exercise the Put Right following such termination due to his or her
death or Disability, and the Company, or any Avista Investors designated
thereby, shall have the right to exercise the Call Right following such
termination for any reason, in each case, pursuant to the terms and conditions
set forth in the Employee Shareholders’ Agreement.


 


SECTION 8.                            ADJUSTMENT
OF SHARES


 


In
the event of a Recapitalization (as defined in the Plan), the terms of this
Agreement (including, without limitation, the number and kind of Common Shares
subject to this Agreement) shall be adjusted as set forth in Section 13 of
the Plan.  In the event that the Company
is a party to a merger or consolidation, this Agreement shall be subject to the
vesting schedule set forth on Schedule C attached hereto and
Section 13 of the Plan.


 


SECTION 9.                            MISCELLANEOUS
PROVISIONS


 


(a)                                  No
Retention Rights.  Nothing in
this Agreement or in the Plan shall confer upon the Grantee any right to
continue in Service or interfere with or otherwise restrict in any way the
rights of the Company or any Subsidiary employing the Grantee, which rights are
hereby expressly reserved by the Company and any Subsidiary employing the
Grantee, to terminate the Grantee’s Service at any time and for any reason,
with or without Cause.


 


(b)                                 Notices.  All notices, requests and other
communications under this Agreement shall be in writing and shall be delivered
in person (by courier or otherwise), mailed by certified or registered mail,
return receipt requested, or sent by facsimile transmission, as follows:


 


If
to the Company, to:


 


Lantheus MI Holdings, Inc.


331 Treble Cove Road


North
Billerica, Massachusetts 01862


Attention:  General Counsel


 


5

















 


If
to the Grantee, to the address that he or she most recently provided to the
Company,


 


or,
in each case, at such other address or fax number as such party may hereafter
specify for the purpose of notices hereunder by written notice to the other
party hereto.  All notices, requests and
other communications shall be deemed received on the date of receipt by the
recipient thereof if received prior to 5:00 p.m. in the place of receipt
and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or
communication shall be deemed not to have been received until the next
succeeding Business Day in the place of receipt.  Any notice, request or other written
communication sent by facsimile transmission shall be confirmed by certified or
registered mail, return receipt requested, posted within one Business Day, or
by personal delivery, whether by courier or otherwise, made within two Business
Days after the date of such facsimile transmissions; provided that such
confirmation mailing or delivery shall not affect the date of receipt, which
will be the date that the facsimile successfully transmitted the notice,
request or other communication.


 


(c)                                  Entire
Agreement.  This
Agreement and the Plan, together with the Employee Shareholders’ Agreement, the
Grantee’s employment agreement, if any, and the other agreements referred to
herein and therein and any schedules, exhibits and other documents referred to
herein or therein, constitute the entire agreement and understanding among the
parties hereto in respect of the subject matter hereof and thereof and
supersede all prior and contemporaneous arrangements, agreements and
understandings, both oral and written, whether in term sheets, presentations or
otherwise, among the parties hereto, or between any of them, with respect to
the subject matter hereof and thereof.


 


(d)                                 Amendment;
Waiver.  No amendment or modification
of any provision of this Agreement shall be effective unless signed in writing
by or on behalf of the Company and the Grantee, except that the Company may
amend or modify the Agreement without the Grantee’s consent in accordance with
the provisions of the Plan or as otherwise set forth in this Agreement.  Notwithstanding the foregoing, following the
First Public Offering and to the extent that the Avista Investors hold, in the
aggregate, at least 10% of the outstanding Shares, the Company shall not amend,
modify or waive the requirements of Section 3(d) hereof
without the prior written consent of the Avista Investors.  The failure of the Company in any instance to
exercise the Call Option shall not constitute a waiver of any other rights that
may subsequently arise under the provisions of this Agreement or any other
agreement between the Company and the Grantee. 
No waiver of any breach or condition of this Agreement shall be deemed
to be a waiver of any other or subsequent breach or condition whether of like
or different nature.  Any amendment or
modification of or to any provision of this Agreement, or any waiver of any
provision of this Agreement, shall be effective only in the specific instance
and for the specific purpose for which made or given.


 


(e)                                  Assignment.  Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable by the Grantee except pursuant to a Transfer in accordance with the
provisions of this Agreement.


 


6














 


(f)                                    Successors
and Assigns; No Third Party Beneficiaries.  This Agreement shall inure to the benefit of
and be binding upon the Company and the Grantee and their respective heirs,
successors, legal representatives and permitted assigns.  Nothing in this Agreement, expressed or
implied, is intended to confer on any Person other than the Company and the
Grantee, and their respective heirs, successors, legal representatives and
permitted assigns, any rights, remedies, obligations or liabilities under or by
reason of this Agreement.


 


(g)                                 Governing
Law; Venue.  All issues
concerning the relative rights of the Company and any Grantee with respect to
each other shall be governed by the laws of the State of Delaware.  All other issues concerning the construction,
validity and interpretation of this Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts made and performed entirely within such state, without regard to the
conflicts of laws rules of such state. 
Any legal action or proceeding with respect to the Agreement shall be
brought in the courts of the United States for the Southern District of New
York.


 


(h)                                 Waiver of Jury
Trial.  The Grantee hereby irrevocably
waives all right of trial by jury in any legal action or proceeding (including
counterclaims) relating to or arising out of or in connection with this
Agreement or any of the transactions or relationships hereby contemplated or
otherwise in connection with the enforcement of any rights or obligations
hereunder.


 


(i)                                     Interpretation.  Unless otherwise expressly provided, for
purposes of this Agreement, the following rules of interpretation apply:


 


Headings.  The division of this Agreement into Sections
and other subdivisions and the insertion of headings are for convenience of
reference only and do not alter the meaning of, or affect the construction or
interpretation of, this Agreement.


 


Section References.  Unless otherwise specified, all references in
this Agreement to any “Section” are to the corresponding Section of this
Agreement.


 


Schedules/Exhibits.  Any capitalized terms used in any Schedule or
Exhibit to this Agreement but are not otherwise defined therein have the
meanings set forth in this Agreement.


 


(j)                                     Severability.  If any provision of this Agreement is
invalid, illegal, or incapable of being enforced by any law, all other
provisions of this Agreement remain in full force and effect so long as the
economic and legal substance of the transactions contemplated hereby are not
affected in any manner materially adverse to any party.  If any provision of this Agreement is held to
be invalid, illegal, or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in order that the transactions
contemplated hereby are consummated as originally contemplated to the greatest
extent possible.


 


(k)                                  Counterparts.  The parties may execute this Agreement in one
or more counterparts, each of which constitutes an original and all of which
collectively constitute one 


 


7

















 


and the same instrument.  The signatures of all the parties need not
appear on the same counterpart.


 


(l)                                     Grantee
Undertaking.  The Grantee
agrees to take whatever additional action and execute whatever additional
documents the Company may deem necessary or advisable to carry out or effect
one or more of the obligations or restrictions imposed on either the Grantee or
upon the Options or any Incentive Shares pursuant to the provisions of this
Agreement.


 


(m)                               Plan;
Employee Shareholders’ Agreement.  The Grantee acknowledges and understands that
material definitions and provisions concerning the Options or any Incentive Shares
and the Grantee’s rights and obligations with respect thereto are set forth in
the Plan and the Employee Shareholders’ Agreement, and that, upon the exercise
of any Options, such Incentive Shares will be subject to the terms of the
Employee Shareholders’ Agreement, to the extent then applicable.  The Grantee has had the opportunity to retain
counsel, and has read carefully, and understands, the provisions of such
documents.


 


SECTION 10.                                                                     DEFINITIONS


 


(a)                                  “Affiliate” means, with respect to
any specified Person, (a) any other Person which directly or indirectly
through one or more intermediaries controls, or is controlled by, or is under
common control with, such specified Person (for the purposes of this
definition, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise); provided,
however, that neither the Company nor any of its Subsidiaries shall be
deemed an Affiliate of any of the Employee Shareholders (as such term is
defined in the Employee Shareholders’ Agreement) and vice
versa, and (b) if such specified
Person is an investment fund, any other investment fund the primary investment
advisor to which is the primary investment advisor to such specified Person.


 


(b)                                 “Avista Investors” means Avista
Capital Partners, LP and Avista Capital Partners (Offshore), LP, ACP-Lantern
Co-Invest, LLC or any of their Permitted Transferees.


 


(c)                                  “Board” means the Board of Directors
of the Company, as constituted from time to time.


 


(d)                                 “Business Day” means any day except a
Saturday, Sunday or other day on which commercial banks in New York City are
authorized by law to close.


 


(e)                                  “Call Option” has the meaning
ascribed to such term in the Employee Shareholders’ Agreement.


 


(f)                                    “Cause” means, with respect to the
Grantee, “Cause” as defined in the employment agreement, if any, by and between
the Company or any of its Subsidiaries and the Grantee or, if not so defined:


 


8

















 


(i)                                     the Grantee’s
breach of any fiduciary duty or legal or contractual obligation to the Company
or any of its Affiliates, or to the Company’s direct or indirect equity
holders;


 


(ii)                                  the Grantee’s
failure to follow the reasonable instructions of the Board or the Grantee’s
direct supervisor, which breach, if curable, is not cured within 10 Business
Days after notice to the Grantee or, if cured, recurs within 180 days;


 


(iii)                               the Grantee’s
gross negligence, willful misconduct, fraud, insubordination, acts of
dishonesty or conflict of interest relating to the Company or any of its
Affiliates; or


 


(iv)                              the Grantee’s
commission of any misdemeanor relating to the affairs of the Company or any of
its Affiliates or any felony.


 


(g)                                 “Change of Control” means, (a) any
transaction or series of related transactions, in which, after giving effect to
such transaction or transactions any “person” or “group” (as such terms are
used in Section 13(d) of the Exchange Act), other than by a “person”
which is an Avista Investor or by a “group” in which an Avista Investor is a
member acquires, directly or indirectly, in excess of 50% of the voting
securities of a Person, or (b) the sale, lease or other disposition of all
or substantially all of the assets any “person” or “group” (as such terms are
used in Section 13(d) of the Exchange Act), which shall include with
respect to the Company, the Company and its Subsidiaries on a consolidated
basis (including securities of the Company’s directly or indirectly owned
Subsidiaries), other than by a “person” which is an Avista Investor or by a “group”
in which an Avista Investor is a member, to a Person that is not an Affiliate
of such Person.


 


(h)                                 “Common Stock” means the voting
common stock of the Company, and any stock into which such Common Stock may
hereafter be converted, changed, reclassified or exchanged.


 


(i)                                     “Closing” or “Closing
Date” means January 8, 2008.


 


(j)                                     “Code” means the Internal Revenue
Code of 1986, as amended from time to time, and the regulations promulgated
thereunder.


 


(k)                                  “Disability” means, with respect to
the Grantee, “Disability” as defined in the employment agreement, if any, by
and between the Company or any of its Subsidiaries and the Grantee or, if not
so defined, any physical or mental illness, injury or infirmity which prevents
and/or is reasonably likely to prevent the Grantee from performing the Grantee’s
essential job functions for a period of (i) 90 consecutive calendar days
or (ii) an aggregate of 120 calendar days out of any consecutive 12 month
period.


 


(l)                                     “Employee” means any individual who
is a common-law employee of the Company or a Subsidiary thereof.


 


(m)                               “Employee Shareholders’ Agreement”
means that certain Employee Shareholders’ Agreement to be dated May 8,
2008 by and among the Company and the other 


 


9

















 


parties
thereto from time to time (as the same shall be amended, modified or
supplemented from time to time).


 


(n)                                 “Exercise Price” means $[FMV],
subject to appropriate adjustment as may be determined by the Board from time
to time.


 


(o)                                 “Fair Market Value” with respect to a
share of stock of the Company, means, in the event that such shares are listed
on an established U.S. exchange or through The NASDAQ Global Market or any
established over-the-counter trading system, the average of the closing prices
of such shares on such exchange if listed or, if not so listed, the average bid
and asked price of such shares reported on The NASDAQ Global Market or any
established over-the-counter trading system on which prices for such shares are
quoted, in each case, for a period of 20 trading days prior to such date of
determination, or (ii) if such shares are not publicly traded, a good
faith determination by the Board through a reasonable application of a
reasonable valuation method.  Such
determination shall be conclusive and binding on all persons.


 


(p)                                 “First Public Offering” means the
first underwritten public offering after the Closing Date of the Shares
pursuant to an effective registration statement under the Securities Act, other
than pursuant to a registration statement on Form S-4 or Form S-8 or
any similar or successor form.


 


(q)                                 “Irrevocable Proxy”  means the Irrevocable Proxy
in the form attached as Exhibit C hereto.


 


(p)                                 “Incentive Shares” means any Shares
issued pursuant to the exercise of any Option in accordance with the terms of
this Agreement.


 


(q)                                 “Joinder Agreement” means an
agreement substantially in the form of Exhibit C attached hereto,
pursuant to which the Grantee shall become a party to the Employee Shareholders’
Agreement and subject to all of the rights, restrictions and obligations
contained therein.


 


(r)                                    “Permitted Transferee”  means
(i) any executor, administrator or testamentary trustee of the Grantee’s
estate if the Grantee dies, (ii) any transferee receiving Shares owned by
the Grantee by will, intestacy laws or the laws of descent or survivorship, and
(iii) any trustee of a trust (including an inter vivos trust) of which
there are no principal beneficiaries other than the Grantee or one or more
lineal descendents, siblings or parents of the Grantee or one or more lineal
descendents of any siblings of the Grantee.


 


(s)                                  “Person” means an individual,
corporation, limited liability company, partnership, association, trust or
other entity or organization.


 


(t)                                    “Put Option” has the meaning ascribed
to such term in the Employee Shareholders’ Agreement.


 


(u)                                 “Securities Act” means the U.S.
Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.


 


10

















 


(v)                                 “Service” means service as an
Employee.


 


(w)                               “Share(s)” means a share(s) of
Common Stock of the Company.


 


(x)                                   “Subsidiary” means, with respect to
the Company, any other Person in which the Company, directly or indirectly
through one or more Affiliates or otherwise, beneficially owns at least 50% of
either the ownership interest (determined by equity or economic interests) in,
or the voting control of, such other Person.


 


(z)                                   “Transfer” means, with respect to any
securities (including the Shares and the Options), (i) when used as a
verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or
otherwise transfer such securities or any participation or interest therein,
whether directly or indirectly, or agree or commit to do any of the foregoing
and (ii) when used as a noun, a direct or indirect sale, assignment,
disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of
such securities or any participation or interest therein or any agreement or
commitment to do any of the foregoing.


 


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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.


 


	
   

  	
  LANTHEUS
  MI HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  [         ]

  
	
   

  	
   

  	
  Title:
  

  	
  [         ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of Grantee]

  



 


SIGNATURE PAGE TO OPTION
AWARD