exv10w12






Exhibit 10.12




Summary

of

Terms

of

Alere Inc. Stock Option Agreements



Alere Inc. currently has stock options outstanding under two stockholder-approved plans: the
Inverness Medical Innovations, Inc. 2001 Stock Option and Incentive Plan, as amended (the “2001
Plan”), and the Alere Inc. 2010 Stock Option and Incentive Plan (the “2010 Plan”). The
Compensation Committee of the Board of Directors of Alere administers both the 2001 Plan and the
2010 Plan. Currently, grants of stock options are only being made pursuant to the 2010 Plan. Many
of the terms of Alere’s outstanding stock options are set forth in the plan under which the
particular option was granted. Both the 2001 Plan and the 2010 Plan are publicly available and are
incorporated by reference into Alere’s most recent Annual Report on Form 10-K. Additional terms
are included in stock option agreements entered into between Alere and each optionee. Stock
options are granted using standard forms of stock option agreement, although different forms are
used depending on whether the optionee is or was at the time of grant (a) a director or officer of
Alere or an employee of Alere or one of its subsidiaries, (ii) a U.S. tax payer or (iii) a U.S. tax
payer eligible to receive a statutory incentive stock option. The chart below sets forth the
material terms of the forms of stock option agreements currently in use by Alere. Past grants were
made on substantially similar forms and contained terms substantially similar to those set forth
below.



Certain of Alere’s directors, employees and officers who are residents of the United Kingdom are
eligible to receive grants pursuant to a U.K. tax qualified subplan that was adopted under both the
2001 Plan and the 2010 Plan (the “UK Subplan”). The UK Subplan contains additional terms for
option grants made pursuant to it and is separately incorporated by reference in Alere’s most
recent Annual Report on Form 10-K.




	 	 	 

	Expiration*

	 	Provision applicable to all stock options
	 
	 	 
	 

	 	10 years from the date of grant
	 
	 	 
	Manner of Exercise

	 	Provision applicable to stock options granted to U.S. non-employee directors, U.S. employees and U.S. officers.
	 
	 	 
	 

	 	Payment of the Option Exercise 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 Exercise Price.
	 
	 	 
	 

	 	Provision applicable to stock options granted to non-U.S. non-employee directors, non-U.S. employees and non-U.S. officers.
	 
	 	 
	 

	 	Payment of the Option Exercise 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) 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 Exercise Price.
	 
	 	 
	Termination of
Employment

	 	No Subsequent Vesting
	 
	 	 
	 
	 	Provision applicable to stock options granted to employees and officers.






 









 














	 	 	 

	 

	 	If the Optionee’s employment by the Company or a Subsidiary 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 Stock Option may be subject to earlier termination.
	 
	 	 
	 

	 	Provision applicable to stock options granted to non-employee directors.
	 
	 	 
	 

	 	If the Optionee ceases to provide
services to the Company as a Director, the period within which to exercise the Stock Option may be subject to earlier termination.
	 
	 	 
	 

	 	Termination Due to Death
	 
	 	 
	 

	 	Provision applicable to stock options granted to employees and officers.
	 
	 	 
	 

	 	If the Optionee’s employment terminates by reason of death, any Stock 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.
	 
	 	 
	 

	 	Provision applicable to stock options granted to non-employee directors.
	 
	 	 
	 

	 	If the Optionee ceases to be a director or employee by reason of death, any Stock Option granted to the Optionee as 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.
	 
	 	 
	 

	 	Termination Due to Disability
	 
	 	 
	 

	 	Provision applicable to stock options granted to employees and officers only.
	 
	 	 
	 

	 	If the Optionee’s employment terminates by reason of disability (as determined by the Administrator), any Stock 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 paragraph (b) shall extend such period for another twelve months from the date of death or
until the Expiration Date, if earlier.
	 
	 	 
	 

	 	Termination for Cause 
	 
	 	 
	 

	 	Provision applicable to stock options granted to  non-employee directors
	 
	 	 
	 

	 	If the Optionee ceases to be a director for Cause, any Stock Option held by the Optionee shall terminate immediately and be of no further force and effect. For
purposes of this Agreement, “Cause” shall mean: (i) any material breach by the Optionee of any agreement between the Optionee and the Company or a Subsidiary; (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 than by reason of disability) by the Optionee of the Optionee’s duties to the Company or a Subsidiary. If it is discovered that
an Optionee’s service could have been terminated for Cause but such information was not known by the Company, the date of termination of service shall be deemed to
be the date on which the act constituting Cause took place. In the event that an Optionee has exercised a Stock Option after he or she has committed an act
constituting Cause, the Administrator may, may in his or her sole
discretion and to the extent permitted by law or applicable regulations, take action to recover
the Option Shares and any gains made by the Optionee in respect of such Option Shares.
	 
	 	 
	 

	 	Provision applicable to stock options granted to U.S. employees and U.S. officers
	 
	 	 
	 

	 	If the Optionee’s employment terminates for Cause, any Stock Option held by the Optionee shall terminate immediately and be of no further force and effect. For
purposes of this Agreement, “Cause” shall mean: (i) any material breach by the Optionee of any agreement between the Optionee and the Company or a Subsidiary; (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 than by reason of disability) by the Optionee of the Optionee’s duties to the Company or a Subsidiary. If it is discovered that
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 a Stock Option after he or she has committed an
act constituting Cause, the Administrator, may in his or her sole
discretion and to the extent permitted by law or applicable






 









 






	 	 	 

	 

	 	 regulations, may take action to
recover the Option Shares and any gains made by the Optionee in respect of such Option Shares.
	 
	 	 
	 

	 	Provision applicable to stock options granted to non-U.S. employees and non-U.S. officers
	 
	 	 
	 

	 	If the Optionee’s employment terminates for Cause, any Stock Option held by the Optionee shall terminate immediately and be of no further force and effect. For
purposes of this Agreement, “Cause” shall mean: (i) any material breach by the Optionee of any agreement between the Optionee and the Company or a Subsidiary; (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 than by reason of disability) by the Optionee of the Optionee’s duties to the Company or a Subsidiary.
	 
	 	 
	 

	 	Other Termination
	 
	 	 
	 

	 	Provision applicable to stock options granted to employees and officers
	 
	 	 
	 

	 	If the Optionee’s employment terminates for any reason other than death, disability or Cause, and unless otherwise determined by the Administrator, any Stock 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 Stock 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 Stock Option that is not exercisable at such time shall terminate immediately and be of no further force or effect.
	 
	 	 
	 

	 	Provision applicable to stock options granted to non-employee directors
	 
	 

	 	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, to the extent permitted by law or applicable regulations (as determined by the Administrator), 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 Stock 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.
	 
	 	 
	 

	 	Extension for Securities Law Compliance
	 
	 	 
	 

	 	Provision applicable to stock options granted to U.S. employees and U.S. officers only
	 
	 	 
	 

	 	The applicable period of post-service exercisability in effect pursuant to the foregoing provisions of this section shall automatically be extended by an additional
period of time equal in duration to any interval within such post-service exercise period during which the exercise of this Stock Option cannot be effected solely
because of the condition set forth below under Securities Law Compliance, but in no event shall such an extension result in the continuation of this Stock Option
beyond the Expiration Date.
	 
	 	 
	Securities Law
Compliance

	 	Provision applicable to stock options granted to U.S. employees and U.S. officers only
	 
	 	 
	 

	 	Notwithstanding anything to the contrary contained herein, the Stock Option may not be exercised unless the shares of Stock issuable upon exercise of the Stock
Option are then registered under the United States Securities Act of 1933, as amended (the “Act”) or, if such shares are not then registered, the Company has
determined that such exercise and issuance would be






 









 






	 	 	 

	 

	 	exempt from the registration
requirements of the Act.
	 
	Transferability

	 	Provision applicable to stock options granted to non-employee directors
	 
	 	 
	 

	 	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. Upon approval of the Administrator following submission of a petition for transfer from the Optionee to the Administrator and the
written agreement of the proposed transferee to be bound by the terms of the Plan and this Agreement, to the Optionee’s spouse, children (natural or adopted) or
stepchildren, a trust for the sole benefit of one or more such family members of which the Optionee is the settlor, or a family limited partnership or family
limited liability company of which the limited partners or members, as the case may be, consist solely of one or more such family members.
	 
	 	 
	 

	 	Provision applicable to stock options granted to employees other than officers
	 
	 	 
	 

	 	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.
	 
	 	 
	 

	 	Provision applicable to non-qualified stock options granted to officers
	 
	 	 
	 

	 	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. Upon approval of the Administrator following submission of a petition for transfer from the Optionee to the Administrator and the
written agreement of the proposed transferee to be bound by the terms of the Plan and this Agreement, to the Optionee’s spouse, children (natural or adopted) or
stepchildren, a trust for the sole benefit of one or more such family members of which the Optionee is the settlor, or a family limited partnership or family
limited liability company of which the limited partners or members, as the case may be, consist solely of one or more such family members.
	 
	 	 
	 

	 	Provision applicable to incentive stock options granted to officers
	 
	 	 
	 

	 	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, to the extent that any portion of this Stock Option exceeds the $100,000 limitation described in
Section 422(d) of the Internal Revenue Code of 1986, as amended (the “Code”), such portion shall be deemed a non-qualified Stock Option and may be transferred, upon
approval of the Administrator following submission of a petition for such transfer from the Optionee to the Administrator and the written agreement of the proposed
transferee to be bound by the terms of the Plan and this Agreement, to the Optionee’s spouse, children (natural or adopted) or stepchildren, a trust for the sole
benefit of one or more such family members of which the Optionee is the settlor, or a family limited partnership or family limited liability company of which the
limited partners or members, as the case may be, consist solely of one or more such family members.








 




			
	*	 	Set by the Administrator under the applicable plan at the time of grant, but Alere Inc. stock
options have historically been, and are expected to continue to be, granted on these terms.