Form of UK Tax Approved Stock Option Agreement



 Exhibit 10.33 
 UK APPROVED STOCK OPTION 
 For [number of shares] Shares 
 To Purchase Common Stock of 
 THE COOPER
COMPANIES, INC. 
 Issued Pursuant to Schedule A of The Cooper Companies, Inc. 
 2007 Long Term Incentive Plan (“the Plan”) 
 THIS CERTIFIES that on [date of
grant] [Name] (the “Holder”) was granted an option (the “Option”) to purchase at the price of $[100% of Fair Market Value defined as the closing price of the Company’s stock on the date of grant] per share (the “Option
Price”) all or any part of [Number of shares] fully paid and non-assessable shares (the “Shares”) of the common stock, par value $.10 per share, of The Cooper Companies, Inc. (the “Company”), upon and subject to the
following terms and conditions: 
 Unless otherwise indicated herein to the contrary, capitalized terms used in this Option Certificate shall
have the same meanings as set forth in the Plan. 
 1. Expiration. The Option shall expire on [tenth anniversary of date of grant]
(the “Expiration Date”). 
 2. Non-Transferable. The Option may be exercised during the Holder’s lifetime only by the
Holder. This Option shall be non-transferable and non-assignable by the Holder other than to his personal representatives. 
 3.
Vesting. The Option vests in equal portions on the earlier of: (i) each of the first four anniversaries of the date of grant, or (ii) the date when Average Closing Price reaches specified target amounts as follows: 
  

	 	(a)	one-fourth shall vest on the earlier of [first anniversary of the date of grant] or the date when the Average Closing Price of the Company’s stock achieves $[fair market value
which is 12% higher than option price]; 

  

	 	(b)	one-fourth shall vest on the earlier of [second anniversary of the date of grant] or the date when the Average Closing Price of the Company’s stock achieves $[fair market value
which is 20% higher than option price]; 

  

	 	(c)	one-fourth shall vest on the earlier of [third anniversary of the date of grant] or the date when the Average Closing Price of the Company’s stock achieves $[fair market value
which is 30% higher than option price]; 

  

	 	(d)	one-fourth shall vest on the earlier of [fourth anniversary of the date of grant] or the date when the Average Closing Price of the Company’s stock achieves $[fair market value
which is 40% higher than option price]. 

 Additionally, the options shall only vest if the Holder is employed by or a
consultant of the Company when the specified target criteria have been met. The Holder shall forfeit the unvested portion of the Option and such option shall terminate and be cancelled at the time the Holder ceases to be an employee of or consultant
to the Company, any Subsidiary or any Affiliate, in accordance with Section 8 of this Agreement. 
  

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 For purposes of this Section 3, Average Closing Price shall mean the average of the closing prices
of a share of common stock of the Company on the New York Stock Exchange (composite quotations, rounded to the nearest whole cent) for the days on which the common stock is so traded, during any 30 consecutive calendar day period commencing on the
date the stock target is first achieved. 
 4. Exercise. The Option shall be exercised by the delivery, not less than one business day
prior to the intended date of exercise, of a written notice of exercise in the form attached as Exhibit A hereto duly signed by the Holder, to the Company on any business day, at the Company’s principal office. 
 The Committee may condition the exercise of the Option or the issuance or delivery of the Shares upon the listing, registration or qualification of the
Shares upon a securities exchange or under applicable securities laws. All certificates for Shares delivered under the Option shall be subject to such stock transfer order and other restrictions as the Committee may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed and any applicable Federal or state securities law. The Committee may cause a legend or legends to be placed on any
such certificates to make appropriate reference to such restrictions. 
 5. Payment. Payment for the Shares purchased pursuant to the
exercise of the Option shall be made in full at the time of the exercise of the Option at the election of the Holder (i) by cash, check, wire transfer, or (ii) by such other method of payment (including a broker initiated cash-less
exercise) which has received the prior written approval of HM Revenue and Customs. The Company shall not make loans to any option holder for payment of the purchase price of stock options. 
 6. Delivery of Shares and Remaining Option. Promptly after the Holder exercises the Option and makes full payment of the Option Price with respect
to the Shares purchased pursuant to such exercise, the Company shall cause to be issued to the Holder or such other person as he/she may elect, the Shares purchased pursuant to the exercise of the Option. Unless the Holder requests in writing for a
certificate to be issued, the Shares issuable upon exercise of the Option shall be held in book form or in a brokerage account designated by the Committee. 
 7. Income Tax. No later than the date as of which an amount first becomes taxable income of the Holder with respect to the Option, the Holder shall pay to the Company, or make arrangements satisfactory to the
Committee regarding the payment of, any income tax and National Insurance contributions required by law to be withheld with respect to such amount. The obligations of the Company under the Option shall be conditional on such payment or arrangements
and the Company and its Subsidiaries or Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Holder. 
 8. Termination of Employment. If the Holder ceases to be an employee of or consultant to the Company or any Subsidiary or Affiliate, then the
vested portion of the Option may be exercised by the Holder (or the Holder’s representative in the case of death) as described in this Section 8. Any portion of the Option which is not exercised within the following time periods shall be
forfeited and shall terminate: 
 (a) If the Holder’s employment or consultancy is terminated involuntarily without Cause, the Holder may
exercise any unexercised vested portion of the Option at any time prior to the earlier of the Option Expiration Date, or the date that is three months after the Holder’s involuntary termination without Cause; 
 (b) If the Holder’s employment or consultancy terminates due to Retirement or Disability, the Holder may exercise any unexercised vested portion of
the Option at any time prior to the earlier of the 

  

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Option Expiration Date or the date that is three years after the applicable Holder’s Normal or Early Retirement or termination of employment due to
Disability, as the case may be. In the event that the Holder dies during the period in which the unexercised portion of the Option remains exercisable under this paragraph (b), the representatives of the estate or the heirs of the deceased Holder,
as the case may be, may exercise the unexercised portion of the Option for a period of twelve months from the date of death or until the Option Expiration Date, whichever period is shorter; 
 (c) If the Holder’s employment or consultancy terminates due to death, the representative of the estate or the heirs of the deceased Holder, as the
case may be, may exercise the unexercised vested portion of the Option at anytime prior to the earlier of the Option Expiration Date or within twelve months following the Holder’s death; 
 (d) If the Holder’s employment or consultancy is terminated with Cause or is voluntarily terminated by the Holder, then the unexercised portion of
the Option shall be forfeited and shall terminate immediately and no longer be exercisable. 
 9. Merger, Reorganization, Etc. In the
event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split or other such change in corporate structure affecting the Stock, such substitution or adjustment shall be made in the number of Shares and the Option
Price, as may be determined to be appropriate by the Committee, in its sole discretion; provided that the number of Shares shall always be a whole number. 
 10. Miscellaneous. Nothing contained herein shall be construed to confer upon the Holder any right to be continued as an employee of or consultant to the Company or interfere with any right of the Company or
its Subsidiaries or Affiliates to retire, request the resignation of or discharge the Holder at any time, with or without Cause. 
 The grant
of an Option under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of options or benefits in lieu of options in the future. Future grants of options, if any, will be at the sole discretion of the
Company, including, but not limited to, the timing of the grant, the number of stock options, vesting provisions, and the exercise price. 
 The Board, with the consent of the Holder, may amend at any time or from time to time, the terms and conditions of the Option subject to prior consent of HM Revenue & Customs for any change to a “key feature” within the
meaning of Schedule 4 of the Income Tax (Earnings and Pensions) Act 2003. 
 Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered personally or by mail, postage prepaid, addressed as follows: to the Company or an officer of the Company or the Committee or any member thereof, at the Company’s offices
at 6140 Stoneridge Mall Road, Suite 590, Pleasanton, CA 94588, or at such other address as the Company, or any other such person, by notice to the Holder, may designate in writing from time to time; to the Holder at the address shown below the
Holder’s signature on this Option Certificate, or at such other address as the Holder, by notice to the Company, may designate in writing from time to time. Notices shall be effective upon receipt. 
 The Holder shall not be deemed to be the holder of, or to have any of the rights of a stockholder with respect to, any Shares unless and until the Option
shall have been exercised pursuant to the terms hereof, and full payment has been made with respect to such Shares. Thereupon, the Holder shall have full voting, dividend and other ownership rights with respect to such Shares. 
 The Holder acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph. The Company, and
any Subsidiary or any Affiliate, may hold certain personal information regarding Holder, including Holder’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, salary,
nationality, job title, 

  

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any shares of stock awarded, cancelled, purchased, vested, unvested or outstanding in Holder’s favor, for the purpose of managing and administering the
Plan (“Data”). The Company, and any Subsidiary or any Affiliate, will transfer Data to any third parties assisting the Company, Subsidiary or Affiliate in the implementation, administration and management of the Plan. These recipients may
be located in the European Economic Area, or elsewhere, such as the United States. Holder authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and
managing Holder’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on Holder’s behalf to a broker or other third
party with whom Holder may elect to deposit any shares of stock acquired pursuant to the Plan. Holder may, at any time, review Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company and its
Subsidiaries or Affiliates; however, withdrawing the consent may affect Holder’s ability to participate in the Plan. 
 The Option and
this Option Certificate are issued pursuant to, and are subject to all of the terms and conditions of, the Plan, the terms, conditions and definitions of which are hereby incorporated as though set forth at length, and the receipt of a copy of which
the Holder hereby acknowledges by signing below. A determination by the Committee as to any questions which may arise with respect to the interpretation of the provisions of the Option or of the Plan shall be final. The Committee may authorize and
establish such rules, regulations and revisions thereof not inconsistent with the provisions of the Plan, as it may deem advisable. 
 [SIGNATURE PAGE FOLLOWS] 
  

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 WITNESS the signatures of the Company’s duly authorized officers and the Holder. 
  

					
	Dated: November     , 20    	 	THE COOPER COMPANIES, INC.
			
		 	By:	 	  

		 		 	Carol R. Kaufman
		 		 	Sr. Vice President of Legal Affairs,
		 		 	Secretary and Chief Administrative Officer

  

			
	ATTEST:
		
	By:	 	  

		 	Daniel G. McBride
		 	Vice President and General Counsel
	
	ACCEPTED:
		
	By:	 	  

		 	[name]
		 	[Address 1]
		 	[Address 2]

  

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 EXHIBIT A 
 THE COOPER COMPANIES, INC. 
 UK APPROVED OPTION CERTIFICATE 
 NOTICE OF ELECTION TO EXERCISE OPTION 
 [To be delivered not less than one business day prior to the intended time of exercise] 
  

			
	To:	 	The Cooper Companies, Inc.
		 	6140 Stoneridge Mall Road, Suite 590
		 	Pleasanton, CA 94588
	From:	 	[Name]

 I hereby elect to exercise an option to purchase at the price of $[option price] per share,
                     shares of the Company’s common stock pursuant to the terms of an Option granted [date of grant], covering [number of
shares] shares which was granted to me under Schedule A of the Cooper Companies, Inc. 2007 Long Term Incentive Plan. 
  

					
	Dated:                    	 	
			
		 	Signature:	 	 

  

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