ex10-41.htm


    
      

    

    Exhibit
10.41

     

     

    
      STRATEGIC
DIAGNOSTICS INC.

      


      NONQUALIFIED STOCK OPTION
GRANT

       

       

            This
NONQUALIFIED STOCK OPTION GRANT (the “Agreement”), dated as of <GRANT
DATE> (the “Date of Grant”), is delivered by Strategic Diagnostics Inc. (the
“Company”) to <GRANTEE NAME> (the “Grantee”).

      


      RECITALS

       

            WHEREAS,
the Board of Directors of the Company (the “Board”) has decided to grant a
nonqualified stock option to the Grantee in connection with his acceptance of
employment with the Company and as an inducement for the Grantee to promote the
best interests of the Company and its stockholders; and

       

           
WHEREAS, the Company maintains the Strategic Diagnostics Inc. 2000 Stock
Incentive Plan, as amended through May 12, 2009 (the “Plan”); and

       

            WHEREAS,
this nonqualified stock option grant is made outside of the Plan, but the
parties have agreed that the terms of the Plan shall be incorporated into this
Agreement by reference and that this nonqualified stock option grant shall be
subject in all respects to the terms of the Plan; and

       

            WHEREAS,
except as specifically indicated otherwise, all references in this Agreement to
the “Board” shall be deemed to refer to the Compensation Committee.

       

            NOW,
THEREFORE, the parties to this Agreement, intending to be legally bound hereby,
agree as follows:

      


      1.           Grant of
Option.  Subject to the terms and conditions set forth in this
Agreement and the Plan, the Company hereby grants to the Grantee a nonqualified
stock option (the “Option”) to purchase <OPTION SHARES> shares of common
stock of the Company (“Shares”) at an exercise price of <EXERCISE PRICE>
per Share.  The Option shall become exercisable according to Section 2
below.

       

      2.           Exercisability of
Option. The Option shall become exercisable on the following dates (each,
a “Vesting Date”), if the Grantee is employed by, or providing service to, the
Company or a Subsidiary (as defined in the Plan) (collectively, the “Employer”)
on the applicable Vesting Date:

       

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

       

      
        	
                 

                Vesting
      Date

              	
                Number
      of Shares Subject to 

                Option

                Exercisable
      on Vesting Date

              
	
                <V
      DATE 1>

              	
                <SHARES>

              
	
                <V
      DATE 2>

              	
                <SHARES>

              
	
                <V
      DATE 3>

              	
                <SHARES>

              
	
                <V
      DATE 4>

              	
                <SHARES>

              


      

      


      The
exercisability of the Option is cumulative, but shall not exceed 100% of the
Shares subject to the Option.  The Option shall be fully exercisable
on <FULLY EXERCISABLE DATE>, if the Grantee has continuously been employed
by, or provided service to, the Employer from the Date of Grant through
<FULLY EXERCISABLE DATE>.

      


      3.           Term of
Option.

       

           
(a)           The Option
shall have a term of ten years from the Date of Grant and shall terminate at the
expiration of that period, unless it is terminated at an earlier date pursuant
to the provisions of this Agreement or the Plan.

       

           
(b)           The Option
shall automatically terminate upon the happening of the first of the following
events:

       

                   
(i)           The
expiration of the 90-day period after the Grantee ceases to be employed by, or
provide service to, the Employer, if the termination is for any reason other
than Disability (as defined in the Plan), death or Cause (as defined in the
Plan);

       

                   
(ii)          The expiration
of the one-year period after the Grantee ceases to be employed by, or provide
service to, the Employer on account of the Grantee’s Disability;

       

                   
(iii)         The expiration of the
180-day period after the Grantee ceases to be employed by, or provide service
to, the Employer, if the Grantee dies while employed by, or providing service
to, the Employer or within 90 days after the Grantee ceases to be so employed or
provide such services on account of a termination described in Section 3(b)(i)
above; or

       

                   
(iv)         The date on which the
Grantee ceases to be employed by, or provide service to, the Employer for
Cause.  In addition, notwithstanding the prior provisions of this
Section 3, if the Board determines that the
Grantee has engaged in conduct that constitutes Cause at any time while the
Grantee is employed by, or providing service to, the Employer or after the
Grantee’s employment or service terminates, the Option shall immediately
terminate, and the Grantee shall automatically forfeit all Shares underlying any
exercised portion of the Option for which the Company has not yet delivered the
Share certificates, upon refund by the Company of the exercise price paid by the
Grantee for such Shares.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      Notwithstanding
the foregoing, in no event may the Option be exercised after the date that is
immediately before the tenth anniversary of the Date of Grant.  Any
portion of the Option that is not exercisable at the time the Grantee ceases to
be employed by, or provide service to, the Employer shall immediately
terminate.

      


      4.           Exercise
Procedures.

       

           
(a)           Subject to
the provisions of Sections 2 and 3 above, the Grantee may exercise part or all
of the exercisable Option by giving the Board written notice of intent to
exercise, in a form and manner prescribed by the Board, specifying the number of
Shares as to which the Option is to be exercised.  On the delivery
date, the Grantee shall pay the exercise price (i) in cash, (ii) with the
approval of the Board, by delivering Shares owned by the Grantee which shall be
valued at their Fair Market Value (as defined in the Plan) on the date of
delivery, (iii) by payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board, or (iv) by such other
method as the Board may approve.  The Board may impose from time to
time such limitations as it deems appropriate on the use of Shares to exercise
the Option.

       

           
(b)           The
obligation of the Company to deliver Shares upon exercise of the Option shall be
subject to all applicable laws, rules, and regulations and such approvals by
governmental agencies as may be deemed appropriate by the Board, including such
actions as Company counsel shall deem necessary or appropriate to comply with
relevant securities laws and regulations.  All obligations of the
Company under this Agreement shall be subject to the rights of the Employer as
set forth in Section 6 to withhold amounts required to be withheld for any
taxes, if applicable.

       

      5.           Change of Control of the
Company.  Except as otherwise provided in this Agreement, the
provisions of the Plan applicable to a Change of Control (as defined in the
Plan) shall apply to the Option, and, in the event of a Change of Control, the
Board may take such actions as it deems appropriate pursuant to the
Plan.

       

      6.           Withholding of
Taxes

       

           
(a)           Required
Withholding.  The Option shall be subject to applicable federal
(including FICA), state and local tax withholding requirements.  The
Grantee or other person receiving or exercising the Option shall be required to
pay to the Employer the amount of any such taxes that the Employer is required
to withhold with respect to the Option, or to allow the Employer to deduct from
other wages paid by the Employer the amount of any withholding taxes due with
respect to the Option.

       

           
(b)           Election to Withhold
Shares.  The Grantee may elect to satisfy the Employer’s income
tax withholding obligation with respect to the Option by having shares withheld
up to an amount that does not exceed the Grantee’s minimum applicable
withholding tax rate for federal (including FICA), state and local tax
liabilities.  The election must be in a form and manner prescribed by
the Board.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      7.           Transferability;
Restrictions on Exercise.  The Option shall not be transferable
by the Grantee other than by will or by the laws of descent and
distribution.  Only the Grantee may exercise the Option during the
Grantee’s lifetime.  After the Grantee’s death, the Option shall be
exercisable solely by the legal representatives of the Grantee, or by the person
who acquires the right to exercise the Option by will or by the laws of descent
and distribution, to the extent that the Option is exercisable pursuant to this
Agreement.

       

      8.           Option Subject to Plan
Provisions.  This grant is made
outside of the Plan, but is nevertheless subject to the terms and provisions of
the Plan, which are incorporated herein by reference, and in all respects shall
be interpreted in accordance with the Plan.  The grant and exercise of
the Option are subject to interpretations, regulations and determinations
concerning the Plan established from time to time by the Board in accordance
with the provisions of the Plan, including, but not limited to, provisions
pertaining to (a) rights and obligations with respect to withholding taxes, (b)
the registration, qualification or listing of the Shares, (c) changes in
capitalization of the Company and (d) other requirements of applicable
law.  The Board shall have the authority to interpret and construe the
Option pursuant to the terms of the Plan, and its decisions shall be conclusive
as to any questions arising hereunder.  By accepting the Option, the Grantee agrees to be bound
by the terms of the Plan and this Agreement.  The Grantee further
agrees that all of the decisions and determinations of the Board with respect to
the Option and the Plan shall be final and binding.

       

      9.           No Employment or Other
Rights.  The grant of the Option shall not confer upon the
Grantee any right to be retained by or in the employ or service of the Employer
and shall not interfere in any way with the right of the Employer to terminate
the Grantee’s employment or service at any time.  The right of the
Employer to terminate at will the Grantee’s employment or service at any time
for any reason is specifically reserved, except as
may be otherwise provided in the written employment agreement between the
Grantee and the Company, dated May 18, 2009 (the “Employment
Agreement”).

       

      10.          No Stockholder
Rights.  Neither the Grantee, nor any person entitled to
exercise the Grantee’s rights in the event of the Grantee’s death, shall have
any of the rights and privileges of a stockholder with respect to the Shares
subject to the Option, until certificates for Shares have been issued upon the
exercise of the Option.

       

      11.          Assignment.  The
rights and interests of the Grantee under this Agreement may not be sold,
assigned, encumbered or otherwise transferred except, in the event of the death
of the Grantee, by will or by the laws of descent and
distribution.  In the event of any attempt by the Grantee to alienate,
assign, pledge, hypothecate, or otherwise dispose of the Option or any right
hereunder, except as provided for in this Agreement, or in the event of the levy
or any attachment, execution or similar process upon the rights or interests
hereby conferred, the Company may terminate the Option by notice to the Grantee,
and the Option and all rights hereunder shall thereupon become null and
void.  The rights and protections of the Company hereunder shall
extend to any successors or assigns of the Company and to the Company’s parents,
subsidiaries, and affiliates.  This Agreement may be assigned by the
Company without the Grantee’s consent.

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      12.          Applicable
Law.  The validity, construction, interpretation and effect of
this Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware, without giving effect to the conflicts of laws provisions
thereof.

       

      13.          Entire
Agreement.  This Agreement, the Employment Agreement and the
Plan (and the notices and agreements to be executed in relation to the exercise
of the Option) together represent the entire agreement between the parties
hereto regarding the Option granted hereunder and supersede any and all previous
written or oral agreements or discussions between the parties and any other
person or legal entity concerning the transactions contemplated herein or
therein.  Except as otherwise expressly provided herein, this
Agreement cannot be amended or modified except by a written instrument executed
by the parties hereto.

       

      14.          Notice.  Any
notice to the Company provided for in this Agreement shall be addressed to the
Company in care of the Chief Financial Officer at
Strategic Diagnostics Inc., 111 Pencader Drive, Newark, DE 19702, and any
notice to the Grantee shall be addressed to such Grantee at the current address
shown on the payroll of the Employer, or to such other address as the Grantee
may designate to the Employer in writing.  Any notice shall be
delivered by hand, sent by telecopy or enclosed in a properly sealed envelope
addressed as stated above, registered and deposited, postage prepaid, in a post
office regularly maintained by the United States Postal Service.

       

      [Signature Page
Follows]

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

         

      

      IN
WITNESS WHEREOF, the Company has caused its duly authorized officers to execute
and attest this Agreement, and the Grantee has executed this Agreement,
effective as of the Date of Grant.

       

      
        
          	 	

                  STRATEGIC DIAGNOSTICS
    INC.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	

                  <COMPANY
      REPRESENTATIVE>

                	 
	 	 	 	 


        

         

      

      I hereby accept the Option grant described in this
Agreement.  I have read the Plan and I understand and agree that
although the Option is granted outside of the Plan, the terms of the Plan are
incorporated into this Agreement by reference and that this Option is subject in
all respects to the terms of the Plan.  I hereby agree to be bound by
the terms of this Agreement and the Plan and any determinations of the
Board with respect to the Option.

       

      
         

        
          
            	
                     

                  	
                    Accepted:

                  	 	 
	 	 	

                    <GRANTEE>

                  	 
	 	 	 	 


          

           

           

          -6-