Exhibit 10.11




Restricted Stock Agreement




under the Inverness Medical Innovations, Inc.




2001 Stock Option and

Incentive Plan




Name of Grantee:                                Ron

Zwanziger (the “Grantee”)




No. of Shares:                                      152.741423722644

Shares of Common Stock




Grant Date:                                           August

15, 2001




Per

Share Purchase Price:               $69,827.70993 (the

“Per Share Purchase Price”)




Pursuant to the Inverness Medical Innovations, Inc.

2001 Stock Option and Incentive Plan (the “Plan”), Inverness Medical

Innovations, Inc., a Delaware

corporation (together with its successors, the “Company”), hereby

grants, sells and issues to the individual named above, who is an officer,

employee, director, consultant or other key person of the Company or any of its

subsidiaries, the Shares (as defined below) at the Per Share Purchase Price

subject to the terms and conditions set forth herein and in the Plan.  The Grantee agrees to the provisions set

forth herein and acknowledges that each such provision is a material condition

of the Company’s agreement to issue and sell the Shares to him or her.  The Company hereby acknowledges receipt of

the following consideration in full payment for the Shares: (1) cash in the

amount of $0.15; and (2) a full recourse promissory note in the amount of $10,655,583.68.  This Agreement shall be subject to and

governed by all the terms and conditions of the Plan.




1.             Definitions. 

For the purposes of this Agreement, the following terms shall have the

following respective meanings.  All

capitalized terms used herein and not otherwise defined shall have the

respective meanings set forth in the Plan.




“Cause” means a

vote of the Board resolving that the Grantee has committed willful misconduct

or gross negligence in the performance of duty in connection with the business

affairs of the Company which, as determined in good faith by the Board,

would:  (i) materially adversely

affect the business or the reputation of the Company with its current or

prospective customers, suppliers, lenders and/or other third parties with whom

it does or might do business; or (ii) expose the Company to a risk of

civil or criminal legal damages, liabilities or penalties; provided that

if such willful misconduct or gross negligence and the adverse effects or

damages therefrom may be cured, the Grantee shall have fourteen (14) days or

such additional time as may be reasonably determined by the Board to effect

such cure from receipt by the Grantee of a written demand from the Board.




“Common Stock”

means the Company’s Common Stock, par value $0.001 per share, together with any

shares into which Common Stock may be converted or exchanged, as provided above

and herein.




 





























 




“Constructive

Termination” means the occurrence of any of the following events in the

absence of Cause: (i) a significant adverse change in the nature or scope

of Grantee’s responsibilities, authorities, powers, functions or duties;

(ii) a Change of Control of the Company, except for a Change of Control

which results from the Merger; or (iii) the sale of all or substantially

all of the assets of the Company.




“Disability” means

the Grantee’s inability to perform his normal required services for the Company

and its subsidiaries by reason of his mental or physical disability, as

determined by the Board in good faith in its sole discretion.




“Four-Year Termination

Event” means the termination of Grantee’s employment with the Company and

its subsidiaries for any reason whatsoever, regardless of the circumstances

thereof, and including without limitation upon death, Disability, retirement or

discharge or resignation for any reason, whether voluntary or involuntary.  Upon a Four-Year Termination Event, the

Grantee shall cease to vest in any Four–Year Shares that are Restricted

Shares.




 “Merger” means the merger of Inverness

Medical Technology, Inc. with a wholly-owned subsidiary of Johnson &

Johnson pursuant to the Agreement and Plan of Split–Off and Merger dated

as of May 23, 2001, among Johnson & Johnson, Sunrise Acquisition Corp.

and Inverness Medical Technology, Inc. (the “Merger Agreement”)




“Negative Vote”

means the failure of the stockholders of Inverness Medical Technology, Inc.

entitled to vote at the Special Meeting to adopt the Merger Agreement, approve

the Company’s 2001 Stock Option and Incentive Plan and approve the Executive

Bonus Plan, each as described in the Registration Statement on Form S-4 filed

by the Company with the Securities and Exchange Commission on August 13, 2001,

as the same may be amended from time to time.




“Permitted Transferees”

means any of the following to whom the Grantee may transfer Restricted Shares

hereunder (as set forth in Section 4): the Grantee’s spouse, children

(natural or adopted), stepchildren, a trust for the sole benefit of one or more

such family members of which the Grantee 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; provided, however, that any such trust, family limited

partnership, or family limited liability company does not require or permit

distribution of any Restricted Shares during the term of this Agreement unless

subject to the terms of this Agreement. 

Upon the death of the Grantee (or a Permitted Transferee to whom

Restricted Shares have been transferred hereunder), the term Permitted

Transferees shall also include such deceased Grantee’s (or such deceased

Permitted Transferee’s) estate, executions, administrations, personal

representations, heirs, legatees and distributees, as the case may be.




“Person” means any

individual, corporation, partnership (limited or general), limited liability

company, limited liability partnership, association, trust, joint venture,

unincorporated organization or any similar entity.




 





























 




“Restricted Shares”

shall initially mean all of the Shares being purchased by the Grantee on the

date hereof, provided that for so long as the Grantee remains an

employee of the Company or any of its subsidiaries:  (i) 101.827615815096 Shares shall become Vested Shares in 36

equal monthly installments commencing on the last day of the calendar month

during which the Merger becomes effective (all Shares subject to vesting

pursuant to (i), the “Three–Year Shares”) and

(ii) 50.913807907548 Shares shall become Vested Shares in 48 equal monthly

installments commencing on the last day of the calendar month during which the

Merger becomes effective (all Shares subject to vesting pursuant to (ii), the “Four–Year

Shares”).




“Shares” means the

shares of Common Stock being purchased by the Grantee on the date hereof and

any additional shares of Common Stock or other securities received in respect

of the Shares, as a dividend on, or otherwise on account of, the Shares.




“Special Meeting”

means the special meeting of the stockholders of Inverness Medical Technology,

Inc. at which such stockholders will vote upon a proposal to adopt the Merger

Agreement, a proposal to approve the Company’s 2001 Stock Option and Incentive

Plan and a proposal to approve the Company’s Executive Bonus Plan.




“Three-Year

Termination Event” means the termination of the Grantee’s employment with

the Company and its subsidiaries for any reason whatsoever, regardless of the

circumstances thereof, and including without limitation upon retirement or

discharge or resignation for any reason, whether voluntary or involuntary; provided,

however, that none of death, Disability, Constructive Termination or

termination by the Company or its subsidiaries of Grantee’s employment with the

Company and its subsidiaries without Cause shall be a Three-Year Termination

Event. Upon a Three-Year Termination Event, the Grantee shall cease to vest in

any Three-Year Shares that are Restricted Shares, notwithstanding anything to

the contrary set forth herein.




“Vested Shares”

means all Shares which are not Restricted Shares.




2.             Purchase and Sale of

Shares; Investment Representations.




(a)           Purchase

and Sale.  On the date hereof, the

Company hereby sells to the Grantee, and the Grantee hereby purchases from the

Company, the number of Shares set forth above for the Per Share Purchase Price

multiplied by the number of shares set forth above.




(b)           Investment

Representations. In connection with the purchase and sale of the Shares

contemplated by Section 2(a) above, the Grantee hereby represents and

warrants to the Company as follows:




(i)            The Grantee is purchasing the Shares

for the Grantee’s own account for investment only, and not for resale or with a

view to the distribution thereof.




(ii)           The Grantee has had such an

opportunity as he or she has deemed adequate to obtain from the Company such

information as is necessary to permit him or her to evaluate the merits and

risks of the Grantee’s investment in the Company and has consulted with the

Grantee’s own advisers with respect to the Grantee’s investment in the Company.




 





























 




(iii)          The Grantee has sufficient experience

in business, financial and investment matters to be able to evaluate the risks

involved in the purchase of the Shares and to make an informed investment

decision with respect to such purchase.




(iv)          The Grantee can afford a complete loss

of the value of the Shares and is able to bear the economic risk of holding

such Shares for an indefinite period.




(v)           The Grantee understands that the

Shares are not registered under the Securities Act of 1933, as amended (the

“Act”) (it being understood that the Shares are being issued and sold in

reliance on the exemption provided in Rule 701 thereunder) or any applicable

state securities or “blue sky” laws and may not be sold or otherwise

transferred or disposed of in the absence of an effective registration

statement under the Act and under any applicable state securities or “blue sky”

laws (or exemptions from the registration requirements thereof).  The Grantee further acknowledges that

certificates representing the Shares will bear restrictive legends reflecting

the foregoing.




3.             Repurchase Right.




(a)           Repurchase.  Upon the occurrence of a Three–Year

Termination Event or a Four–Year Termination Event the Company or its

assigns shall have the right and option to repurchase all or any portion of the

Restricted Shares held by the Grantee or any Permitted Transferee.  Upon the occurrence of a Negative Vote, the

Company or its assigns shall repurchase the Restricted Shares held by the

Grantee or any Permitted Transferee. 

The purchase and sale arrangements contemplated by the preceding

sentences of this Section 3(a) are referred to herein as the “Repurchase.”




(b)           Repurchase

Price.  The per share purchase price

of the Restricted Shares subject to the Repurchase (the “Repurchase Price”)

shall be the Per Share Purchase Price.




(c)           Closing

Procedure.  The Company or its

assigns shall effect the Repurchase (if so elected) by delivering or mailing to

the Grantee (and/or, if applicable, any Permitted Transferee) written notice

within six (6) months after the Three–Year Termination Event, Four–Year

Termination Event or Negative Vote, specifying a date within such six-month

period in which the Repurchase shall be effected.  Upon such notification, the Grantee and any Permitted Transferees

shall promptly surrender to the Company any certificates representing the

Restricted Shares being purchased, together with a duly executed stock power

for the transfer of such Restricted Shares to the Company or the Company’s

assignee or assignees.  Upon the

Company’s or its assignee’s receipt of the certificates from the Grantee or any

Permitted Transferee, the Company or its assignee or assignees shall deliver to

him, her or them a check for the Repurchase Price of the Restricted Shares

being purchased, provided, however, that the Company may pay the

Repurchase Price for such shares by offsetting and canceling any indebtedness

then owed by the Grantee to the Company. 

At such time, the Grantee and/or any holder of the Restricted Shares

shall deliver to the Company the certificate or certificates representing the

Restricted Shares so repurchased, duly endorsed for transfer, free and clear of

any liens or encumbrances.  The

Repurchase right specified in this Section 3 shall survive and remain in effect

as to Restricted Shares following and notwithstanding any public offering by or






 





























 




merger or other transaction involving the Company and

certificates representing such Restricted Shares shall bear legends to such

effect.




4.             Restrictions and

Conditions.




(a)           Shares

of Restricted Shares granted herein may not be sold, assigned, transferred,

pledged or otherwise encumbered or disposed of by the Grantee prior to vesting.




(b)           Any

attempted disposition of Restricted Shares not in accordance with the terms and

conditions of this Section 4 shall be null and void, and the Company shall

not reflect on its records any change in record ownership of any Restricted

Shares as a result of any such disposition, shall otherwise refuse to recognize

any such disposition and shall not in any way give effect to any such

disposition of any Restricted Shares.




(c)           Notwithstanding

the foregoing provisions, the Grantee (but not any transferee thereof) may

sell, assign, transfer or give away any or all of the Restricted Shares to

Permitted Transferees; provided, however, that such Permitted

Transferee(s) shall, as a condition to any such transfer, agree to be subject

to the provisions of this Agreement (including, without limitation, the

provisions of Section 3 and this Section 4) and shall have delivered

a written acknowledgment to that effect to the Company.




5.             Accelerated Vesting. 

Upon the death, Disability or Constructive Termination of Grantee or

upon the termination by the Company or its subsidiaries of the Grantee’s

employment with the Company and its subsidiaries without Cause, all Three–Year

Shares that are Restricted Shares at the time of such death, Disability or

termination shall vest.




6.             Legend.  Certificates evidencing the Restricted Shares granted

herein shall bear an appropriate legend, as determined by the Administrator in

its sole discretion, to the effect that such Shares are subject to restrictions

set forth herein and in the Plan.




7.             Withholding Taxes. 

The Grantee shall, not later than the date as of which the receipt of

this Award 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.  The Grantee may

elect to have the required minimum 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.




8.             Election Under Section

83(b).  The Grantee and the Company hereby agree

that the Grantee shall, within 30 days following the date of this Agreement,

file with the Internal Revenue Service and the Company an election under

Section 83(b) of the Internal Revenue Code.




9.             Assignment. 

At the discretion of the Board, the Company shall have the right to

assign its rights with respect to the Repurchase to any Person or Persons, in

whole or in part in any particular instance, upon the same terms and conditions

applicable to the exercise thereof by the Company, and such assignee or

assignees of the Company shall then take and hold any 




 





























 




Shares so acquired subject to such terms as may be

specified by the Company in connection with any such assignment.




10.          Miscellaneous Provisions.




(a)           Adjustment

for Stock-Split.  In the event that

the Company effectuates a stock split of its Common Stock in connection with

the Merger, the number of Shares purchased pursuant to this Agreement shall be

adjusted to reflect such split; provided, however, that if any fractional

shares result from such adjustment, the total number of Shares shall be rounded

up to the nearest whole number.




(b)           Record

Owner; Dividends.  The Grantee and

any Permitted Transferees, during the duration of this Agreement, shall be

considered the record owners of and shall be entitled to vote the Shares if and

to the extent the Shares are entitled to voting rights.  The Grantee and any Permitted Transferees

shall be entitled to receive all dividends and any other distributions declared

on the Shares; provided, however, that the Company is under no

duty to declare any such dividends or to make any such distribution.




(c)           Equitable

Relief.  The parties hereto agree

and declare that legal remedies are inadequate to enforce the provisions of

this Agreement and that equitable relief, including specific performance and

injunctive relief, may be used to enforce the provisions of this Agreement.




(d)           Change

and Modifications.  This Agreement

may not be orally changed, modified or terminated, nor shall any oral waiver of

any of its terms be effective.  This

Agreement may be changed, modified or terminated only by an agreement in

writing signed by the Company and the Grantee.




(e)           Governing

Law.  This Agreement shall be

governed by and construed in accordance with the laws of the State of Delaware

without regard to conflict of law principles.




(f)            Headings.  The headings are intended only for

convenience in finding the subject matter and do not constitute part of the

text of this Agreement and shall not be considered in the interpretation of

this Agreement.




(g)           Saving

Clause.  If any provision(s) of this

Agreement shall be determined to be illegal or unenforceable, such determination

shall in no manner affect the legality or enforceability of any other provision

hereof.




(h)           Notices.  All notices, requests, consents and other

communications shall be in writing and be deemed given when delivered

personally, by facsimile transmission or when received if mailed by first class

registered or certified mail, postage prepaid. 

Notices to the Company or the Grantee shall be addressed as set forth

underneath their signatures below, or to such other address or addresses as may

have been furnished by such party in writing to the other.  Notices to any holder of the Shares other

than the Grantee shall be addressed to the address furnished by such holder to

the Company.




 





























 




(i)            Benefit

and Binding Effect.  This Agreement

shall be binding upon and shall inure to the benefit of the parties hereto,

their respective successors, assigns, and legal representatives.  Without limitation of the foregoing, upon

any stock-for-stock merger in which the Company is not the surviving entity,

shares of the Company’s successor issued in respect of the Shares shall remain

subject to vesting and Repurchase hereunder. 

The Company has the right to assign this Agreement, and such assignee

shall become entitled to all the rights of the Company hereunder to the extent

of such assignment.




(j)            Dispute

Resolution.  Except as provided

below, any dispute arising out of or relating to this Agreement or the breach,

termination or validity hereof shall be finally settled by binding arbitration

conducted expeditiously in accordance with the Comprehensive Arbitration Rules

and Procedures of JAMS or its successors (the “JAMS Rules”).  The arbitration shall be governed by the

United States Arbitration Act, 9 U.S.C. §§ 1–16, and judgment upon the

award rendered by the arbitrators may be entered by any court having

jurisdiction thereof.  The place of

arbitration shall be  Boston,

Massachusetts.




The parties covenant and agree that the arbitration

shall commence within 60 days of the date on which a written demand for

arbitration is filed by any party hereto. 

In connection with the arbitration proceeding, the arbitrator shall have

the power to order the production of documents by each party and any

third-party witnesses.  In addition,

each party may take up to three depositions as of right, and the arbitrator may

in his or her discretion allow additional depositions upon good cause shown by

the moving party.  However, the

arbitrator shall not have the power to order the answering of interrogatories

or the response to requests for admission. 

In connection with any arbitration, each party shall provide to the

other, no later than seven (7) business days before the date of the

arbitration, the identity of all persons that may testify at the arbitration

and a copy of all documents that may be introduced at the arbitration or

considered or used by a party’s witness or expert.  The arbitrator’s decision and award shall be made and delivered

within six (6) months of the selection of the arbitrator.  The arbitrator’s decision shall set forth a reasoned

basis for any award of damages or finding of liability.  The arbitrator shall not have power to award

damages in excess of actual compensatory damages and shall not multiply actual

damages or award punitive damages or any other damages that are specifically

excluded under this Agreement, and each party hereby irrevocably waives any

claim to such damages.




The parties covenant and agree that they will

participate in the arbitration in good faith. 

This Section 10(j) applies equally to requests for temporary,

preliminary or permanent injunctive relief, except that in the case of

temporary or preliminary injunctive relief any party may proceed in court

without prior arbitration for the limited purpose of avoiding immediate and

irreparable harm.




Each of the parties hereto (i) hereby irrevocably

submits to the jurisdiction of any United States District Court of competent

jurisdiction for the purpose of enforcing the award or decision in any such

proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as

a defense, or otherwise, in any such suit, action or proceeding, any claim that

it is not subject personally to the jurisdiction of the above–named

courts, that its property is exempt or immune from attachment or execution

(except as protected by applicable law), that the suit, action or proceeding is

brought in an inconvenient forum, that the venue of the suit, action or

proceeding




 





























 




is improper or that this

Agreement or the subject matter hereof may not be enforced in or by such court,

and hereby waives and agrees not to seek any review by any court of any other

jurisdiction which may be called upon to grant an enforcement of the judgment

of any such court.  Each of the parties

hereto hereby consents to service of process by registered mail at the address

to which notices are to be given.  Each

of the parties hereto agrees that its, his or her submission to jurisdiction

and its, his or her consent to service of process by mail is made for the express

benefit of the other parties hereto. 

Final judgment against any party hereto in any such action, suit or

proceeding may be enforced in other jurisdictions by suit, action or proceeding

on the judgment, or in any other manner provided by or pursuant to the laws of

such other jurisdiction.




(k)           Counterparts.  For the convenience of the parties and to

facilitate execution, this Agreement may be executed in two or more

counterparts, each of which shall be deemed an original, but all of which shall

constitute one and the same document.




IN WITNESS WHEREOF, the Company and the Grantee have

executed this Restricted Stock Agreement as of the date first above written.




COMPANY




INVERNESS

MEDICAL INNOVATIONS, INC.




By: /s/ Duane

L. James   




        Name:  Duane L. James




        Title: 

Treasurer




GRANTEE




/s/ Ron Zwanziger   




Name:  Ron

Zwanziger




Address:




                                                                                                                322

Waverly Avenue




                                                                                                                Newton,

MA 02458