Exhibit 10.7.3


 


TALECRIS BIOTHERAPEUTICS HOLDINGS CORP.


 


2005 STOCK OPTION AND INCENTIVE PLAN


 


STOCK OPTION AWARD AGREEMENT


 


This Stock
Option Award Agreement (this “Option Award Agreement”)
is effective as of September 11, 2007 (the “Grant Date”), by and between
Talecris Biotherapeutics Holdings Corp. a Delaware corporation (the “Company”), and the grantee named on
the signature page hereof (the “Grantee”)
pursuant to the Talecris Biotherapeutics Holdings Corp. 2005 Stock Option and
Incentive Plan (the “Plan”). Capitalized
terms not defined in this Option Award Agreement have the meanings ascribed to
them in the Plan.


 


1.                                      Grant of Stock Option. Pursuant to
the terms and conditions set forth in Schedule A hereto, this Option Award
Agreement and the Plan, the Company hereby grants to the Grantee an option to
purchase (“Option”) all or any part of the aggregate of the shares of the
Company’s Common Stock (the “Shares”)
set forth in Schedule A hereto at a purchase price per Share as set forth in
Schedule A hereto (the “Option Exercise Price”).
If an executed copy of this Option Award Agreement
is not returned to the Company within ten business days after the date hereof,
the grant of Options hereunder shall be null and void, unless the Company
determines, in its sole discretion, that any delay was for good cause. This
Option is intended to be a non-qualified stock option, and is not intended to
qualify as an Incentive Stock Option.


 


2.                                      Term
of Option. This Option shall expire on the tenth (10) anniversary of
the Grant Date (the “Expiration Date”)
and must be exercised, if at all, on or before the earlier of the Expiration
Date or the Date on which this Option is earlier terminated in accordance with
the provisions of Section 4 of this Option Award Agreement.


 


3.                                      Vesting.


 


3.1                                 Time-Based
Vesting. If Grantee is a Key Person of the Company on April 1, 2008,
the Option shall vest in whole on such date. In the event of death, Disability
or Retirement (where Grantee does not maintain status as a Key Person), the
Option shall vest on a pro-rata basis for the period of time in which Grantee
was a Key Person during the period of time from the date of Grant to April 1,
2008.


 


3.2                                 Change
in Control. Provided that no Termination of Grantee’s status as Key Person
has taken place prior to the effective date, upon a Change in Control as
provided in Section 3.6 of the Plan, any unvested Options shall become fully
vested.


 


3.3                                 Non-Vested
Options. This Option shall be exercisable to the extent (and only to the
extent) that it has vested. Except as provided above, this Option shall cease
to vest upon Grantee’s Termination of Key Person status, and may be exercised
after Grantee’s Termination of Grantee’s Key Person status only as set forth in
Section 4 below. Any portion of this Option that does not vest due to
termination of Key Person status will not be exercisable and will be forfeited.


 


4.                                      Exercise
of Options Following Termination of Grantee’s Key Person Status.


 


4.1                                 Termination
of Grantee’s Key Person Status as a Result of Voluntary Resignation or for Any
Reason Other than Death, Disability, or Retirement. Upon Grantee’s


 

















 


Termination of Grantee’s Key Person status as a result of voluntary
resignation or for any reason other than death, Disability, or Retirement
(including for Cause), this Option, to the extent (and only to the extent) that
it is vested on the date of Termination of Grantee’s Key Person status, may be
exercised by Grantee no later than twelve months after the date of such
Termination of Grantee’s Key Person status, but in no event later than the
Expiration Date.


 


4.2                                 Termination
of Grantee’s Key Person Status Because of Death, Disability or Retirement. Upon
Grantee’s Termination of Key Person status because of death, Disability or
Retirement (or upon Grantee’s death within ninety (90) days after Termination
of Grantee’s Key Person status because of Disability or Retirement), this
Option, to the extent (and only to the extent) that it is vested on the date of
Termination of Grantee’s Key Person status, may be exercised by Grantee (or
Grantee’s legal representative or authorized assignee) no later than eighteen
(18) months after the date of such Termination of Grantee’s Key Person status,
but in no event later than the Expiration Date.


 


5.                                      Exercise
Restriction.


 


5.1                                 Stock
Option Exercise Agreement. To exercise this Option, Grantee (or in the case
of exercise after Grantee’s death, Grantee’s executor, administrator, heir or
legatee, as the case may be) must deliver to the Company an executed stock
option exercise agreement in the form attached hereto as Exhibit A, or
in such other form as may be required by the Company from time to time (the “Exercise Agreement”), which shall
set forth, inter  alia, Grantee’s election to exercise this
Option, the number of Shares being purchased, any restrictions imposed on the
Shares and any representations, warranties and agreements regarding Grantee’s
investment intent and access to information as may be required by the Company
to comply with applicable securities laws. If a person other than Grantee
exercises this Option, then such person must submit documentation reasonably
acceptable to the Company that such person has the right to exercise this
Option.


 


5.2                                 Limitations
on Exercise. This Option may not be exercised unless such exercise is in
compliance, to the reasonable satisfaction of the Committee, with all
applicable federal and state securities laws, as they are in effect on the date
of exercise. This Option may not be exercised as to fewer than 100 Shares
unless it is exercised as to all Shares as to which this Option is then
exercisable.


 


5.3                                 Payment.
The Exercise Agreement shall be accompanied by full payment for the Shares
being purchased (the “Exercise Price”)
in cash (by check), or, if authorize by the Committee in its sole discretion,
the Company may accept payment (i) in outstanding shares of stock, or (ii) by
delivery of an unconditional and irrevocable undertaking by a broker to deliver
promptly to the Company sufficient funds to pay the exercise price.


 


5.4                                 Tax
Withholding. Prior to the issuance of the Shares upon exercise of this
Option, Grantee must pay any applicable federal or state withholding
obligations of the Company.


 


5.5                                 Issuance
of Shares. As promptly as is practicable after the receipt of the Exercise
Agreement, in form and substance satisfactory to counsel for the Company,
payment of the Exercise Price and satisfaction of applicable withholding
requirements, and execution by the Grantee of the Stockholders Agreement
applicable to all Grantees if requested by the Company, the Company shall issue
the Shares registered in the name of the Grantee, Grantee’s authorized
assignee, or Grantee’s legal representative, and shall deliver certificates
representing the Shares with the appropriate legends affixed thereto. The Company
may postpone such delivery until it receives satisfactory proof that the
issuance of such Shares will not violate any of the provisions of the
Securities Act of 1933, as amended (the “Securities Act”),
or the Securities Exchange Act


 


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of 1934, as amended, any rules or regulations of the Securities and
Exchange Commission promulgated thereunder, or the requirements of applicable
state law relating to authorization, issuance or sale of securities, or until
there has been compliance with the provisions of such acts or rules. Grantee
understands that the Company is under no obligation to register or qualify the
Shares with the SEC, any state securities commission or any stock exchange to
effect such compliance.


 


6.                                      Nontransferability
of Option. This Option may not be sold, assigned, pledged,
hypothecated, loaned or otherwise transferred in any manner other than by will
or by the laws of descent and distribution and may be exercised during the
lifetime of Grantee only by Grantee.


 


7.                                      Purchase
for Purpose of Investment.


 


In the event Grantee
exercises the Option prior to an initial public offering by the Company or
counsel to the company otherwise determines that such representations and
legends are required by law:


 


7.1                                 Investment
Intent at Grant. Grantee represents and agrees that at the time of grant
the Shares to be acquired upon exercising this Option will be acquired for
investment, and not with a view to the sale or distribution thereof.


 


7.2                                 Investment
Intent at Exercise. In the event that the sale of the Shares under the Plan
is not registered under the Securities Act but an exemption is available which
requires an investment representation or other representation, the Grantee
shall represent and agree at the time of exercise that the Shares being
acquired upon exercising this Option are being acquired for investment, and not
with a view to the sale or distribution thereof, and shall make such other
representations as are deemed necessary or appropriate by the Company and its
counsel.


 


7.3                                 Legends.
If the Company chooses to deliver certificates to evidence the Shares purchased
under this Agreement in an unregistered transaction all such certificates shall
bear the following legend (and such other restrictive legends as are required
or deemed advisable under the provisions of any applicable law):


 


“THE SHARES REPRESENTED HEREBY HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (A)
REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY OTHER
JURISDICTION, OR (B) IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE
SATISFACTORY TO TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., SUCH OFFER, SALE,
TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.


 


THE SHARES REPRESENTED BY THE CERTIFICATE ARE
SUBJECT TO A REPURCHASE RIGHT IN FAVOR OF THE COMPANY OR ITS ASSIGNEE AS SET
FORTH IN THE STOCK OPTION AWARD AGREEMENT, DATED            
BETWEEN                    
AND TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. SUCH REPURCHASE RIGHT IS BINDING ON
TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”


 


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7.4                                 Removal
of Legends. If, in the opinion of the Company and its counsel, any legend
placed on a stock certificate representing Shares sold under this Agreement is
no longer required, the holder of such certificate shall be entitled to
exchange such certificate for a certificate representing the same number of
Shares but without such legend.


 


7.5                                 Administration.
Any determination by the Company and its counsel in connection with any of the matters
set forth in this Section 7 shall be conclusive and binding on the Employee and
all other persons.


 


8.                                      Right of Offset. The Company shall
have the right to offset the obligation to deliver Shares in respect of any
exercise of an Option, any outstanding amounts then owed by Grantee to the
Company.


 


9.                                      Privileges
of Stock Ownership. Grantee shall not have any of the rights of a
stockholder of the Company with respect to any Shares until the Shares are
issued to Grantee and no adjustment shall be made for cash distribution in
respect of such Shares for which the distribution date (or record date, in the
event the Company becomes a corporation) is prior to the date upon which such
Grantee or permitted transferee shall become the holder of record thererof.


 


10.                               Entire
Agreement. The Plan is incorporated herein by reference. This
Agreement, the Plan, the Exercise Agreement, the Stockholders’ Agreement and
such other documents as may be executed in connection with the exercise of this
Option constitute the entire agreement and understanding of the parties hereto
with respect to such subject matter hereof and supersede all prior
understandings and agreements with respect to such subject matter. Any action
taken or decision made by the Committee arising out of or in connection with
the construction, administration, interpretation or effect of this Agreement
shall lie within its sole discretion, as the case may be, and shall be final,
conclusive and binding on the Grantee and all persons claiming under or through
the Grantee.


 


11.                               No
Obligations to Continue Status as a Key Person. Nothing in the Plan or
this Agreement shall confer on Grantee any right to continue Grantee’s
relationship with the Company or any Related Entity, including Grantee’s Key
Person status, or limit in any way the right of the Company or any Related
Entity to terminate Grantee’s Key Person status, or other relationship at any
time, with or without Cause.


 


12.                               Notices.
Any notice required to be given or delivered to the Company under the terms of
this Agreement shall be in writing and addressed to the Corporate Secretary of
the Company at its principal corporate offices. Any notice required to be given
or delivered to Grantee shall be in writing and addressed to Grantee at the
address indicated below or to such other address as such party may designate in
writing from time to time to the Company. All notices shall be deemed to have
been given or delivered upon:  personal
delivery; three (3) days after deposit in the United States mail by certified
or registered mail (return receipt requested); one (1) business day after
deposit with any return receipt express courier (prepaid); or one (1) business
day after transmission by facsimile.


 


13.                               Successors
and Assigns. The Company may assign any of its rights under this
Agreement. This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer
set forth herein, this Agreement shall be binding upon Grantee and Grantee’s heirs,
executors, administrators, legal representatives, successors and assigns.


 


14.                               Governing
Law. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York without regard to that body of
law pertaining to choice of law or conflict of law.


 


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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date noted above.


 


	
  TALECRIS
  BIOTHERAPEUTICS HOLDINGS CORP.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Grantee]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Grantee’s Address]

  	
   

  



 


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Schedule A


 


TERMS OF OPTION GRANT


 


Grantee
Name:


 


Grant
Date:


 


Total
Number of Shares Underlying the Option:


 


Option
Exercise Price: 


 

















 


Exhibit A


 


TALECRIS BIOTHERAPEUTICS HOLDINGS CORP.

2005 STOCK OPTION AND INCENTIVE PLAN (the “Plan”)

STOCK OPTION EXERCISE AGREEMENT


 


I hereby elect to purchase
the number of shares of Common Stock of Talecris Biotherapeutics Holdings Corp
(the “Company”) as set forth below:


 


	
  Grantee:

  	
  Number
  of Shares Purchased:

  
	
   

  	
   

  
	
  Social
  Security Number:

  	
  Purchase
  Price per Share:

  
	
   

  	
   

  
	
  Address:

  	
  Aggregate
  Purchase Price:

  
	
   

  	
   

  
	
   

  	
  Date
  of Option Award Agreement:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Type
  of Option: Nonqualified Stock Option

  	
  Exact
  Name of Title to Shares:

  



 


1.                                      Delivery of Purchase Price. Grantee hereby delivers to the Company the
Exercise Price; either in cash (by check) in the amount of $         ,
receipt of which is acknowledged by the Company, or by some other method as
approved by the company in its sole discretion;


 


2.                                      Payment of Withholding Tax. Grantee hereby delivers to the Company the
amount necessary to satisfy any withholding tax obligations of the Company in
cash (by check) in the amount of $         ,
receipt of which is acknowledged by the Company, or by some other method as
approved by the Company in its sole discretion.


 


3.                                      Representations. In the event Grantee exercises the Option
prior to an initial public offering by the Company or counsel to the Company
otherwise determines that such representations legends are required by law in
connection with the exercise of the Option, Grantee hereby represents to the
Company as follows:


 


(a)                                  Grantee
is acquiring the Shares solely for investment purposes, with no present
intention of distributing or reselling any of the Shares or any interest
therein. Grantee acknowledges that the Shares have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”).


 


(b)                                 Grantee
is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Shares.


 


(c)                                  Grantee
understands that the Shares are “restricted securities” under applicable U.S.
federal and state securities laws and that, pursuant to these laws, he or she
must hold the Shares indefinitely unless they are registered with the
Securities and Exchange Commission and qualified by state


 


 


A-1

















 


                                                authorities,
or unless an exemption from such registration and qualification requirements is
available. Grantee acknowledges that the Company has no obligation to register
or qualify the Shares for resale. Grantee further acknowledges that if an
exemption from registration or qualification is available, it may be
conditioned on various requirements including, but not limited to, the time and
manner of sale, the holding period for the Shares and requirements relating to
the Company which are outside of Grantee’s control, and which the Company is
under no obligation to and may not be able to satisfy.


 


(d)                                 Grantee
understands that there is no public market for the Shares, that no market may
ever develop for them and that the Shares have not been approved or disapproved
by the Securities and Exchange Commission or any other federal, state or other
governmental agency.


 


(e)                                  Grantee
understands that the Shares are subject to certain restrictions on transfer set
forth in the Plan. Both the Plan and the applicable Award Agreement pursuant to
which the Option has been granted are incorporated herein by reference.


 


(f)                                    Grantee
understands that the certificate (if any) representing the Shares will be
imprinted with the following legends:


 


THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED
UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING
SUCH SHARES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE
SHARES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE,
TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXCEPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES
LAWS.


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO A REPURCHASE RIGHT IN FAVOR OR THE COMPANY OR ITS ASSIGNEE AS
SET FORTH IN THE STOCK OPTION AWARD AGREEMENT, DATED          
BETWEEN                   
AND TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. SUCH REPURCHASE RIGHT IS BINDING ON
TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”


 


(g)                                 Grantee
has consulted his or her own tax advisors in connection with the exercise of
this Option and is not relying upon the Company for any tax advice.


 


(h)                                 Grantee
is presently an employee of the Company or was an employee within 90 days prior
to exercise (one year if Grantee is no longer an employee due to death or
Disability).


 


4.                                      Legal
Representatives of Grantee. If Options are being exercised on behalf of
a Grantee, then this Notice must be signed by such Grantee’s legal
representative and must be accompanied by a certificate issued by an
appropriate authority evidencing that the individual


 


 


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signing this
Notice has been duly appointed and is currently serving as the Grantee’s legal
representative under applicable local law governing decedents’ estates.


 


	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature of Grantee

  



 


 


A-3

















 


Spousal Consent


 


I acknowledge that I have
read the foregoing Stock Option Exercise Agreement (the “Exercise
Agreement”), the Stock Option Award Agreement and the Plan (the “Option Documents”) and that I know
their contents. Thereby consent to and approve of the exercise of the Option by
my spouse in accordance with the provisions of the Option Documents, and agree
that the shares of the Common Stock of Talecris Biotherapeutics Holdings Corp.
purchased thereunder (the “Shares”)
and any interest I may have in such Shares are subject to all the provisions of
the Option Documents. I will take no action at any time to hinder operation of
the Exercise Agreement on these Shares or any interest I may have in or to
them.


 


	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
  Signature
  of Grantee’s Spouse

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Spouse’s
  Name – Typed or Printed

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grantee’s
  Name – Typed or Printed