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