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EDWARDS LIFESCIENCES CORPORATION
EXECUTIVE OPTION PLAN
ARTICLE I.
PURPOSE AND EFFECTIVE DATE
1.1. PURPOSE. The purpose of the Plan is to enable Edwards Lifesciences
Corporation (the "Company") to attract, retain and reward key employees of the
Company and its Affiliates by offering benefits to such individuals through the
award of Options.
1.2. EFFECTIVE DATE. The "Effective Date" of the Plan shall be January 1,
2001. The Plan shall remain in effect until terminated in accordance with
Article VII.
ARTICLE II.
DEFINITIONS
When used in the Plan and initially capitalized, the following words and
phrases shall have the meanings indicated:
2.1. "AFFILIATE" means any organization that together with the Company is a
member of the same group of related organizations, as determined under Code
Sections 414(b), (c), (m) and (o), and any other business, whether or not
incorporated, in which the Company owns more than fifty percent (50%) of the
combined voting power of the voting securities or voting interests of such
business.
2.2. "ADMINISTRATIVE COMMITTEE" means the Company's Administrative and
Investment Committee, or any successor committee appointed by the Board.
2.3. "BOARD" means the Board of Directors of the Company.
2.4. "CAUSE" means, as determined by the Compensation Committee: (a) the
Participant's willful and continued failure to substantially perform his duties
with the Company or an Affiliate (other than any such failure resulting from
Disability); (b) the Participant's willfully engaging in conduct that is
demonstrably and materially injurious to the Company or an Affiliate, monetarily
or otherwise; or (c) the Participant's having been convicted of a felony. For
the purposes of this definition of "Cause," no act, or failure to act, on the
Participant's part shall be deemed "willful" unless done, or omitted to be done,
by the Participant not in good faith and without reasonable belief that the
action or omission was in the best interests of the Company or an Affiliate.
2.5. "CHANGE IN CONTROL" means the occurrence of any one of the following
events with respect to the Company:
(a) any "Person," as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended, (the "Exchange Act") (other
than the Company, any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company, and any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or such
proportionately owned corporation), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing thirty percent (30%) or more of the
combined voting power of the Company's then outstanding securities; or
(b) during any period of not more than twenty-four (24) months,
individuals who at the beginning of such period constitute the Board, and
any new director (other than a director designated by a Person who has
entered into an agreement with the Company to effect a transaction described
in paragraphs (a), (c) or (d) of this Section 2.5) whose election by the
Board or nomination for election by the Company's stockholders was approved
by a vote of at least two-thirds ( 2/3) of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for
any reason to constitute at least a majority thereof; or
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(c) the consummation of a merger or consolidation of the Company with
any other entity, other than: (i) a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than sixty
percent (60%) of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such merger
or consolidation; or (ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person
acquires more than thirty percent (30%) of the combined voting power of the
Company's then outstanding securities; or
(d) the Company's stockholders approve a plan of complete liquidation or
dissolution of the Company, or an agreement for the sale or disposition by
the Company of all or substantially all of the Company's assets (or any
transaction having a similar effect).
2.6. "CODE" means the Internal Revenue Code of 1986, as amended.
2.7. "COMPENSATION COMMITTEE" means the Company's Compensation and Planning
Committee or any successor committee appointed by the Board.
2.8. "DISABLED" or "DISABILITY" means that the Participant is eligible for
benefits under the long-term disability plan maintained by the Company or, if no
such plan is maintained, "Disability" shall be determined by the Compensation
Committee. A Participant shall not be considered Disabled unless the
Compensation Committee determines that the Disability arose prior to such
Participant's Termination Date.
2.9. "ELIGIBLE INDIVIDUAL" means an individual who is employed as a
corporate officer of the Company and who is a U.S. employee or a U.S.
expatriate. In addition, "Eligible Individual" means any other key employee of
the Company or an Affiliate who is designated as an Eligible Individual by the
Chief Executive Officer of the Company with the concurrence of the Compensation
Committee. Participation by employees subject to the reporting requirements of
Section 16 of the Exchange Act must be approved by the Compensation Committee.
2.10. "EMPLOYER STOCK" means common stock of the Company.
2.11. "FAIR MARKET VALUE" means, as of any date, with respect to a Mutual
Fund Share, the closing net asset value of the applicable Mutual Fund Share, as
reported in the Wall Street Journal (or other source of general publication
selected by the Compensation Committee) for such date. However, if such date is
not a business day, then Fair Market Value shall be determined based on the
closing net asset value of such Mutual Fund Share on the most recent preceding
business day. "Fair Market Value" means, as of any date, with respect to a share
of Employer Stock, the closing sale price on the principal securities exchange
on which such shares are traded on the last previous day on which a sale was
reported.
2.12. "GRANT DATE" means the date specified by the Compensation Committee as
of which an Option is awarded to a Participant.
2.13. "IMMEDIATE FAMILY" means the Participant's spouse, children,
stepchildren, sisters, brothers and grandchildren.
2.14. "MUTUAL FUND SHARE" means a share of an investment company registered
under the Investment Company Act of 1940, as amended.
2.15. "OPTION" means the right to purchase from the Company designated Mutual
Fund Shares or Employer Stock at a specified price, subject to the terms and
conditions specified by the Compensation Committee.
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2.16. "PARTICIPANT" means an Eligible Individual who is granted an Option
under the Plan pursuant to Article V.
2.17. "PLAN" means the Edwards Lifesciences Corporation Executive Option
Plan, as amended from time to time.
2.18. "RETIREMENT" means termination of employment for reasons other than
death or Disability after attainment of age fifty-five (55) and ten (10) years
of service with the Company (or with the Company and Baxter International Inc.
or its subsidiaries ("Baxter")). A Participant's number of years of service with
the Company and Baxter shall be determined by calculating the number of complete
twelve-month (12) periods of employment from the Participant's original date of
hire as an employee with the Company or Baxter to the Participant's Termination
Date.
2.19. "SHARES" means either Mutual Fund Shares or shares of Employer Stock
with respect to which an Option is granted. Shares subject to purchase under the
Plan will be acquired by the Company in the open market.
2.20. "TERMINATION DATE" means the date the Participant both ceases to be an
employee of the Company and its Affiliates and ceases to perform material
services for the Company and its Affiliates, including, but not limited to,
advisory or consulting services or services as a member of the Board.
ARTICLE III.
ADMINISTRATION
3.1. AUTHORITY OF COMPENSATION COMMITTEE. The Compensation Committee shall
have the authority to construe and interpret the Plan; to establish, amend or
waive rules and regulations for its administration; to select the Shares that
will be subject to the Options; and to accelerate the exercisability of any
Option or the termination of any restriction under any Option. Options may be
subject to such provisions as the Compensation Committee shall deem advisable,
and may be amended by the Compensation Committee from time to time.
Notwithstanding the foregoing, the Compensation Committee may delegate its power
and authority under the Plan to the Administrative Committee; PROVIDED, HOWEVER,
the Compensation Committee may not delegate its power and authority with respect
to the selection for participation in the Plan of an officer or other person
subject to Section 16 of the Exchange Act or decisions concerning the timing,
pricing or amount of an Option award to such officer or other person. The Board
may exercise any power or authority granted to the Compensation Committee or the
Administrative Committee hereunder.
3.2. POWERS OF THE COMPENSATION COMMITTEE. The Compensation Committee may
employ such legal counsel, consultants and agents as it may deem desirable for
the administration of the Plan and may rely upon any opinion received from any
such counsel or consultant and any computation received from any such consultant
or agent. The Compensation Committee also may choose to delegate to one or more
individuals, who may be employees of the Company (or of one or more Affiliates),
the implementation or administration of matters decided with respect to the Plan
by the Compensation Committee under Section 3.1.
3.3. INDEMNIFICATION. No member of the Board or the Compensation Committee
(including any employee of the Company and its Affiliates to whom the
Compensation Committee delegates implementation or administrative responsibility
under Section 3.2) shall be liable for any action or determination made in good
faith with respect to the Plan or any Option awarded under it. To the maximum
extent permitted by applicable law, each such member shall be indemnified and
held harmless by the Company against any cost or expense (including legal fees)
or liability (including any sum paid in settlement of a claim with the approval
of the Company) arising out of any act or omission to act in connection with the
Plan, unless arising out of such member's own fraud or bad faith. Such
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indemnification shall be in addition to any rights of indemnification the
members may have as employees of the Company, as members of the Board or under
the bylaws of the Company.
ARTICLE IV.
PROPERTY SUBJECT TO OPTION
4.1. PROPERTY SUBJECT TO OPTION. The Compensation Committee, in its sole
discretion, shall designate the type of Shares with respect to which Options may
be granted under the Plan.
4.2. DIVIDENDS AND DISTRIBUTIONS. In the event that a dividend or
distribution is paid with respect to a Share subject to an outstanding Option,
the Compensation Committee shall reinvest such dividend or distribution in
additional Shares of the same or similar type. Any property acquired through
reinvestment of dividends or distributions will be subject to a new Option
granted to the Participant as soon as administratively feasible following the
close of the calendar quarter in which such dividend or distribution is
received. Such new Option shall be subject to the same terms, including vesting,
as the Option pursuant to which the dividend or distribution was received.
4.3. SUBSTITUTION OF OPTION PROPERTY. The Compensation Committee, in its
sole discretion, may substitute Shares with an equal Fair Market Value for any
Shares subject to an outstanding Option.
ARTICLE V.
OPTION AWARDS
5.1. AWARDS. The Compensation Committee shall determine the type and
number of Shares that shall be subject to each Option granted under the Plan,
and the Grant Date with respect to each such Option.
5.2. TERMS AND CONDITIONS OF OPTIONS. Each Option granted under the Plan
shall be subject to the following terms and conditions, and such other terms and
conditions as the Compensation Committee deems appropriate.
(a) VESTING OF OPTIONS. Exercise of an Option is contingent on
satisfaction of the vesting conditions, if any, established by the
Compensation Committee with respect to such Option at the time of grant.
Such conditions may include, but are not limited to, completion of a
specified period of service or achievement of performance goals. Unless the
Compensation Committee determines otherwise, Options shall become fully
vested upon death or Disability of the Participant or a Change in Control of
the Company. Options shall also become fully vested upon the Participant's
Retirement, although in such an event, Options may not be exercised prior to
the date the Options would have otherwise been exercisable had the
Participant not terminated employment.
(b) EXPIRATION DATE. Unless the Compensation Committee determines
otherwise, Options awarded under the Plan shall expire and no longer be
exercisable on the EARLIEST to occur of:
(i) The ten (10)- year anniversary of the Grant Date;
(ii) If the Participant's Termination Date occurs for any reason
other than death, Disability, Retirement or Cause, the date
which is ninety (90) days after such Termination Date;
(iii) If the Participant's Termination Date occurs for reasons of
Cause, such Termination Date;
(iv) If the Participant's Termination Date occurs by reason of
Retirement, the date which is five years after such Termination
Date (or, if later, the date which is sixty (60) days after the
date the Option becomes exercisable under paragraph (a) next
above); or
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(v) If the Participant's Termination Date occurs by reason of death
or Disability, the date that is one year after such Termination
Date.
Unless the Compensation Committee determines otherwise, any portion of an
Option which is not exercisable on the Participant's Termination Date for
any reason shall expire on such Termination Date and may not thereafter
be exercised.
(c) ELECTION TO FOREGO OTHER COMPENSATION. As a condition of receiving
an Option, the Compensation Committee may require that the Participant
forego future or deferred compensation. In such an event, unless the
Compensation Committee determines otherwise, in addition to such other terms
and conditions as the Compensation Committee shall impose, the following
rules shall apply:
(i) Any such election shall be made at the time and in the form
specified by the Compensation Committee.
(ii) The exercise price of the Shares subject to the Option shall be
equal to twenty-five percent (25%) of the Fair Market Value of
such Shares on the Grant Date, plus an additional amount to
reflect the Company's cost of capital on the optioned property
net of any foregone compensation during the period from the
Grant Date until the exercise date. As soon as practicable
after the end of each calendar quarter, the Company's Chief
Financial Officer shall determine the cost of capital that
shall be used to adjust the exercise price for the next
following quarter. Such information shall be provided to
Participants in writing as soon as practicable thereafter.
Notwithstanding the foregoing, if the Shares underlying the
Option are Employer Stock, the cost of capital rate for the
entire period that the Option is outstanding shall be the rate
in effect on the date the Option is granted. The Chief
Financial Officer's determination with respect to the
additional amount to be added to the exercise price of any
Option with respect to the Company's cost of capital shall be
final and binding on all persons.
(iii) The difference between the Fair Market Value of the Shares
subject to the Option on the Grant Date and the Grant Date
exercise price thereof shall equal the amount of the foregone
compensation. The type of Shares subject to Option shall be
determined by the Compensation Committee.
(iv) In the case of an Option granted pursuant to foregone
compensation, (A) if the Option is granted prior to the date
such compensation would have otherwise been payable, the Option
shall vest on the date the foregone compensation would have
otherwise been payable, and (B) if the Option is granted on or
after the date such compensation would have otherwise been
payable, the Option shall be fully vested on the Grant Date.
(v) The minimum amount of compensation that a Participant may forego
as a condition of receiving an Option shall be five percent (5%)
of annual compensation.
(d) EXERCISE PRICE. If the price of the Shares subject to an Option is
not determined under paragraph (c)(ii) next above, then it shall be
determined by the Compensation Committee at the time the Option is granted.
(e) OTHER TERMS. Options granted under the Plan may also be subject to
such other provisions (whether or not applicable to any other Options
granted under the Plan) as the Compensation Committee determines
appropriate, including without limitation, provisions for the forfeiture of,
or restrictions on disposition of, Shares acquired under any Option,
provisions for the acceleration of exercisability or vesting of Options,
provisions relating to restrictions on competitive
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activity, or provisions to comply with Federal and state securities laws, or
understandings or conditions as to the Participant's employment in addition
to those specifically provided for under the Plan.
5.3. EXERCISE OF OPTIONS. An Option may be exercised by filing a written
notice with the Compensation Committee. Such notice shall identify the Option to
be exercised and must be accompanied by payment of the exercise price and
applicable withholding taxes. Such payment may be paid in cash or by check or in
any other manner then permitted by the Compensation Committee. An Option may be
exercised in part provided that the Compensation Committee shall have the right
to impose a reasonable minimum value on an exercise for administrative reasons.
If a Participant terminates employment prior to the date an Option is fully
exercisable, then the Option, to the extent exercisable on the Termination Date,
may be exercised during the applicable period set forth in Section 5.2(b).
Notwithstanding any provision of the Plan to the contrary, in no event may an
Option be exercised prior to the six (6) month anniversary of its Grant Date;
provided, however, this six (6) month restriction shall not apply following a
Change in Control.
5.4. DELIVERY OF SHARES. As soon as practicable following the exercise of
an Option and payment of the exercise price and applicable taxes, the Company
shall deliver the Shares subject to the Option to the Participant.
5.5. DESIGNATION OF BENEFICIARY. At the time an Option is first awarded to
a Participant under the Plan, the Compensation Committee will provide the
Participant with a beneficiary designation form. A Participant may designate one
or more beneficiaries and successor beneficiaries. A Participant may change his
or her beneficiary designation at any time by filing a new beneficiary
designation form with the Compensation Committee. The consent of a Participant's
current beneficiary is not required for a change of beneficiary.
If the Participant dies without having designated a beneficiary, or the
Participant's designated beneficiary predeceases such Participant, the
beneficiary shall be the Participant's spouse if the Participant is married on
the date of death or, if the Participant is unmarried, the beneficiary shall be
the Participant's estate. No beneficiary has any rights under the Plan except as
provided under the terms hereof.
ARTICLE VI.
GENERAL PROVISIONS
6.1. NO CONTRACT OF EMPLOYMENT. The Plan does not constitute a contract of
employment, and selection as a Participant will not give any individual the
right to be retained in the service of the Company as an employee, director,
advisor or otherwise, nor any right or claim to any benefit under the Plan
unless such right or claim has specifically accrued under the terms of the Plan.
6.2. RIGHTS TO OPTION PROPERTY. No Option under the Plan shall confer upon
the holder thereof any right as a shareholder or owner of the Shares subject to
the Option prior to the date on which Shares are transferred to such holder.
6.3. LIMITATIONS ON DISTRIBUTIONS Notwithstanding any other provision of
the Plan, the Company shall have no liability to deliver any Shares under the
Plan or make any other distribution of benefits under the Plan unless such
delivery or distribution would comply with all applicable securities and other
laws.
6.4. WITHHOLDING OF TAXES. All distributions and payments under the Plan
are subject to the withholding of all applicable taxes.
6.5. NON-TRANSFERABILITY. Options granted under the Plan are not
transferable; PROVIDED, HOWEVER, outstanding Options may be transferred to the
Participant's beneficiary (as described in Section 5.5)
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following the Participant's death. To the extent that a Participant who receives
an Option under the Plan has the right to exercise such Option, the Option may
be exercised during the lifetime of the Participant only by the Participant or
his or her guardian or legal representative. Notwithstanding the foregoing
provisions of this Section 6.5, the Compensation Committee, in its sole
discretion, may permit the Participant to transfer the Option to a member of the
Participant's Immediate Family or to a trust for the primary benefit of the
Participant or his or her Immediate Family, subject to such rules and
limitations as the Compensation Committee may establish.
6.6. SUCCESSORS. All obligations of the Company under the Plan and with
respect to Options granted hereunder, shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation or otherwise, of all or substantially
all of the business and/or assets of the Company.
6.7. FUNDING. The Company, in its sole discretion, may establish a trust,
the assets of which are subject to the Company's general creditors, for the
purpose of holding Shares or other assets to assist it in meeting its
obligations under the Plan. The Company's obligations under the Plan shall be
reduced to the extent that any amounts due under the Plan are paid from any such
trust.
6.8. GOVERNING LAW. The Plan, and all agreements under the Plan, shall be
construed in accordance with and governed by the laws of the State of Delaware.
6.9. AGREEMENT WITH THE COMPANY. At the time an Option is granted to a
Participant under the Plan, the Compensation Committee may require a Participant
to enter into an agreement with the Company in a form specified by the
Compensation Committee agreeing to the terms and conditions of the Plan and to
such additional terms and conditions not inconsistent with the Plan as the
Compensation Committee, in its sole discretion, may prescribe.
ARTICLE VII.
AMENDMENT AND TERMINATION
The Compensation Committee may at any time amend or terminate the Plan,
provided that no amendment or termination may materially adversely affect the
rights of any Participant or beneficiary under any Option granted under the Plan
prior to the date such amendment or termination is adopted.
WHEREAS, Edwards Lifesciences Corporation has caused this Plan to be
executed by a duly authorized officer this 19th day of December, 2000.
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EDWARDS LIFESCIENCES CORPORATION
By: /s/ ROBERT C. REINDL
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Robert C. Reindl
Corporate Vice President, Human Resources
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