EXHIBIT 10.2
OPTION NO. <>
VASCULAR SOLUTIONS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Option Agreement, made <> between Vascular
Solutions, Inc., a Minnesota corporation (the "Company") and <>
("Optionee").
The Company has adopted the Vascular Solutions, Inc. Stock Option and
Stock Award Plan (the "Plan") which permits issuance of stock options for the
purchase of shares of Common Stock, $.01 par value, of the Company, and the
Company has taken all necessary actions to grant the following option pursuant
and subject to the terms of the Plan, as follows:
1. The Company grants as of the date of this Agreement, as a matter of
separate agreement and not in lieu of salary or other compensation for services
rendered, the right and option (hereinafter called the "Option") to purchase all
or any part of an aggregate of <> shares of Common Stock, $.01
paR value, at the option price of <> per share on the terms and
conditions herein set forth and subjecT to all provisions of the Plan. It is
understood and agreed that the option price is not less than the per share fair
market value of such shares on the date this Option was granted. The Company
intends that this Option shall not qualify as an incentive stock option governed
by the provisions of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"). A copy of the Plan will be furnished upon request of the
Optionee.
2. This Option shall in all events terminate at the close of business
<> (the "Termination Date"), or such shorter period
as is prescribed herein, and, further, may be exercised during the option period
only as follows:
On or after <>..............................8%
On or after <>..............................4%
On or after the <> day of each succeeding month..............4%
Such installments shall cumulate and, if in any period the full amount
purchasable in such period is not purchased, the shares not purchased shall be
purchasable in any subsequent period during the term of this Option. The
Optionee shall not have any of the rights of a shareholder with respect to the
Common Stock subject to this Option until such shares shall be issued to the
Optionee upon the due exercise of this Option.
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Notwithstanding the vesting schedule above, the entire Option shall
become immediately exercisable upon a Change in Control (as defined below) of
the Company and shall terminate if not exercised 30 days following the date of a
Change in Control of the Company. The Company shall notify the Optionee in
writing of the acceleration within 10 days of the Change in Control.
(a) A "Change in Control" shall mean:
(A) A change in control of a nature that would
be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange
Act"), whether or not the Company is then
subject to such reporting requirement;
(B) Any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange
Act) (other than any employee benefit plan
of the Company or any entity which
reports beneficial ownership of the
Company's outstanding securities on
Schedule 13G pursuant to Rule 13d-1 under
the Exchange Act) 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 fifty percent (50%) or more of
the combined voting power of the Company's
then outstanding securities;
(C) The Continuing Directors (as defined below)
cease to constitute a majority of the
Company's Board of Directors; provided that
such change is the direct or indirect result
of a proxy fight and contested election or
elections for positions on the Board of
Directors;
(D) The shareholders of the Company approve:
(1) any consolidation or merger of the
Company in which the Company is not the
continuing or surviving corporation or
pursuant to which shares of Company stock
would be converted into cash, securities, or
other property, other than a merger of the
Company in which shareholders immediately
prior to the merger have the same
proportionate ownership of stock of the
surviving corporation immediately after the
merger; (2) any sale, lease, exchange, or
other transfer (in one transaction or a
series of related transactions) of all or
substantially all of the assets of the
Company; or (3) any plan of liquidation or
dissolution of the Company; or
(E) The majority of the Continuing Directors (as
defined below) determine in their sole and
absolute discretion that there has been a
Change in Control of the Company.
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(b) "Continuing Director" shall mean any person who is a
member of the Board of Directors of the Company,
while such person is a member of the Board of
Directors, who is not an Acquiring Person (as defined
herein) or an Affiliate or Associate (as defined
herein) of an Acquiring Person, or a representative
of an Acquiring Person or any such Affiliate or
Associate, and who:
(A) was a member of the Board of Directors on
the date of this Agreement as first written
above; or
(B) subsequently becomes a member of the Board
of Directors, if such person's initial
nomination for election or initial election
to the Board of Directors is recommended or
approved by a majority of the Continuing
Directors. For purposes of this Section,
"Acquiring Person" shall mean any "person"
(as such term is used in Sections 13(d) and
14(d) of the Exchange Act) who or which,
together with all Affiliates and Associates
of such person, is the "beneficial owner"
(as defined in Rule 13d-3 promulgated under
the Exchange Act), directly or indirectly,
of securities of the Company representing
fifty percent (50%) or more of the combined
voting power of the Company's then
outstanding securities, but shall not
include the Company, any subsidiary of the
Company, or any employee benefit plan of the
Company, or of any subsidiary of the
Company, or any entity holding shares of
common stock organized, appointed, or
established for, or pursuant to the terms
of, any such plan; and "Affiliate" and
"Associate" shall have the respective
meanings described to such terms in Rule
12b-2 promulgated under the Exchange Act.
3. This Option shall terminate and may no longer be exercised if
the Optionee ceases to serve as a consultant to the Company or its subsidiaries
for any reason, except that:
(a) In the event that the Optionee shall cease to serve as a
consultant thereunder to the Company or its subsidiaries, if
any, for any reason other than the Optionee's gross and
willful misconduct or death or disability, the Optionee shall
have the right to exercise this Option at any time within
three months after such termination of services to the extent
of the full number of shares the Optionee was entitled to
purchase under this Option on the date of termination;
(b) In the event that the Optionee shall cease to serve as a
consultant thereunder to the Company or its subsidiaries, if
any, by reason of the Optionee's gross and willful misconduct
during the course of services, including but not limited to
wrongful appropriation of funds of the Company or the
commission of a gross
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misdemeanor or felony, this Option shall be terminated as of
the date of the misconduct; and
(c) In the event that the Optionee shall die while serving as
a consultant thereunder to the Company or any subsidiary or
within three (3) months after termination of services for any
reason other than gross and willful misconduct, or become
disabled (within the meaning of Section 22(e)(3) of the Code)
while serving as a consultant thereunder to the Company or a
subsidiary, if any, and the Optionee shall not have fully
exercised this Option, this Option may be exercised at any
time within twelve months after the Optionee's death or such
disability by the personal representatives, administrators,
or, if applicable, guardian of the Optionee or by any person
or persons to whom this Option is transferred by will or the
applicable laws of descent and distribution to the extent of
the full number of shares the Optionee was entitled to
purchase under this Option on the date of death, disability or
termination of services, if earlier; provided, however, that
this Option may not be exercised to any extent by anyone after
the Termination Date.
4. The exercise of this Option is contingent upon receipt from the
Optionee (or other person exercising this Option pursuant to subsection (c) of
Section 3 above) of a representation that, at the time of such exercise, it is
the Optionee's then intention to acquire the shares being purchased for
investment and not with a view to distribution thereof; provided however, that
the receipt of this representation shall not be required upon exercise of this
Option in the event that, at the time of such exercise, the shares subject to
this Option shall have been and shall continue to be registered under the
Securities Act of 1933, as amended. The certificates for shares so issued for
investment may be restricted by the Company as to transfer unless such shares
are first registered under the Securities Act of 1933 or the Company receives
advice of counsel satisfactory to it that registration under such Act is not
required.
This Option shall not be exercisable until and unless: (i) the Shares
underlying this Option have been registered under the Securities Act of 1933 and
applicable state securities laws, or (ii) upon determination of the Board of
Directors of the Company that the shares can be issued to the Optionee upon
exercise in compliance with an available exemption from registration under
applicable federal and state securities laws.
5. Subject to the foregoing, this Option may be exercised in whole or
in part from time to time by serving written notice of exercise on the Company
at its principal office, accompanied by payment of the purchase price. Payment
of the purchase price shall be made by certified or bank cashier's check payable
to the Company, or by tender of shares of the Company's Common Stock, previously
owned by the Optionee for at least six months, having a fair market value on the
date of exercise equal to the exercise price of this Option, or a combination of
cash and shares equal to such exercise price.
6. This Agreement shall not confer on the Optionee any right with
respect to continuance of any relationship with the Company or any subsidiary of
the Company, nor will it
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interfere in any way with the right of the Company to terminate such consulting
services or relationship at any time. Neither the Optionee nor the Optionee's
legal representative, legatees or distributees, as the case may be, will be or
will be deemed to be the holder of any shares subject to this Option unless and
until this Option has been exercised and the purchase price of the shares
purchased has been paid.
7. This Option may not be transferred, except by will or the laws of
descent and distribution to the extent provided in subsection (c) of Section 3.
8. If there shall be any change in the stock subject to this Option
through merger, consolidation, reorganization, recapitalization, stock dividend,
stock split or other change in the corporate structure of the Company,
appropriate adjustments shall be made by the Company in the number of shares and
the price per share of the shares subject to this Option in order to prevent
dilution or enlargement of option rights granted hereunder.
9. The Company shall at all times during the term of this Option
reserve and keep available such number of shares in the Company as will be
sufficient to satisfy the requirements of this Agreement.
10. This Agreement and the Plan contain all of the terms governing this
grant, and the Plan and this Agreement are intended to be complete, final and
conclusive.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date and year first above written.
VASCULAR SOLUTIONS, INC.
By:
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Xxxxxx X. Xxxx, CEO
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<>, Optionee
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