EXHIBIT 10.30
STOCK OPTION AGREEMENT
Director Option
Dated as of: _______________
To: __________________
Pursuant to the 1997 Stock Option Plan ("1997 Plan") of Somanetics
Corporation (the "Company") and with the approval of the Compensation Committee
of the Company's Board of Directors, in accordance with the 1997 Plan, the
Company hereby grants to you an option (the "Option") to purchase ____________
(____) Common Shares, par value $.01 per share, of the Company (the "Shares") at
$_____ per Share, upon the terms and conditions contained in this Stock Option
Agreement and in the 1997 Plan, a copy of which is attached to, and made a part
of, this Stock Option Agreement.
1. The Option is intended to be a Nonqualified Option, as defined in
the 1997 Plan.
2. The Option herein granted may not be transferred by you otherwise
than by will or by the laws of descent and distribution, and during your
lifetime the Option is exercisable only by you.
3. (a) Subject to the other terms of this Option and the 1997 Plan,
you may exercise the Option in whole or in part at any time until the expiration
of this Option.
(b) The Option shall expire (to the extent not previously
exercised) on the earlier of (i) [ten years from date of option], and (ii) the
date you cease to be a director of the Company because of termination for cause.
4. The Option shall be exercised by giving a written notice of
exercise to the Treasurer of the Company. Such notice shall specify the number
of Shares to be purchased and shall be accompanied by payment in full of the
aggregate option price for the number of Shares purchased and by the
representation required by Paragraph 14 of the 1997 Plan if the Shares to be
issued under the 1997 Plan have not been registered under the Securities Act of
1933. Such exercise shall be effective only upon the actual receipt of such
written notice and no rights or privileges of a shareholder of the Company in
respect of any of the Shares issuable upon the exercise of any part of the
Option shall inure to you, or any other person entitled to exercise the Option,
unless and until certificates representing such Shares shall have been issued.
If at the time of exercise, the Board of Directors allows for payment of all or
any part of the exercise price to be made by promissory note, the interest rate
for the promissory note will be a market rate.
5. It is understood and agreed that nothing contained in the 1997 Plan
or in this Agreement, nor any action taken by the Committee, shall confer upon
you any right with respect to the continuation of your employment by, or other
service to, the Company or any subsidiary, nor interfere in any way with the
right of the Company or a subsidiary to terminate your employment or other
service at any time.
Very truly yours,
SOMANETICS CORPORATION,
a Michigan corporation
By _________________________
Its __________________________
The above is agreed to and accepted.
_________________________________
Dated: __________________________
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