EXHIBIT 4.2
STOCK OPTION AGREEMENT
(PREMIER OPTION)
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into this
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_____ day of ____________, 1997 (the "Effective Date") by and between
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__________________________________________ ("Optionee") and PREMIER LASER
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SYSTEMS, INC., a California corporation (the "Company").
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R E C I T A L S
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A. The Company, Premier Acquisition of Delaware, Inc. ("PAI"), and EyeSys
Technologies, Inc. ("EyeSys") have entered into that certain Agreement and Plan
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of Merger dated April 24, 1997 (the "Merger Agreement"). Pursuant to the Merger
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Agreement, PAI will merge into EyeSys, with EyeSys surviving as a wholly-owned
subsidiary of the Company (the "Merger").
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B. As a term and condition of the Merger Agreement and pursuant to an
Exchange Agreement between the Company and Optionee, the parties have entered
into this Agreement.
AGREEMENT
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NOW, THEREFORE, the parties agree as follows:
1. Grant to Optionee.
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The Company hereby grants to Optionee, subject to the terms and conditions
set forth herein, an option (the "Option") to purchase from the Company all or
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any part of an aggregate of ____________________ (_______) shares (the "Shares")
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of the Company's Class A Common Stock ("Common Stock"), subject to adjustment as
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provided herein.
2. Exercise Price.
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The price to be paid for Common Stock upon exercise of the Option or any
part thereof shall be $___ per share (the "Exercise Price"), subject to
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adjustment as provided herein.
3. Exercise.
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Optionee may exercise this Option in whole at any time or in part from time
to time, on any business day, after ____________, 1998 (twelve months following
the closing of the Merger) and prior to the time this Option terminates as
provided in Section 6 below, by delivery at the principal office of the Company,
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of:
(a) this Option,
(b) the Exercise Form attached to this Option duly executed and specifying
the number of shares of Common Stock to be purchased hereunder, and
(c) payment of the sum (the "Purchase Price") obtained by multiplying (x)
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the number of shares of Common Stock to be purchased by (y) the Exercise Price.
Payment of the Purchase Price may be made in cash or by certified or official
bank check payable to the order of the Company.
Upon receipt thereof, the Company shall, as promptly as practicable, and in
any event within ten (10) days thereafter, cause its transfer agent to deliver
to Optionee a certificate or certificates for the aggregate number of the Shares
issuable upon such exercise. If this Option shall have been exercised only in
part, the Company shall, at the time of delivery of such certificate or
certificates, deliver to Optionee a new Option evidencing the rights of Optionee
to purchase the remaining shares of Common Stock called for by this Option,
pursuant to the same terms and conditions and with the same restrictions
specified herein, and which new Option shall be of like tenor to this Option.
4. Fractional Shares.
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No fractional shares shall be purchased upon the exercise of the Option.
The number of Shares to be purchased shall be rounded to the nearest whole
share.
5. Adjustments.
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(a) Stock Splits and Combinations. If the Company at any time or from time
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to time after the Effective Date effects a subdivision of the outstanding Common
Stock pursuant to a stock split or similar event, the Exercise Price of the
Option shall be proportionately decreased, and conversely, if the Company at any
time or from time to time after the Effective Date combines the outstanding
shares of Common Stock into a smaller number of shares in a reverse stock split
or similar event, the Exercise Price of the Option shall be proportionately
increased. Upon the adjustment of the Exercise Price pursuant to the foregoing
provisions, the number of shares of Common Stock subject to the exercise of the
Option shall be adjusted to the nearest full share by multiplying the Shares
subject to the Option by a fraction, the numerator of which is the Exercise
Price immediately prior to such adjustment and the denominator of which is the
Exercise Price immediately after such adjustment. Any adjustment under this
subsection (a) shall be effective at the close of business on the date the
subdivision or combination becomes effective.
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(b) Certain Dividends and Distributions. If the Company at any time or
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from time to time after the Effective Date makes, or fixes a record date for the
determination of holders of Common Stock entitled to receive a dividend or other
distribution payable in additional shares of Common Stock, then and in each such
event the number of shares of Common Stock subject to the Option shall be
increased and the Exercise Price then in effect shall be decreased as of the
date of such issuance or, in the event such record date is fixed, as of the
close of business on such record date, by:
(i) multiplying the Exercise Price then in effect by a fraction (1)
the numerator of which is the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close
of business on such record date, and (2) the denominator of which shall be
the total number of shares of Common Stock issued and outstanding
immediately prior to the time of such issuance or the close of business on
such record date plus the number of shares of Common Stock issuable in
payment of such dividend or distribution; and
(ii) multiplying the number of shares of Common Stock subject to
the Option by a fraction (1) the numerator of which is the total number of
shares of Common Stock issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date plus the
number of shares of Common Stock issuable in payment of such dividend or
distribution, and (2) the denominator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date.
If, however, such record date is fixed and such dividend is not fully paid
or if such distribution is not fully made on the date fixed therefor, the number
of shares of Common Stock subject to the Option and the Exercise Price thereof
shall be recomputed accordingly as of the close of business on such record date
and thereafter shall be adjusted pursuant to this subsection (b) as of the time
of actual payment of such dividends or distributions.
(c) Other Adjustments. In the event the Company at any time or from time to
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time after the Effective Date:
(i) makes a dividend or other distribution payable in securities of
the Company other than shares of Common Stock, or
(ii) changes any Common Stock into the same or a different number
of shares of any class or classes of stock, whether by recapitalization,
reclassification or otherwise (other than a subdivision or combination of
shares or stock dividend or a reorganization, merger, consolidation or sale
of assets provided for elsewhere in this Section 5), or
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(iii) effects a capital reorganization of the Common Stock (other
than a recapitalization, subdivision, combination, reclassification or
exchange of shares provided for elsewhere in this Section 5) or merger or
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consolidation of the Company with or into another corporation, or the sale
of all or substantially all of the Company's properties and assets to any
other person,
then, in each such event, any and all new, substituted or additional securities
to which Optionee is entitled by reason of his ownership of the Shares shall be
immediately subject to the Option and be included in the word "Shares" for all
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purposes hereunder with the same force and effect as the Shares from time to
time subject hereto. After each such event, the Exercise Price per share shall
be proportionately adjusted so that the aggregate Exercise Price upon exercise
of the Option shall remain the same as before such event.
6. Expiration Date.
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The Option shall terminate in any event on ___________, 2000 (three years
after the closing of the Merger).
7. Nontransferable.
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This Option shall be exercisable during Optionee's lifetime only by
Optionee or Optionee's guardian or legal representative and shall be
nontransferable, except that Optionee may transfer all or any part of the Option
by will or by the laws of descent and distribution.
8. No Rights as Shareholder.
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The holder of this Option shall not have any of the rights of a shareholder
with respect to the shares subject to the Option until such holder shall have
exercised the Option and paid the Purchase Price.
9. Notices.
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Any notice or other communication required or permitted to be given to the
parties hereto shall be in writing and hand delivered or sent by certified or
registered mail, return receipt requested, first class postage prepaid, to the
respective addresses of the parties set forth on the signature page hereof, or
to such other address as a party hereto may from time to time designate in
writing to the other. Any notice delivered by hand is deemed to have been given
upon delivery. Any notice mailed as provided above is deemed to have been given
five (5) days after the date of mailing.
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10. Choice of Law.
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This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first set forth above.
"Company": PREMIER LASER SYSTEMS, INC.,
a California corporation
By:
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Xxxxxxx Xxxxxx,
Chief Executive Officer
Address:
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3 Morgan
Xxxxxx, XX 00000
"Optionee": ------------------------------------
Address:
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EXERCISE FORM
(To be signed only upon exercise of Option)
To ______________________:
The undersigned, being the holder of the within Option, hereby irrevocably
elects to exercise the rights represented by such Option for, and to purchase
thereunder, _______ shares of Class A Common Stock of Premier Laser Systems,
Inc. (subject to adjustment as provided in such Option) and herewith makes
payment of $___________ therefor, and requests that the certificates for such
shares be issued in the name of, and be delivered to the following address:____
_______________________________________________________________________________
Dated:________________
_________________________________________________
(Signature must conform in all
respects to name of Optionee as
specified in the within Option)
* Insert here all or such portion of the number of shares specified at the
beginning of the within Option with respect to which Optionee desires to
exercise Optionee's purchase right, without adjustment for any other or
additional stock or other securities, property or cash that may be
delivered on such exercise.
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