EXHIBIT 10.31
STOCK OPTION AGREEMENT
(Non-Qualified Officer 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 accordance with the following schedule:
(i) Between the date of this Option and [one year from date of option],
none of the Shares may be purchased.
(ii) Commencing [one year from date of option], one-third (1/3) of the
Shares may be purchased.
(iii) Commencing [two years from date of option], an additional one-third
(1/3) of the Shares may be purchased.
(iv) Commencing [three years from date of option], the final one-third
(1/3) of the Shares may be purchased.
Notwithstanding anything in this Option to the contrary, the Option shall be
exercisable to purchase all of the Shares immediately, to the extent not already
purchased, (i) ten (10) business days before the consummation of a "Transaction"
as defined in Paragraph 16 of the 1997 Plan, and (ii) upon the acquisition by
any person, entity or group (as defined pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended) of 51% or more of the Company's
outstanding voting securities.
(b) The Option shall expire (to the extent not previously exercised) on
[ten years from date of option]. Notwithstanding any other term or provision of
this Option to the contrary, the portion of this Option, if any, which is
exercisable at the date of termination of your employment, consultation or other
service by or to the Company or a subsidiary may be exercised until the
expiration date set forth in the preceding sentence notwithstanding the
termination of your employment, consultation or other service by or to the
Company or a subsidiary by your death or due to your permanent disability and
notwithstanding your ceasing to be an employee, director, consultant or advisor
of or to the Company or a subsidiary because of your retirement, resignation or
any other cause, except that all rights to exercise this Option shall terminate
if you cease to be an employee, director, consultant or advisor of or to the
Company or a subsidiary 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 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 the Company or
any subsidiary, nor interfere in any way with the right of the Company or a
subsidiary to terminate your employment 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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