EXHIBIT 10.1
OPTION NO. <>
VASCULAR SOLUTIONS, INC.
INCENTIVE 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 be an Incentive Stock Option governed by the
provisions of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). The terms of the Plan and the Option shall be interpreted and
administered so as to satisfy the requirements of Section 422 of 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
on <> (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 <>.............................26%
On or after <>..............................2%
On or after the <> day of each succeeding month..............2%
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
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Change in Control of the Company.
(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 be employed by the Company or its subsidiaries, if any,
except that:
(a) In the event that the Optionee shall cease to be employed
by 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 employment 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 be employed
by the Company or its subsidiaries, if any, by reason of the
Optionee's gross and willful misconduct
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during the course of employment, including but not limited to
wrongful appropriation of funds of the Company or the
commission of a gross 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 in the
employ of the Company or any subsidiary or within three (3)
months after termination of employment for any reason other
than gross and willful misconduct, or become disabled (within
the meaning of Section 22(e)(3) of the Code) while in the
employ of 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 employment,
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.
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6. This Agreement shall not confer on the Optionee any right with
respect to continuance of employment with the Company or any subsidiary of the
Company, nor will it interfere in any way with the right of the Company to
terminate such employment 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. If the Optionee shall dispose of any of the shares of Common Stock
acquired upon exercise of this Option within two years from the date this Option
as granted or within one year after exercise of this Option, then, in order to
provide the Company with the opportunity to claim the benefit of any income tax
deduction, Optionee shall promptly notify the Company of the dates of
acquisition and disposition of such shares, the number of shares so disposed of,
and the consideration, if any, received for such shares.
11. 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 Xxxx, CEO
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<>, Optionee
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