EXHIBIT 4.6
DATASCOPE CORP.
MEDICAL ADVISORY BOARD
STOCK OPTION AGREEMENT
THIS AGREEMENT (the "Agreement"), made as of this ______ day of
________, ____, by and between DATASCOPE CORP. (the "Company"), a Delaware
corporation, and _______________ ("Optionee"), _______________________________.
R E C I T A L
WHEREAS, Optionee is a member of the Medical Advisory Board of the
Company;
WHEREAS, the Company is granting this Option to the Optionee as a
compensation for his services on the Medical Advisory Board of the Company;
WHEREAS, the Board of Directors of the Company (the "Board") has
adopted a resolution granting Optionee a stock option (the "Option") to purchase
_____ shares of the Company's Common Stock, par value $.01 per share ("Shares"),
for the price and on the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the adequacy and
receipt of which are hereby acknowledged, the parties agree as follows:
1. (a) The price at which Optionee shall have the right to purchase
Shares under this Agreement is _________ per share subject to adjustment as
provided in Paragraph (b) below.
(b) Unless the Option is previously terminated pursuant to this
Agreement, the Option shall be exercisable with respect to ________ Shares on
each of the first and second anniversaries of the date hereof.
In no event shall any Shares be purchasable under this Agreement after the
fifth anniversary of the date hereof (the "Expiration Date"). Except as provided
in subparagraph (c) hereof, the Option shall cease to be exercisable on the date
Optionee voluntarily or involuntarily terminates
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his services as a member of the Medical Advisory Board of the Company, and all
rights of Optionee hereunder shall thereupon terminate.
(c) If Optionee ceases to be a member of the Medical Advisory Board
of the Company and this cessation is due to disability (as defined in each case
by the Board) or to death, the Option shall be exercisable as provided in this
subparagraph. In the event of his disability, the Optionee's duly appointed
guardian or conservator or, in the event of his death, his executor or
administrator shall have the privilege of exercising the unexercised portion of
the Option which Optionee could have exercised on the day on which his status as
a member of the Medical Advisory Board to the Company was terminated, provided,
however, that such exercise must be in accordance with the terms of this
Agreement and within one (1) year of Optionee's disability or death, as the case
may be. In no event, however, shall Optionee or his executor or administrator,
as the case may be, exercise the Option after the Expiration Date specified in
subparagraph 1 (b). For all purposes of this Agreement, an approved leave of
absence shall not constitute an interruption or cessation of Optionee's service
as a member of the Medical Advisory Board of the Company.
(d) The Option is not intended to satisfy the requirements for an
incentive stock option under the Code. The Company makes no representations or
warranties as to the income, estate or other tax consequences to Optionee of the
grant or exercise of the Option or the sale or other disposition of the shares
acquired pursuant to the exercise thereof.
2. Nothing contained herein shall be construed to confer on Optionee
any right to continue as a member of the Medical Advisory Board of the Company
or to derogate from any right of the Company to terminate the Optionee's service
on the Medical Advisory Board of the Company.
3. The Option shall not be sold, pledged, assigned or transferred in
any manner except to the extent that the Option may be exercised by an executor
or administrator as provided in subparagraph 1(c) above. The Option may be
exercised, during the lifetime of Optionee, only by Optionee, or his duly
appointed conservator or guardian in the event of his disability.
4. (a) If the outstanding Shares of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger. recapitalization, reclassification, capital adjustment or otherwise, or
if the Company shall issue Shares as a dividend or upon a stock split, then the
number and kind of shares subject to the unexercised portion of the Option and
the exercise price of the Option shall be adjusted to prevent the inequitable
enlargement or dilution of any rights hereunder, provided, however, that any
such adjustment shall be made without change in the total exercise price
applicable to the unexercised portion of the option Adjustments under this
paragraph shall be made by the Board whose determination shall be final and
binding and conclusive. In computing any adjustment under this paragraph, any
fractional Share shall be eliminated. Nothing contained in this Agreement shall
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be construed to affect in any way the right or power of the Company to make any
adjustment, reclassification, reorganization or changes to its capital or
business structure or to merge or to consolidate or to dissolve, liquidate or
transfer all or any part of its business or assets. Distributions to the
Company's shareholders consisting of property other than shares of Common Stock
of the Company or its successor and distributions to shareholders of rights to
subscribe for Common Stock shall not result in the adjustment of the Shares
purchasable under outstanding options or the exercise price of outstanding
options.
(b) If in the event of the dissolution or liquidation of the
Company, or in the event of a merger or consolidation in which (1) the Company
is not the surviving corporation, and (2) the agreement governing such merger or
consolidation do not provide for the issuance to Optionee of a Substitute Option
(as hereinafter defined) or the express assumption of this Option, Optionee
shall have the right immediately prior to the effective date of such merger,
consolidation, dissolution or liquidation to exercise the Option in whole or in
part, without regard to any installment provisions contained in subparagraph
1(b); provided, that any conditions precedent to such exercise set forth in this
Agreement, other than the passage of time, have occurred. In such event, the
Company will mail or cause to be mailed to Optionee a notice specifying the date
on which holders of Shares shall be entitled to exchange their shares for
securities or other property deliverable in connection with such merger,
consolidation, dissolution or liquidation. Such notice shall be mailed at least
ten (10) days prior to the date therein specified to the address of Optionee
specified on page 1 of this Agreement or to such other address as Optionee
delivers or transmits by registered or certified mail to the Treasurer of the
Company at its principal office. In the event the Option is not exercised on or
prior to the date specified therein, the Option and any rights hereunder shall
terminate as of said date. For purposes of this Paragraph 4, a "Substitute
Option" shall mean an option under which Optionee has the right to purchase on
substantially equivalent terms (as hereinafter defined) (in lieu of Shares), the
stock, securities, or other property he would have been entitled to receive upon
the consummation of such merger or consolidation had he exercised the option
immediately prior thereto. For purposes of the preceding sentence,
"substantially equivalent terms" shall be those terms given approval by the
Board in their sole discretion.
5. The Option shall be exercised when written notice of such exercise,
signed by Optionee has been delivered or transmitted by registered or certified
mail, to the Secretary of the Company at its principal office. Said written
notice shall specify the number of Shares purchasable under the Option which
Optionee then wishes to purchase and shall be accompanied by (i) such
documentation, if any, as may be required by the Company as provided in
Paragraph 7 hereof and (ii) payment of the aggregate option price. Such payment
shall be in the form of (i) cash or a certified check (unless such certification
is waived by the Company) payable to the order of the Company in the amount of
the aggregate option price for such number of shares, (ii) certificates duly
endorsed for transfer (with all transfer taxes paid or provided for) evidencing
a number of shares of Common Stock of the Company of which the aggregate fair
market value on the date of exercise is equal to the aggregate option exercise
price of the shares being purchased or (iii) a combination of these methods of
payment; provided, however, that payment, whether in whole or in part, by
surrendering certificates, may only be made if Optionee has held such shares
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for a period of at least six (6) months prior to the date of surrender.
Delivery of said notice and such documentation shall constitute an irrevocable
election to purchase the Shares specified in said notice and the date on which
the Company receives said notice and documentation shall, subject to the
provisions of Paragraph 6 and 7, be the date as of which the Shares so purchase
shall be deemed to have been issued. Optionee shall not have the right or status
as a holder of the Shares to which such exercise relates prior to receipt by the
Company of such payment, notice and documentation.
6. Anything in this Agreement to the contrary notwithstanding, in no
event may the Option be exercisable if the Company shall, at any time and in its
sole discretion, determine that (i) the listing, registration or qualification
of any shares otherwise deliverable upon such exercise, upon any securities
exchange or under any state or federal law, or (ii) the consent or approval of
any regulatory body or the satisfaction of withholding tax or other withholding
liabilities is necessary or desirable in connection with such exercise. In such
event, such exercise shall be held in abeyance and shall not be effective unless
and until such withholding, listing, registration, qualification or approval
shall have been affected or obtained free of any conditions not acceptable to
the Company in its sole discretion, notwithstanding any termination of any
option or any portion of any option during the period when exercisability has
been suspended.
7. The Board may require as a condition to the right to exercise the
Option hereunder that the Company receive from Optionee representations,
warranties and agreements, at the time of any such exercise, to the effect that
the Shares are being purchased for investment only and without any present
intention to sell or otherwise distribute such Shares and that the Shares will
not be disposed of in transactions which, in the opinion of counsel to the
Company, would violate the registration provisions of the Securities Act of
1933, as then amended, and the rules and regulations thereunder. The certificate
issued to evidence such Shares shall bear appropriate legends summarizing such
restrictions on the disposition thereof.
8. This Agreement shall be construed and enforced in accordance with
the laws of the State of Delaware. Subject to subparagraph 1(c), this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, personal representative, successors or assigns, as the
case may be.
IN WITNESS WHEREOF, the parties have witnessed this Agreement to be
duly executed and delivered as of the date first above written.
DATASCOPE CORP.
______________________________ By:_________________________________
Optionee
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