EXHIBIT 10.27
EMPLOYEE OPTION GRANT AGREEMENT
THIS EMPLOYEE OPTION GRANT AGREEMENT (the "Agreement") is effective the
___ day of ___, 1999, by and between SURGICAL SAFETY PRODUCTS, INC., a New York
corporation, with its principal place of business at 0000 Xxx Xxxxxxx, Xxxxxxxx,
Xxxxxxx 00000 (the "Employer") and ___________________________residing at
_______________________ (the "Employee").
WITNESSETH:
WHEREAS, Employer desire to grant certain options of Employer's Common
Stock to Employee (the "Options"); and
WHEREAS, Employee desires to accept such Options relative to the terms
and conditions set forth herein.
NOW THEREFORE, in completion of the mutual promises, covenants and
conditions contained herein and for other good and valuable consideration the
receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:
1. STOCK OPTIONS: Under the SURGICAL SAFETY PRODUCTS 1999 STOCK
OPTION PLAN (the "Plan") implemented by Employer on January 19,
1999, a copy of which has been provided to Employee and all
terms and conditions of which are incorporated herein by
reference, Employee is granted the following:
A. ISO Stock Options to purchase up to a total of
_______________ shares of the Employer's common stock, which
options vest at the rate of one-third per year on the
anniversary date of this Agreement for a period of three (3)
years and which options may be exercised at any time after
vesting at an exercise price of $ _________ per share (fair
market value as defined Plan, or in the case of an Employee
who possesses more than ten percent (10%) of the total
combined voting power of all classes of stock of Employer at
the time of the grant, 110% of the fair market value).
Unless sooner terminated under the terms of the Plan,
Employee has ten (10) years from the date of this grant in
which to exercise said options, unless such Employee
possesses more than ten percent (10%) of the total combined
voting power of all classes of stock of Employer at the time
of the grant, in which case said Employee shall have five
(5) years from the date of this grant in which to exercise
such options.
B. NSO Stock Options to purchase up to a total of
_______________ shares of the Employer's common stock,
which options vest at the at a rate of one-third per year
for a period of three (3) years and which options may be
exercised at any time after vesting at an exercise price
of $ _________ per share (75% fair market value as
defined Plan). Unless sooner terminated under the terms
of the Plan, Employee has ten (10) years from the date of
this grant in which to exercise said options.
C. Reload Option. Employer grants to Employee the right to pay
the exercise price of shares of Employer's common stock to
be purchased by the exercise of an ISO, NSO or another
Reload Option (the "Original Option") by delivering to the
Corporation shares of Employer's Common Stock already owned
by Employee (the "Tendered Shares"), in which case Employee
shall receive a Reload Option which shall be a new Option to
purchase shares of Employer's common stock equal in number
to the tendered shares. The terms of such Reload Option are
as follows:_______________________________________________
__________________________________________________________
2. CHANGE OF CONTROL. Employer grants/does not grant Employee
change of control privileges. In the event Employer grants such
privileges to Employee, such privileges are annexed hereto and
made a part hereof as Exhibit A to this Agreement.
3. NO VIOLATION. Employee hereby represents and warrants to
Employer that the execution, delivery and performance of this
Agreement or the passage of time, or both, will not conflict
with, result in a default, right to accelerate or loss of rights
under any provision of any agreement or understanding to which
the Employee or, to the best knowledge of Employee, any of
Employee's affiliates are a party or by which Employee, or to
the best knowledge of Employee, Employee's affiliates may be
bound or affected.
4. CAPTIONS. The captions, headings and arrangements used in this
Agreement are for convenience only and do not in any way affect,
limit or amplify the provisions hereof.
5. NOTICES. All notices required or permitted to be given hereunder
will be in writing and will be deemed delivered, whether or not
actually received, two (2) days after being deposited in the
United States mail, postage prepaid, registered or certified
mail, return receipt requested, addressed to the party to whom
notice is being given at the specified address or at such other
address as such party may designate by notice:
Employer: SURGICAL SAFETY PRODUCTS, INC.
0000 Xxx Xxxxxxx
Xxxxxxxx, Xxxxxxx 00000
Employee: ________________________________
________________________________
6. INVALID PROVISIONS. If any provision of this Agreement is held to
be illegal, invalid or unenforceable under present or future
laws, such provisions will be fully severable, and this Agreement
will be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this
Agreement; the remaining provisions of this Agreement will remain
in full force and effect and will not be affected by the illegal,
invalid or unenforceable provision or by its severance of this
Agreement. In lieu of each such illegal, invalid or unenforceable
provision, there will be added automatically as part of this
Agreement a provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.
7. ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the entire
agreement of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and
understandings, if any, relating to the subject matter hereof,
including the Prior Agreement, which is fully replaced hereby.
This Agreement may be amended, in whole or in part only, by an
instrument in writing setting forth the particulars of such
amendment and duly executed by an officer of Employer expressly
authorized by the Board to do so and by Employee.
8. WAIVER. No delay or omission by any party hereto to exercise any
right or power hereunder will impair such right or power to be
construed as a waiver thereof. A waiver by any of the parties
parties hereto of any of the covenants to be performed by any
other party or any breach thereof will not be construed to be a
waiver of any succeeding breach thereof or of any other covenant
herein contained. Except as otherwise expressly set forth herein,
all remedies provided for in this Agreement will be cumulative
and in addition to and not in lieu of any other remedies
available to any party at law, in equity or otherwise.
9. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which will constitute an original, and all
of which together will constitute one and the same agreement.
10. GOVERNING LAW. This Agreement will be construed and enforced
according to the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement effective as of the date first above written.
EMPLOYER: EMPLOYEE:
SURGICAL SAFETY PRODUCTS, INC.
By:______________________________ _________________________
EXHIBIT A
CHANGE OF CONTROL PRIVILEGES
(3) In addition to all other rights granted Employee, Employee shall have
the following change of control privileges:
(1) Upon change of control of Employer, Employer may terminate this
Agreement. For the purpose of this Agreement, "change of
control" will mean a change in the control of Employer of a
nature that would be required to be reported in response to (1)
Item 1 of Form 8K; (2) Item 5(f) of Schedule 14A of Regulation
14A; or (3) any other rule or regulation as promulgated by the
Securities and Exchange Commission.
(2) Upon a change in control of the Employer, the Employer will pay
to the Employee in cash, an amount equal to the number of options
granted to Employee from the date of this Agreement up to the
date the change in the control of the Company occurs, whether
such options are vested, not vested or exercised, multiplied by
the highest closing sale price of a share of Employer's common
stock quoted during the 30-day period immediately preceding the
date the change in control occurs on the composite tape for
shares listed on the New York Stock Exchange; or if such shares
are not quoted on the composite tape of the New York Stock
Exchange, the highest closing sale price quoted during such
period on the principal United States securities exchange
registered under the Securities Exchange Act of 1934, as amended,
on which such shares are listed; or if such shares are not listed
on any such exchange, the highest closing bid quotation with
respect to a share during the 30-day period preceding the date
the change of control occurs on the National Association of
Securities Dealers, Inc. automated quotation system or any
similar system then in general use; or if no such quotations are
available, the fair market value of a share on the date the
change in control occurs as determined by a majority of
disinterested directors, such amount being hereafter referred to
as "Termination Option Payment". The Termination Option Payment
will be paid to Employee within sixty (60) days after the change
in control occurs and also will include an additional amount
equal to (a) any excise tax imposed on the Employee under the
Internal Revenue Code by reason of Employee's receipt of the
Termination Option Payment above; plus (b) a gross-up payment to
reflect any federal, state or local income tax or other taxes
imposed on Employee by reason of Employee's receipt of the above
Termination Option Payment.
EMPLOYER: EMPLOYEE:
SURGICAL SAFETY PRODUCTS, INC.
By:_________________________________ _________________________
