OXBORO MEDICAL INTERNATIONAL, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
January 28, 1998
Dear Xx. Xxxxx:
At the direction of the Board of Directors of Oxboro Medical
International, Inc. (the "Company"), you are hereby notified that the Board
has granted to you a Stock Option ("Option") to purchase 40,000 shares of
Common Stock ("Stock") of the Company at a price of $1.25 per share. The
date of grant of this Option is the date of this notice, and it is the
determination of the Board of Directors that on this date the fair market
value of the Company's Common Stock does not exceed $1.25 per share.
You are not required to exercise this Option. This Option must be
exercised, if at all and to the extent exercised, on or before January 29,
2003.
Your Option is in all respects limited and conditioned by the following:
a. Your Option is immediately exercisable in full.
b. The purchase price of any Stock purchased pursuant to exercise of
this Option may be paid in cash or by certified or cashier's check or by
delivery to the Company of shares of Stock owned by you for at least six
months prior to delivery in an amount equal in fair market value to the
purchase price of the shares of Stock being purchased pursuant to this
Option. In addition, such purchase price may be paid by a loan from the
Company upon such terms as the Board of Directors may establish from time to
time.
c. Your Option may be exercised by you, but only by you, at any time
during your lifetime prior to six (6) months after the date of the
termination of your service as a member of the Board of Directors of the
Company, but only to the extent you were entitled to exercise your Option at
the date of such termination and only if your Option has not expired. In no
event will your Option be exercisable after the expiration of five (5) years
from the date such Option is granted.
d. In the event of your death while you are a director of the Company,
your Option may be exercised at any time within six (6) months following the
date of your death by your estate or by a person who acquired the right to
exercise your Option by will or the laws of descent and distribution. In
either case, such Option may be exercised only to the extent you were
entitled to exercise the Option at the time of your death. In the event of
your death within ninety (90) days after termination of your service as a
director, then the Option may be exercised at any time within three (3)
months following the date of your death by your estate or by a person who
acquired the right to exercise your Option by will or by the laws of descent
and distribution, but only to the extent you were entitled to exercise the
Option at the time of such termination.
e. You may not transfer, sell, pledge, assign, or otherwise dispose of
your Option, other than at death by will or the laws of descent and
distribution, and your Option during your lifetime is exercisable only by you.
f. The shares of Stock you may acquire upon exercise of your Option
are subject to restrictions against transfer.
g. Unless a registration statement under the Securities Act of 1933
(and applicable state securities laws) is in effect with respect to this
Option or Stock to be purchased pursuant to this Option, you agree with, and
represent to, the Company that you are acquiring the Option and Stock for the
purpose of investment and not with a view to transfer, sell, or otherwise
dispose of the Option or Stock, except as may be permitted under applicable
securities laws. The Company may require an opinion of counsel satisfactory
to it prior to the transfer of any Stock to or by you to assure at all times
that such transaction will be in compliance with applicable federal and state
securities laws.
As a condition to the issuance of shares of Stock under this Option, you
agree to remit to the Company at the time of any exercise of this Option any
taxes required to be withheld by the Company under federal, state, or local
law as a result of your exercise of this Option. At your option, such taxes
may be paid by delivery to the Company of shares of Stock already owned by
you or withholding of shares issuable upon exercise of this Option, in either
case in an amount equal in fair market value to the taxes owed.
OXBORO MEDICAL INTERNATIONAL, INC.
By /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Its Chief Executive Officer
ACCEPTANCE
I hereby accept the terms and provisions of the above Nonqualified Stock
Option Agreement and agree to be bound by its terms. I also agree to accept
as binding, conclusive, and final all decisions or interpretations of the
Company's Board of Directors upon any questions arising under the Option.
Dated effective Jan. 28, 1998.
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/s/ Xxxxxx X. Xxxxx
------------------------------
Xxxxxx X. Xxxxx
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NOTICE OF EXERCISE OF STOCK OPTION
AND RECORD OF STOCK TRANSFER
I hereby exercise the Stock Option granted by Oxboro Medical
International, Inc., effective January 28, 1998, subject to all terms and
provisions thereof, and notify you of my desire to purchase _______ shares of
Common Stock of the Company (the "Shares"), offered to me pursuant to said
Option. Enclosed is my check in the sum of $_________________ in full
payment for the Shares.
[This paragraph is applicable if the Shares are not registered under the
Securities Act of 1933.] I hereby represent that the Shares are being acquired
by me as an investment and not with a view to, or for resale in connection
with, the distribution of any shares of the Company. I understand that the
Shares are not registered under the Securities Act of 1933, as amended (the
"Act"), or applicable state securities laws, that the Shares may not be sold
or otherwise transferred except pursuant to an effective registration
statement under the Act and said laws unless the Company has received an
opinion of counsel satisfactory to it that such transfer or disposition does
not require registration under the Act or said laws and, for any sales under
Rule 144 of the Act, such evidence as it shall request for compliance with
that rule or applicable state securities laws, and that the certificate
representing the Shares may contain a legend referring to such restrictions.
I agree that I am responsible for any taxes payable as a result of the
exercise of the option or the sale of the shares issued upon such exercise.
I agree that if the Company is required to withhold any taxes as a result of
my exercise of the option, I will remit any required amount to the Company as
a condition to the issuance to me of the Shares.
Dated: _______________, 19__.
___________________________________
Optionee's Signature
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RECEIPT
RECEIPT is hereby acknowledged of the delivery to me by Oxboro Medical
International, Inc., on ____________, 19__, of stock certificate no. ___________
for _________ shares of Common Stock purchased by me pursuant to
the terms and conditions of a stock option granted to me effective January
28, 1998.
___________________________________
Optionee
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