:
Exhibit 10.15
ISOP No.
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ATHENA MEDICAL CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
This Incentive Stock Option Agreement is between ATHENA MEDICAL CORPORATION,
a Nevada corporation (the "Company"), and (the "Optionee"),
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pursuant to the Company's 1994 Incentive and Non-Qualified Stock Option
Plan, as amended (the "Plan"). The Company and the Optionee agree as follows:
1. Option Grant. The Company hereby grants to the Optionee on the terms and
conditions of this Agreement the right and option (the "Option") to purchase all
or any part of shares of the Company's common stock at a purchase
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price of $ per share. The terms and conditions of this Option
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set forth in the attached Exhibit A are hereby incorporated into and made a
part of this Agreement. This Option is intended to be an "incentive stock
option" as defined in Section 422 of the Internal Revenue Code of 1986, as
amended.
2. Grant Date; Expiration Date. The grant date for this Option is '
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199 . This Option shall continue in effect until , , which is 10
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years after such grant date (the "Expiration Date"), unless earlier terminated
as provided in paragraph 4, 8 or 9 of Exhibit A.
3. Time of Exercise. Until expiration or termination as provided in
paragraph 4, 8 or 9 of Exhibit A, this Option may be exercised from time to time
to purchase shares up to the following limits:
The minimum number of shares with respect to which this Option may be
exercised at any one time is 100 shares, unless an installment subject to
exercise is fewer than 100 shares.
4. Method of Exercise. Paragraph 5 of Exhibit A sets forth the method by
which this Option may be exercised. This Option is not transferrable except by
will or the laws of intestacy.
ATHENA MEDICAL CORPORATION OPTIONEE
By-------------------------- -------------------------
Xxxxxxx X Xxxxxxxx, President -------------------------
00000 XX Xxxxxx Xx., Xxx. X-0 -------------------------
Xxxxxxxx, XX 00000 -------------------------
SSN:
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EXHIBIT A
TO INCENTIVE STOCK OPTION AGREEMENT
THE PLAN. The Incentive Stock Option Agreement is subject to all terms and
conditions of the Athena Medical Corporation 1994 Incentive and Non-Qualified
Stock Option Plan (the "Plan") adopted by the Company as of June 7, 1994, as it
may thereafter be amended. All provisions of the Plan are incorporated herein by
this reference. A copy of the Plan may be obtained upon request to the Company.
Nontransferability. The Option is nonassignable and nontransferable by the
Optionee, either voluntarily or by operation of law, except by will or by the
laws of descent and distribution of the state or country of the Optionee's
domicile at the time of death. More particularly (but not in limitation of the
foregoing), the Option may not be sold, assigned, transferred (except as
provided above), pledged or encumbered in any way, and shall not be subject to
execution, attachment or similar process. Any attempted sale, assignment,
transfer, pledge, encumbrance or other disposition contrary to the Plan, or the
levy of any execution, attachment or similar process upon the Option, will be
void and without effect.
EXERCISE OF OPTION DURING EMPLOYMENT. Except as provided under paragraph 4
below, no Option granted under the Plan may be exercised unless at the time of
such exercise the Optionee is employed by or is in the service of the Company or
any subsidiary of the Company and shall have been so employed or have provided
such service continuously since the date such Option was granted. Absence on
leave or on account of illness or disability under rules established by the
Board of Directors of the Company will not, however, be deemed an interruption
of employment or service for this purpose. If the Optionee does not exercise an
Option in any one year with respect to the full number of shares to which the
Optionee is entitled in that year, the Optionee's rights will be cumulative and
the Optionee may purchase those shares in any subsequent year during the term of
the Option.
Termination of Employment or Service.
(a) General Rule. If the employment or service of the Optionee with the
Company or a subsidiary of it terminates for any reason other than because
of total disability or death, the Option must be exercised not more than
three months following termination of employment. However, the Option may be
exercised only if and to the extent the Optionee was entitled to exercise
the Option at the date of such termination.
(b) Termination Because of Total Disability. In the event of the
termination of employment or service of the Optionee because of total
disability (which is defined in the Plan), the Option must be exercised not
more than one year after termination of employment. However, the Option may
be exercised only if and to the extent the Optionee was entitled to exercise
the Option at the date of such termination.
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(c) Termination Because of Death. In the event of the death of the
Optionee while employed by or providing service to the Company or a
subsidiary of it, the Option may be exercised at any time prior to the
expiration date of the Option, but only if and to the extent the Optionee
was entitled to exercise the Option at the date of death and only by the
person or persons to whom the Optionee's rights under the Option pass by the
Optionee's will or by the laws of descent and distribution of the state or
country of domicile at the time of death.
(d) Failure to Exercise Option. To the extent that the Option of any
deceased Optionee, totally disabled Optionee, or terminated Optionee or of
any Optionee whose employment or service terminates is not exercised within
the applicable period, all further rights to purchase shares pursuant to the
Option will automatically terminate.
METHOD OF EXERCISE OF OPTION. Subject to the other terms and conditions of
the Plan, the Option may be exercised by written notice to the Company at its
principal office in Portland, Oregon. A notice form for this purpose may be
obtained from the Company. The notice must: (a) state the election to exercise
the Option; (b) specify the number of shares in respect of which it is being
exercised; (c) give the date on which the Optionee desires to complete the
transaction; and (d) if required in order to comply with the Securities Act of
1933, as amended, contain a representation that it is the Optionee's present
intention to acquire the shares for investment and not with a view to
distribution. The notice must be signed by the Optionee.
Unless the Board of Directors of the Company determines otherwise, on or
before the date specified for completion of the purchase of shares the Optionee
must have paid the Company the full purchase price for the shares in cash. No
shares will be issued until full payment for the shares has been made. With the
consent of the Board of Directors, an Optionee may request the Company to apply
automatically the shares to be received upon the exercise of a portion of the
Option (even though stock certificates have not yet been issued) to satisfy the
purchase price for additional portions of the Option.
The Optionee must immediately upon notification of the amount due, if any,
pay to the Company in cash amounts necessary to satisfy any applicable federal,
state and local tax withholding requirements. If additional withholding is or
becomes required beyond any amount deposited before delivery of the
certificates, the Optionee must pay such amount to the Company on demand. If the
Optionee fails to pay the amount demanded, the Company may withhold that amount
from other amounts payable by the Company to the Optionee, including salary,
subject to applicable law. With the consent of the Board of Directors, an
Optionee may satisfy this obligation, in whole or in part, by having the Company
withhold amounts due or by delivering to the Company shares that would satisfy
the withholding amount.
The certificate for the shares as to which the Option is exercised will be
registered in the name of the Optionee. If the Optionee has so requested in the
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notice exercising the Option, the certificate may be registered in the name of
the Optionee and another person jointly, with right of survivorship.
RESERVATION OF SHARES. The Company will, at all times during the term of
the Option, reserve and keep available such number of shares as will be
sufficient to satisfy the requirements of the Option, and will pay all original
issue and transfer taxes with respect to the issue and transfer of shares
pursuant to it, and all other fees and expenses necessarily incurred by the
Company in connection with it. The number of shares reserved for issuance under
the Plan will be reduced by the number of shares issued upon exercise of an
option.
NO REGISTRATION REQUIREMENTS. The Company will not be deemed by reason of
issuance of any shares under the Plan to have any obligation to register such
shares under the Securities Act of 1933, as amended, nor to maintain in effect
any registration of such shares. In addition, unless the shares have been so
registered, the Option granted under the Plan is on the condition that the
acquisition of shares under the Option will be for investment purposes only, and
the Optionee acquiring the shares must bear the economic risk of the investment
for an indefinite period of time, since the shares so acquired cannot be sold
unless they are subsequently registered or an exemption from such registration
is available. The Optionee agrees that a legend may be placed on the stock
certificates acknowledging the restrictions on subsequent sale or
distribution of the shares.
CHANGES IN CAPITAL STRUCTURE. If during the term of the Option the
outstanding common stock of the Company is increased or decreased or changed
into or exchanged for a different number or kind of shares or other securities
of the Company or of another corporation by reason of any reorganization,
merger, consolidation, plan of exchange, recapitalization, reclassification,
stock split-up, combination of shares or dividend payable in shares, appropriate
adjustment will be made by the Board of Directors of the Company in the number
and kind of shares available for awards under the Plan. In addition, except with
respect to transactions referred to in paragraph 9 below, the Board of Directors
will make appropriate adjustment in the number and kind of shares as to which
the Option, or portions of it then unexercised, will be exercisable, so that the
Optionee's proportionate interest before and after the occurrence of the event
is maintained. However, the Board of Directors will have no obligation to cause
any adjustment that would or might result in the issuance of fractional shares,
and any fractional shares resulting from any adjustment may be disregarded or
provided for in any manner determined by the Board of Directors. Any such
adjustments made by the Board of Directors will be conclusive.
If the shareholders of the Company receive capital stock from another
corporation ("Exchange Stock") in exchange for their shares of the Company in
any transaction involving a merger, consolidation or plan of exchange, the
Option will be converted into an option to purchase shares of Exchange Stock
(unless the Company and the corporation issuing the
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Exchange Stock, in their sole discretion, determine that any or all options
granted under the Plan are to be treated as set forth in the following
sentence) in the same proportion as used for determining the number of shares
of Exchange Stock the holders of the common stock receive in such merger,
consolidation or exchange.
In the event of dissolution of the Company or a merger, consolidation or
plan of exchange affecting the Company to which paragraph 9 below does not
apply, in lieu of providing for options pursuant to the above, the Board of
Directors may, in its sole discretion, provide a 30-day period prior to such
event during which the Optionee will have the right to exercise the Option in
whole or in part without any limitation on exercisability and upon the
expiration of which 30-day period the unexercised Option will immediately
terminate.
ACCELERATION IN CERTAIN EVENTS. Notwithstanding any other provisions above
or of the Plan, the Option will immediately become exercisable in full for the
remainder of its term at any time when any one of the following events has taken
place:
(a) The shareholders of the Company approve one of the following:
(i) Any consolidation, merger or plan of exchange involving the Company
("Merger") pursuant to which common stock would be converted into
cash; or
(ii) Any sale, lease, exchange or other transfer (in one transaction or
in a series of related transactions) of all or substantially all
the assets of the Company or the adoption of any plan or proposal
for the liquidation or dissolution of the Company; or
(b) A tender or exchange offer, other than one made by the Company, is
made for common stock (or securities convertible into common
stock) and such offer results in a portion of those securities
being purchased and the offeror after the consummation of the
offer is the beneficial owner (as determined pursuant to
Section 13(d) of the Securities Exchange Act of 1934
(the "Exchange Act")), directly or indirectly, of at least 20%
of the outstanding common stock of the Company; or
(c) The Company receives a report on Schedule 13D under the Exchange
Act reporting the beneficial ownership by any person of 20% or
more of the Company's outstanding common stock, except that
if such receipt occurs during a tender offer or exchange offer by
any person other than the Company or a wholly owned subsidiary
of the Company, acceleration of exercisability will not take
place until the conclusion of such offer; or
(d) During any period of 12 months or less, individuals who at the
beginning of such period constituted a majority of the Board
of Directors of the Company cease for any reason to constitute
a majority thereof unless the nomination or election of new
directors was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning
of such period.
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All Options that are accelerated pursuant to this paragraph 9 will terminate
upon the dissolution of the Company or upon the consummation of any Merger
pursuant to which common stock of the Company would be converted to cash. The
terms used in this paragraph 9 and not defined elsewhere in the Plan have the
same meanings as such terms have in the Exchange Act of 1934 and the rules and
regulations adopted under it.
APPROVALS. The obligations of the Company under the Plan are subject to the
approval of state and federal authorities or agencies having jurisdiction. The
Company will use its best efforts to take steps required by state or federal law
or applicable regulations, including rules and regulations of the Securities and
Exchange Commission and any stock exchange on which the Company's shares may
then be listed, in connection with the Option and other grants under the Plan.
However, the Company will not be obligated to issue or deliver common stock to
the Optionee if such issuance or delivery would violate applicable state or
federal securities laws.
RIGHTS AS A SHAREHOLDER. The Optionee will have no rights as a shareholder
with respect to any common stock until the date of issue to the recipient of a
stock certificate for such shares. No adjustment will be made for dividend or
other rights for which the record date occurs prior to the date such stock
certificate is issued.
NO RIGHT TO EMPLOYMENT OR SERVICE. Nothing in the Incentive Stock Option
Agreement or the Plan will: (a) confer upon the Optionee any right to be
employed or to continue in the employment of or service to the Company or any
subsidiary of it; (b) interfere in any way with the right of the Company to
terminate the Optionee's employment or service with the Company at any time for
any reason, with or without cause, or to decrease or otherwise modify the
Optionee's compensation or benefits; or (c) confer upon the Optionee any right
to continuation, extension, renewal or modification of any compensation,
contract or arrangement with or by the Company.
NOTICES. Any notices under the Incentive Stock Option Agreement must be in
writing and will be effective when personally delivered or, if mailed, two days
after deposit in the United States Mail by certified mail, return receipt
requested, postage prepaid. Mail is to be directed to the addresses stated on
the face page of the Incentive Stock Option Agreement or to such other address
as a party may provide by notice given in the same manner.
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