Exhibit 10
COMPUMED, INC.
STOCK OPTION AGREEMENT
----------------------
(Non-Qualified)
This Stock Option Agreement is made this ______ day of
_____________, between CompuMed, Inc. (the "Company"), and
_______________ (the "Option Holder").
R E C I T A L S
A. The Board of Directors has determined that it is to the
advantage and best interest of the Company and its shareholders
to grant an option to the Option Holder covering shares of the
Company's Common Stock as an inducement to remain in the service
of the Company and as an incentive for increased effort during
such service, and has approved the execution of this Stock Option
Agreement between the Company and the Option Holder.
B. The option granted hereby is to _______________________
___________________________ and is not intended to qualify as an
"incentive stock option", in regard to Employees, under Section
422A of the Internal Revenue Code of 1954, as amended.
NOW THEREFORE, the parties hereto agree as follows:
1. The Company grants to the Option Holder the right and
option to purchase on the terms and conditions hereinafter set
forth, all or any part of an aggregate of _____ shares of the
Common Stock of the Company at the purchase price of $_____ per
share, and exercisable from time to time in accordance with the
provisions of this Agreement during a period expiring on the
fifth anniversary of the Effective Date of this Agreement (the
"Expiration Date").
2. The Option Holder may not purchase any shares by
exercise of this Option between the Effective Date and the first
anniversary date thereof. Thereafter, shares may be purchased by
exercise of this Option on or after the respective anniversary of
the Effective Date in the amounts indicated as follows:
Cumulative
Percentage Percentage
Anniversary Date Exercisable Exercisable
---------------- ----------- -----------
[ ] [ ] [ ]
Thereafter, any time, but no later than the fifth
anniversary date, the Option Holder may purchase all or any part
of the shares subject to this Option which the Option Holder
theretofore has not exercised. In each case the number of shares
which may be purchased shall be calculated to the nearest full
share and shall not be for fewer than 100 shares. The foregoing
limitations shall similarly apply to the transferees of the
Option Holder by will or by the laws of descent or distribution,
so that said transferees shall be entitled (provided they act
within twelve (12) months after the death of the Option Holder
but in no event later than the Expiration Date) to purchase by
exercise of this Option all or any portion of the shares subject
to this Option which the Option Holder could have purchased by
the exercise of the option at the time of the Option Holder's
death but with respect to which this Option was not previously
exercised, and no more. This Option may be exercised during the
lifetime of the Option Holder only by the Option Holder, or
within twelve (12) months after his death by his transferees by
will or the laws of the descent or distribution, and not
otherwise, regardless of any community property interest therein
of the spouse of the Option Holder, or such spouse's successors
in interest. If the spouse of the Option Holder shall have
acquired a community property interest in this Option, the Option
Holder, or Option Holder's permitted successors in interest, may
exercise the option on behalf of the spouse of the Option Holder
or such spouse's successors in interest.
3. Each exercise of this Option shall be by means of a
written notice of exercise delivered to the Secretary of the
Company, specifying the number of shares to be purchased and
accompanied by payment to the Company of the full purchase price
of the shares to be purchased. The purchase price of the shares
upon exercise of an option shall be paid (i) in cash or by
certified or cashier's check payable to the order of the Company,
(ii) by delivery of shares of Common Stock of the Company already
owned by and in the possession of the option holder, or (iii) by
a promissory note made by option holder in favor of the Company,
upon the terms and conditions determined by the Board of
Directors and secured by the shares issuable upon exercise
complying with applicable law (including, without limitation,
state, corporate and federal margin requirements), or any
combination thereof. Shares of Common Stock used to satisfy the
exercise price of this Option shall be valued at their fair
market value determined as of the close of the business day
immediately preceding the date of exercise.
4. The fair market value of a share of Common Stock shall
be determined for purposes of this Agreement by reference to the
most recent sale price of the company's Common Stock and such
other factors as the Board of Directors may deem appropriate to
reflect the then fair market thereof, unless such shares are
publicly traded on a stock exchange or otherwise, in which case
such value shall be determined by reference to the closing price
of such share on the principal stock exchange on which such
shares are traded, or, if such shares are not then traded on a
principal stock exchange, the mean between the bid and asked
price of a share as supplied by the National Association of
Securities Dealers through NASDAQ (or its successor in function),
in each case as reported by The Wall Street Journal, for the
business day immediately preceding the date on which the option
is exercised.
5. The Option granted hereby and all rights hereunder, to
the extent such rights shall not have been exercised, shall
terminate and become null and void if the Option Holder ceases
for any reason whatsoever to be a Director of the Company or of a
subsidiary corporation excepting only that (i) the Option Holder
may at any time within a period of three (3) months after the
date he so ceases to be a Director of any such corporation, and
not thereafter, exercise the option granted hereby to the extent
such option was exercisable by him on the date of such cessation
as a Director, and (ii) in the event of the death or permanent
disability of the Option Holder while a Director of the Company
or of such subsidiary, the option granted hereby may be exercised
within twelve (12) months after the date of such death or
permanent disability to the extent that the Option Holder was
entitled to exercise such option on the date of such death or
permanent disability. During the period after death, the Option
may, to the extent that it remained unexercised be exercised by
the person or persons to whom the Option Holder's rights under
the option granted hereby shall pass by any reason of the death
of the Option Holder, whether by will or by the applicable laws
of descent and distribution; provided, however, that in no event
may the option granted hereby be exercised to any extent by
anyone after the expiration date specified in paragraph 1 above.
6. No shares issuable upon the exercise of this Option
shall be issued and delivered unless and until there shall have
been full compliance with all applicable registration
requirements of the Securities Act of 1933, all applicable
listing requirements of any national securities exchange on which
shares of the same class are then listed and any other
requirements of law or of any regulatory bodies having
jurisdiction over such issuance and delivery.
Without limiting the foregoing, the undersigned hereby
agrees that unless and until the shares of stock covered by this
Option have been registered with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, he will
purchase all shares of stock to be issued upon exercise of this
Option for investment and not for resale or for distribution and
that upon each exercise of any portion of this Option the person
entitled to exercise the same shall, upon the request of the
Company, furnish evidence satisfactory to the Company (including
a written and signed representation) to that effect in form and
substance satisfactory to the Company, including an
indemnification of the Company in the event of any violation of
the Securities Act of 1933 by such person. Furthermore, the
Company may, if it deems appropriate, affix a legend to
certificates representing shares of stock upon exercise of
options indicating that such shares have not been registered with
the Securities and Exchange Commission and may so notify its
Transfer Agent, and may take such other action as it deems
necessary or advisable to comply with any other regulatory or
governmental requirements.
7. If Option Holder or Option Holder's permitted successors
in interest disposes of shares of Common Stock acquired pursuant
to the exercise of this Option, the Company shall have the right
to require Option Holder or Option Holder's permitted successor
in interest to pay the Company the amount of any taxes, which the
Company may be required to withhold with respect to such shares.
8. This Option and the rights and privileges granted hereby
shall not be transferred, assigned, pledged or hypothecated in
any way, whether by operation of the law or otherwise, except by
will or the laws of descent and distribution. Upon any attempt
so to transfer, assign, pledge, hypothecate or otherwise dispose
of this option or any right or privileges granted hereby contrary
to the provisions hereof, this Option and all rights and
privileges contained herein shall immediately become null and
void and of no further force or effect.
9. If the outstanding shares of the Common Stock of the
Company are increased, decreased, changed into, or exchanged for
a different number or kind of shares or securities of the Company
through reorganization, recapitalization,reclassification, stock
dividend, stock split or reverse stock split, an appropriate and
proportionate adjustment (to be conclusively determined by the
Board of Directors of the Company) shall be made in the number
and kind of securities receivable upon the exercise of this
Option, without change in the total price applicable to the
unexercised portion of this Option but with a corresponding
adjustment in the price for each unit of any security covered by
this Option.
Upon the dissolution or liquidation of the Company, or upon
a reorganization, merger or consolidation of the Company with one
or more corporations as a result of which the Company is not the
surviving corporation, or upon the sale of substantially all the
property or more than 80% of the then outstanding stock of the
Company to another corporation, the Option Holder shall
immediately, notwithstanding the limitations set forth in
Paragraph 2 above, have the right to exercise all or any part of
the shares subject to this Option. Unless the Option Holder
exercises this Option within thirty (30) days after notice of
such proposed dissolution, liquidation, reorganization merger,
consolidation or sale of substantially all the property or more
than 80% of the then outstanding stock of the Company to another
corporation, this Option shall terminate.
10. Neither the Option Holder nor any other person legally
entitled to exercise this option shall be entitled to any of the
rights or privileges of a shareholder of the Company in respect
of any shares issuable upon any exercise of this Option unless
and until a certificate or certificates representing such shares
shall have been actually issued and delivered to him.
11. This Option has been executed and delivered the day and
year first above written at Manhattan Beach, California, and the
interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the state of California.
COMPUMED, INC.
By __________________________________
_________________ - President
_________________________________
Option Holder - _________________
