EXHIBIT 10.3
OPTION NO. <>
VASCULAR SOLUTIONS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Option Agreement, made <> between Vascular
Solutions, Inc., a Minnesota corporatioN (the "Company") and <>
("Optionee").
The Company has adopted the Vascular Solutions, Inc. Stock Option and
Stock Award Plan (the "Plan") which permits issuance of stock options for the
purchase of shares of Common Stock, $.01 par value, of the Company, and the
Company has taken all necessary actions to grant the following option pursuant
and subject to the terms of the Plan, as follows:
1. The Company grants as of the date of this Agreement, as a matter of
separate agreement and not in lieu of salary or other compensation for services
rendered, the right and option (hereinafter called the "Option") to purchase all
or any part of an aggregate of <> shares of Common Stock, $.01
paR value, at the option price of <> per share on the terms and
conditions herein set forth and subjecT to all provisions of the Plan. It is
understood and agreed that the option price is not less than the per share fair
market value of such shares on the date this Option was granted. The Company
intends that this Option shall not qualify as an incentive stock option governed
by the provisions of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"). A copy of the Plan will be furnished upon request of the
Optionee.
2. This Option shall in all events terminate at the close of business
<> (the "Termination Date"), or such shorter period
as is prescribed herein, and, further, may be exercised during the option period
only as follows:
On or after <>..................................100%
The Optionee shall not have any of the rights of a shareholder with
respect to the Common Stock subject to this Option until such shares shall be
issued to the Optionee upon the due exercise of this Option.
3. This Option shall terminate and may no longer be exercised if
the Optionee ceases to serve on the Company's Board of Directors for any reason,
except that:
(a) In the event that the Optionee shall cease to serve as a
director thereunder to the Company or its subsidiaries, if
any, for any reason other than the Optionee's gross and
willful misconduct or death or disability, the Optionee shall
have the right to
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exercise this Option at any time within three months after
such termination of services to the extent of the full number
of shares the Optionee was entitled to purchase under this
Option on the date of termination;
(b) In the event that the Optionee shall cease to serve as a
director to the Company or its subsidiaries, if any, by reason
of the Optionee's gross and willful misconduct during the
course of services, including but not limited to wrongful
appropriation of funds of the Company or the commission of a
gross misdemeanor or felony, this Option shall be terminated
as of the date of the misconduct; and
(c) In the event that the Optionee shall die while serving as
a director to the Company or any subsidiary or within three
(3) months after termination of services for any reason other
than gross and willful misconduct, or become disabled (within
the meaning of Section 22(e)(3) of the Code) while serving as
a director to the Company or a subsidiary, if any, and the
Optionee shall not have fully exercised this Option, this
Option may be exercised at any time within twelve months after
the Optionee's death or such disability by the personal
representatives, administrators, or, if applicable, guardian
of the Optionee or by any person or persons to whom this
Option is transferred by will or the applicable laws of
descent and distribution to the extent of the full number of
shares the Optionee was entitled to purchase under this Option
on the date of death, disability or termination of services,
if earlier; provided, however, that this Option may not be
exercised to any extent by anyone after the Termination Date.
4. The exercise of this Option is contingent upon receipt from the
Optionee (or other person exercising this Option pursuant to subsection (c) of
Section 3 above) of a representation that, at the time of such exercise, it is
the Optionee's then intention to acquire the shares being purchased for
investment and not with a view to distribution thereof; provided however, that
the receipt of this representation shall not be required upon exercise of this
Option in the event that, at the time of such exercise, the shares subject to
this Option shall have been and shall continue to be registered under the
Securities Act of 1933, as amended. The certificates for shares so issued for
investment may be restricted by the Company as to transfer unless such shares
are first registered under the Securities Act of 1933 or the Company receives
advice of counsel satisfactory to it that registration under such Act is not
required.
This Option shall not be exercisable until and unless: (i) the Shares
underlying this Option have been registered under the Securities Act of 1933 and
applicable state securities laws, or (ii) upon determination of the Board of
Directors of the Company that the shares can be issued to the Optionee upon
exercise in compliance with an available exemption from registration under
applicable federal and state securities laws.
5. Subject to the foregoing, this Option may be exercised in whole or
in part from time to time by serving written notice of exercise on the Company
at its principal office, accompanied by
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payment of the purchase price. Payment of the purchase price shall be made by
certified or bank cashier's check payable to the Company, or by tender of shares
of the Company's Common Stock, previously owned by the Optionee for at least six
months, having a fair market value on the date of exercise equal to the exercise
price of this Option, or a combination of cash and shares equal to such exercise
price.
6. This Agreement shall not confer on the Optionee any right with
respect to continuance of any relationship with the Company or any subsidiary of
the Company, nor will it interfere in any way with the right of the Company to
terminate such services or relationship at any time. Neither the Optionee nor
the Optionee's legal representative, legatees or distributees, as the case may
be, will be or will be deemed to be the holder of any shares subject to this
Option unless and until this Option has been exercised and the purchase price of
the shares purchased has been paid.
7. This Option may not be transferred, except by will or the laws of
descent and distribution to the extent provided in subsection (c) of Section 3.
8. If there shall be any change in the stock subject to this Option
through merger, consolidation, reorganization, recapitalization, stock dividend,
stock split or other change in the corporate structure of the Company,
appropriate adjustments shall be made by the Company in the number of shares and
the price per share of the shares subject to this Option in order to prevent
dilution or enlargement of option rights granted hereunder.
9. The Company shall at all times during the term of this Option
reserve and keep available such number of shares in the Company as will be
sufficient to satisfy the requirements of this Agreement.
10. This Agreement and the Plan contain all of the terms governing this
grant, and the Plan and this Agreement are intended to be complete, final and
conclusive.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date and year first above written.
VASCULAR SOLUTIONS, INC.
By:
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Xxxxxx X. Xxxx, CEO
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<>, Optionee
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