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EXHIBIT 10.11
DIRECTOR'S STOCK OPTION AGREEMENT
This Directors Stock Option Agreement (the "Agreement") is made and entered into
as of the 30th day of May, 1997, between Opticon Medical Inc. (the "Company")
and ___________ ("Director").
WITNESSETH:
Whereas, Director has agreed to serve as a member of the Board of Directors of
the Company; and
Whereas, the Company desires to offer certain compensation to Director for
performance of duties; and
Whereas, the Company desires to encourage Director to remain as a director of
the Company and Director to have a personal interest in the continued success
and progress of the Company;
Whereas, the Company and Director entered into an original Director's Stock
Option Agreement dated as of July 26, 1996, which is superseded and replaced in
its entirety by this Agreement, provided, however that the date of the grant of
the options hereunder shall remain July 26, 1996;
Whereas, the Agreement is being executed to reflect the effect of the 5:1 stock
split of the Company's common stock, effective as of September 9, 1996, on the
number of option shares and price therefor granted to Director.
NOW, THEREFORE, in consideration of the foregoing and the covenants contained
herein, the Company and Director agree as follows:
1. GRANT OF OPTION.
Subject to the terms and conditions set forth in this Agreement, the Company
hereby grants to Director the right and option to purchase up to forty thousand
(40,000) shares of the Company's common stock (the "Stock") at a price of $1.00
per share, subject to the adjustments as provided in Section 3 hereof (the
"Option"). It is understood and agreed that the option price is the per share
fair market value of such shares on the date of this Agreement. This Option is
not intended to be an incentive stock option within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
2. EXERCISE OF OPTION.
(a) Vesting and exercisability. Except as provided in Section 2(b),
Director may exercise only that portion of the Option that has vested in
accordance with the schedule hereafter set forth. Vesting of the Option shall
occur as follows:
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(i) The Option for 20,000 shares shall vest on the date of the
1997 annual meeting of the Company's shareholders,
(ii) The Option for 10,000 shares shall vest on the date of
the 1998 annual meeting of the Company's shareholders, and
(iii) The Option for 10,000 shares shall vest on the date of
the 1999 annual meeting of the Company's shareholders;
provided however, that no Option shall vest unless the Director is, on the date
the Option is scheduled to vest, a member of the board of directors of the
Company and had attended at least one-half of the meetings of the board of
directors and any committee of such board of which the Director is a member for
the relevant period.
For purposes of the aforesaid vesting schedule, "relevant period" shall mean the
following:
(x) in the case of (i) above, the period from July 26, 1996 to
the 1997 annual meeting;
(y) in the case of (ii) above, the period from the 1997 annual
meeting to the 1998 annual meeting; and
(z) in the case of (iii) above, the period from the 1998
annual meeting to the 1999 annual meeting.
(b) Acceleration of Exercisability. Notwithstanding the provisions of
Section 2(a) above, the Option shall vest completely and may be exercised in
full upon a change of control of the Company that would result in an
acceleration of stock options in accordance with the Company's Director Stock
Option Plan.
(c) Method of Exercise. Any portion of the Option which has vested and
is exercisable may be exercised, in whole or in part, by delivery by Director to
the Company of written notice of such exercise, accompanied by full payment of
(i) the purchase price with respect to that portion of the Option being exercise
and (ii) any amounts required to be withheld pursuant to applicable income tax
laws in connection with such exercise. Until the Company notifies Director to
the contrary, the form attached to this Agreement as EXHIBIT A shall be used to
exercise the Option. Upon the exercise of the Option, the Company shall deliver
to Director a certificate or certificates representing the number of shares of
Stock being purchased by Director, free and clear of encumbrances. The aggregate
purchase price for the shares of Stock to be issued upon exercise of an Option
shall be paid (i) in cash, (ii) by certified check, or (iii) by such other
lawful consideration as the Administrators of the Plan may approve.
(d) Restriction Upon Shares of Stock Issued Upon Exercise. At the time
of the issuance of any shares of Stock upon exercise of an Option, Director
will, upon the request of the Company, agree in writing that he is acquiring
such shares for investment only and not with a
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view to resale, and that he will not sell, pledge or otherwise dispose of such
shares for investment only and not with a view to resale, and that he will not
sell, pledge or otherwise dispose of such shares so issued unless an until (i)
the Company is furnished with an opinion of counsel to the effect that
registration of such shares pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), is not required by the Securities Act and the rules and
regulations thereunder and any applicable state securities laws; or (ii) such
registration or notification as is, in the opinion of counsel for the Company,
required for the lawful disposition of such shares has been filed by the Company
and has become effective; provided, however, that the Company is not obligated
to file any such registration or notification. Director further agrees that the
Company may place a legend embodying such restriction on the certificate(s)
evidencing such shares.
(e) Expiration of Option. To the extent that the Option has not been
exercised, this Agreement shall terminate and be of no further force and effect,
and the Option shall expire, on the earlier of (i) three months after the
Director's termination as a member of the board of directors of the Company for
any reason or (ii) the tenth anniversary of the date of grant of the Option.
3. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
The type and number of shares of Stock subject to the Option and the purchase
price per share shall be adjusted as the Administrator reasonably deems
appropriate to preserve the value of the Option in the event of a stock
dividend, stock split or reverse stock split, recapitalization, merger,
consolidation, reorganization, cash or property dividend (including without
limitation a dividend payable in shares of stock of any subsidiary of the
Company), exchange of shares, repurchase of shares or any other change in
corporate structure of or by the Company that in any such event materially
affects the outstanding shares of Stock.
4. NO RIGHTS AS STOCKHOLDER.
Director shall have no rights as a stockholder with respect to any shares of
Stock subject to the Option until and unless a certificate or certificates
representing such shares are issued to Director pursuant to Section 2(c) of this
Agreement. Except as provided in Section 3, no adjustment shall be made for
dividends or other rights for which the record date is prior to the issuance of
such certificate or certificates.
5. BOARD MEMBERSHIP.
Neither the granting of the Option evidenced by this Agreement nor any term or
provision of this Agreement shall constitute or be evidence of any
understanding, express or implied, on the part of the Company for the Director
to remain as a director of the Company for any period of time.
6. NONTRANSFERABILITY.
Director's rights under this Agreement are not transferable by Director other
than by will or in accordance with the laws of descent and distribution, and are
exercisable, during Director's
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lifetime, only by Director or, during his disability, by his legal
representative, and, after Director's death, by his estate, heirs or devisees
and their successors and assigns.
7. MISCELLANEOUS.
(a) Headings. The headings in this Agreement are inserted for
convenience only and shall have no significance in the interpretation of this
Agreement.
(b) Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the transactions contemplated under this
Agreement and this Agreement supersedes all prior arrangement or understandings
with respect to the Option, written or oral. No agreements or representations,
oral or otherwise, expressed or implied, with respect to the subject matter of
this Agreement have been made by either party which are not set forth expressly
in this Agreement.
(c) Successors. The terms and conditions of this Agreement shall be
binding and inure to the benefits of the parties to this Agreement and their
respective heirs, personal representative and successors.
(d) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Iowa applicable to agreements made and
entirely to be performed within such jurisdiction except to the extent federal
law may be applicable.
(e) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties to this Agreement has executed this
Agreement as of the day and year first written above.
OPTICON MEDICAL INC. ("Company")
By
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Administrator, Director Stock Option Plan
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"Director")
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EXHIBIT A
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OPTION EXERCISE
(To be signed only upon exercise of option)
The undersigned, the holder of the foregoing stock option, hereby
irrevocably elects to exercise the purchase right represented by such option
for, and to purchase thereunder, _______________________ of the shares of Common
Stock of Opticon Medical Inc., to which such warrant relates and herewith makes
payment of $____________ therefor in cash or by check and requests that the
certificates for such shares be issued in the name of, and be delivered to
___________________________ whose address is set forth below the signature of
the undersigned.
Dated: ___________________
_______________________________
[Signature]
_______________________________
_______________________________
[Address]
