CAMBRIDGE HEART, INC. Stock Option Agreement For Non-Employee Directors and Consultants Granted Outside 2001 Stock Incentive Plan (Monthly Vesting)
EXHIBIT 99.2
CAMBRIDGE HEART, INC.
For Non-Employee Directors and Consultants
Granted Outside 2001 Stock Incentive Plan (Monthly Vesting)
| 1. | Grant of Option. |
This agreement evidences the grant by Cambridge Heart, Inc., a Delaware corporation (the “Company”), on March __, 2010 (the “Grant Date”) to , (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein, a total of shares (the “Shares”) of common stock, $.001 par value per share, of the Company (“Common Stock”) at $ per Share (the “Option”). Unless earlier terminated, this Option shall expire on March __, 2020 (the “Final Exercise Date”).
This Option is granted outside of the Company’s equity incentive plans as a stand-alone award. The Option shall nevertheless be subject to the terms of the Company’s 2001 Stock Incentive Plan (the “Plan”), as amended from time to time, as if it had been granted thereunder. A copy of the Plan is attached hereto and is incorporated herein in its entirety by reference.
It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.
| 2. | Vesting Schedule. |
(a) General. This Option will become exercisable (“vest”) as to one-ninth (1/9) of the original number of Shares on the one-month anniversary of the Grant Date and as to an additional one-ninth (1/9) of the original number of Shares on each successive one-month anniversary following the one-month anniversary of the Grant Date until the nine-month anniversary of the Grant Date.
(b) Acceleration Upon Change in Control. Notwithstanding the foregoing, this Option will immediately vest in full in the event a Change in Control (as defined in Section 7) of the Company occurs.
(c) Cumulative Right of Exercise. The right to exercise the Option shall be cumulative so that to the extent the Option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested until the earlier of the Final Exercise Date or the termination of this Option under the Plan.
| 3. | Exercise of Option. |
(a) Form of Exercise. Each election to exercise this Option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this Option may be for any fractional share.
(b) Continuous Relationship with the Company Not Required. This Option may be exercised by the Participant, regardless of whether the Participant, at the time he or she exercises this Option, is, or has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code, provided, however, that this Option shall be exercisable only to the extent that the Participant was entitled to exercise this Option on the date that the Participant ceases to be an employee, officer or director of, or consultant or advisor to, the Company or any parent or subsidiary of the Company.
| 4. | Withholding. |
No Shares will be issued pursuant to the exercise of this Option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this Option.
| 5. | Nontransferability of Option. |
This Option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this Option shall be exercisable only by the Participant.
| 6. | Provisions of the Plan. |
This Option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Option.
| 7. | Change in Control. |
As used in Section 2 above, the term “Change in Control” means an event or occurrence set forth in any one or more of subsections (a) through (c) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):
(a) The acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (i) the then-outstanding shares of Common Stock (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company or (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or
- 2 -
(b) Such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (i) who was a member of the Board on the date of the execution of this Agreement or (ii) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; or
(c) The consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of Common Stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively.
[Remainder of page intentionally left blank.]
- 3 -
IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duly authorized officer. This Option shall take effect as a sealed instrument.
| CAMBRIDGE HEART, INC. | ||||||||
| Dated: March __, 2010 | By: | |||||||
| Name: | ||||||||
| Title: | ||||||||
- 4 -
PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2001 Stock Incentive Plan.
| PARTICIPANT: | ||
| Address: | ||
- 5 -
NOTICE OF STOCK OPTION EXERCISE
Date:
Cambridge Heart, Inc.
000 Xxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Treasurer
Dear Sir or Madam:
I am the holder of a Nonstatutory Stock Option granted to me outside of the Company’s equity incentive plans but nevertheless subject to the terms of the Cambridge Heart, Inc. (the “Company”) 2001 Stock Incentive Plan on March 2010 for the purchase of shares of Common Stock of the Company at a purchase price of $ per share.
I hereby exercise my Option to purchase shares of Common Stock (the “Shares”), for which I have enclosed in the amount of . Please register my stock certificate as follows:
| Name(s): |
||||
| Address: |
||||
| Tax I.D. #: |
||||
| Very truly yours, |
| (Signature) |
- 6 -
