EXHIBIT 10.10
GRANT NO.______
IMPAC MEDICAL SYSTEMS, INC.
2002 STOCK PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
IMPAC Medical Systems, Inc. (the "Company"), hereby grants an Option to
purchase shares of its common stock (the "Shares") to the Optionee named below.
The terms and conditions of the Option are set forth in this cover sheet, in the
attachment and in the Company's 2002 Stock Plan (the "Plan").
Date of Option Grant: __________________, 200__
Name of Optionee: _________________________________________________
Number of Shares Covered by Option: ______________
Exercise Price per Share: $_____.___
Total Exercise Price: $_____.__
Vesting Start Date: _____________, 200__
Vesting Schedule:
Subject to all the terms of the attached Agreement, your right to
purchase Shares under this Option vests as to one-fourth (1/4) of the total
number of Shares covered by this Option, as shown above, on the one-year
anniversary of the Vesting Start Date. Thereafter, the number of Shares which
you may purchase under this Option shall vest at the rate of one-forty-eighth
(1/48) per month on the 1st day of each of the thirty-six (36) months following
the month of the one-year anniversary of the Vesting Start Date. The resulting
aggregate number of vested Shares will be rounded to the nearest whole number.
No additional Shares will vest after your Service has terminated for any reason.
By signing this cover sheet, you agree to all of the terms and
conditions described in the attached Agreement and in the Plan, a copy of which
is also enclosed.
Optionee _____________________________________________________
(Signature)
Company: _____________________________________________________
(Signature)
Title: _____________________________________________
Attachment
----------
IMPAC MEDICAL SYSTEMS, INC.
2002 STOCK PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
The Plan and The text of the Plan is incorporated in this
Other Agreements Agreement by reference. Certain capitalized terms
used in this Agreement are defined in the Plan.
This Agreement and the Plan constitute the entire
understanding between you and the Company
regarding this Option. Any prior agreements,
commitments or negotiations concerning this Option
are superseded.
Nonstatutory Stock Option This Option is not intended to be an Incentive
Stock Option under section 422 of the Internal
Revenue Code and will be interpreted accordingly.
Vesting This Option is only exercisable before it expires
and then only with respect to the vested portion
of the Option. This Option will vest according to
the Vesting Schedule on the attached cover sheet.
Term Your Option will expire in any event at the close
of business at Company headquarters on the day
before the 10th anniversary of the Date of Option
Grant, as shown on the cover sheet. Your Option
will expire earlier if your Service terminates, as
described below.
Regular Termination If your Service terminates for any reason, other
than death, Disability or Cause, as defined below,
then your Option will expire at the close of
business at Company headquarters on the 90th day
after your termination date.
Termination for If your Service is terminated for Cause, as
Cause determined by the Board in its sole discretion,
then you shall immediately forfeit all rights to
your Option and the Option shall immediately
expire. For purposes of this Agreement, "Cause"
shall mean the termination of your Service due to
your commission of any act of fraud, embezzlement
or dishonesty; any unauthorized use or disclosure
of confidential information or trade secrets of
the Company (or any Parent, Subsidiary or
Affiliate); or any other intentional misconduct
adversely affecting the business or affairs of the
Company (or any Parent, Subsidiary or Affiliate)
in a material manner. This definition shall not
restrict in any way the Company's or any Parent's,
Subsidiary's or Affiliate's
2
right to discharge you for any other reason, nor
shall this definition be deemed to be inclusive of
all the acts or omissions which constitute "cause"
for purposes other than this Agreement.
Death If your Service terminates because of your death,
then your Option will expire at the close of
business at Company headquarters on the date
twelve (12) months after the date of death. During
that twelve (12) month period, your estate or
heirs may exercise the vested portion of your
Option.
Disability If your Service terminates because of your
Disability, then your Option will expire at the
close of business at Company headquarters on the
date twelve (12) months after your termination
date.
Leaves of Absence For purposes of this Option, your Service does not
terminate when you go on a bona fide leave of
absence that was approved by the Company in
writing, if the terms of the leave provide for
continued Service crediting, or when continued
Service crediting is required by applicable law.
Your Service terminates in any event when the
approved leave ends unless you immediately return
to active work.
The Company determines which leaves count for this
purpose, and when your Service terminates for all
purposes under the Plan.
Notice of Exercise When you wish to exercise this Option, you must
notify the Company by filing the proper "Notice of
Exercise" form at the address given on the form.
Your notice must specify how many Shares you wish
to purchase. Your notice must also specify how
your Shares should be registered (in your name
only or in your and your spouse's names as
community property or as joint tenants with right
of survivorship). The notice will be effective
when it is received by the Company.
If someone else wants to exercise this Option
after your death, that person must prove to the
Company's satisfaction that he or she is entitled
to do so.
Form of Payment When you submit your notice of exercise, you must
include payment of the Exercise Price for the
Shares you are purchasing. Payment may be made in
one (or a combination) of the following forms:
. Cash, your personal check, a cashier's check, a
money
3
order or an electronic funds transfer.
. Shares which have already been owned by
you for more than six months and which are
surrendered to the Company. The value of
the Shares, determined as of the effective
date of the Option exercise, will be
applied to the Exercise Price.
. To the extent a public market for the
Shares exists as determined by the
Company, by delivery (on a form prescribed
by the Company) of an irrevocable
direction to a securities broker to sell
Shares and to deliver all or part of the
sale proceeds to the Company in payment of
the aggregate exercise price.
Withholding Taxes You will not be allowed to exercise this
Option unless you make acceptable
arrangements to pay any withholding or other
taxes that may be due as a result of the
Option exercise or sale of Shares acquired
under this Option.
Restrictions on Exercise and By signing this Agreement, you agree not to
Resale exercise this Option or sell any Shares
acquired under this Option at a time when
applicable laws, regulations or Company or
underwriter trading policies prohibit
exercise, sale or issuance of Shares. The
Company will not permit you to exercise this
Option if the issuance of Shares at that time
would violate any law or regulation. The
Company shall have the right to designate one
or more periods of time, each of which shall
not exceed one hundred eighty (180) days in
length, during which this Option shall not be
exercisable if the Company determines (in its
sole discretion) that such limitation on
exercise could in any way facilitate a
lessening of any restriction on transfer
pursuant to the Securities Act or any state
securities laws with respect to any issuance
of securities by the Company, facilitate the
registration or qualification of any
securities by the Company under the
Securities Act or any state securities laws,
or facilitate the perfection of any exemption
from the registration or qualification
requirements of the Securities Act or any
applicable state securities laws for the
issuance or transfer of any securities. Such
limitation on exercise shall not alter the
vesting schedule set forth in this Agreement
other than to limit the periods during which
this Option shall be exercisable.
If the sale of Shares under the Plan is not
registered under the Securities Act, but an
exemption is available which requires an
investment or other representation, you shall
represent and agree at the time of exercise
that the Shares being acquired upon exercise
of this Option are being acquired for
investment,
4
and not with a view to the sale or
distribution thereof, and shall make such
other representations as are deemed necessary
or appropriate by the Company and its
counsel.
Transfer of Option Prior to your death, only you may exercise
this Option. You cannot transfer or assign
this Option. For instance, you may not sell
this Option or use it as security for a loan.
If you attempt to do any of these things,
this Option will immediately become invalid.
You may, however, dispose of this Option in
your will. Regardless of any marital property
settlement agreement, the Company is not
obligated to honor a notice of exercise from
your spouse, nor is the Company obligated to
recognize your spouse's interest in your
Option in any other way.
Retention Rights Your Option or this Agreement does not give
you the right to be retained by the Company
(or any Parent or any Subsidiaries or
Affiliates) in any capacity. The Company (or
any Parent and any Subsidiaries or
Affiliates) reserves the right to terminate
your Service at any time and for any reason.
Stockholder Rights You, or your estate or heirs, have no rights
as a stockholder of the Company until a
certificate for your Option's Shares has been
issued. No adjustments are made for dividends
or other rights if the applicable record date
occurs before your stock certificate is
issued, except as described in the Plan.
Adjustments In the event of a stock split, a stock
dividend or a similar change in the Company
stock, the number of Shares covered by this
Option and the exercise price per Share may
be adjusted (and rounded down to the nearest
whole number) pursuant to the Plan. Your
Option shall be subject to the terms of the
agreement of merger, liquidation or
reorganization in the event the Company is
subject to such corporate activity.
Legends All certificates representing the Shares
issued upon exercise of this Option shall,
where applicable, have endorsed thereon the
following legends (or such other legend(s) as
may be necessary to comply with applicable
state or federal securities laws):
"THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND OPTIONS TO
PURCHASE SUCH SHARES SET FORTH IN AN
AGREEMENT BETWEEN THE COMPANY AND THE
REGISTERED HOLDER, OR HIS OR HER
PREDECESSOR IN INTEREST. A COPY OF SUCH
AGREEMENT IS ON FILE AT THE PRINCIPAL
5
OFFICE OF THE COMPANY AND WILL BE
FURNISHED UPON WRITTEN REQUEST TO THE
SECRETARY OF THE COMPANY BY THE HOLDER OF
RECORD OF THE SHARES REPRESENTED BY THIS
CERTIFICATE."
"THE SHARES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT
AN EFFECTIVE REGISTRATION THEREOF UNDER
SUCH ACT OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS
COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED."
Applicable Law This Agreement will be interpreted and
enforced under the laws of the State of
California.
By signing the cover sheet of this Agreement, you agree to all of the
terms and conditions described above and in the Plan.
6
