EXHIBIT 10.8
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FORM OF OPTION AGREEMENT
This is to certify that you have been granted an option to purchase shares of
CAS Medical Systems, Inc. common stock under the CAS Medical Systems, Inc. 2003
Equity Incentive Plan (the "2003 Plan"). The number of shares for which the
option has been granted, the option price, the date of grant, the vesting
(exercise) terms and the expiration of the grant are specified on the next page
of this Agreement.
Once a portion of the option has become vested (exercisable), that portion of
the option may be exercised any time prior to the end of the term of the option,
except that if you terminate employment with the company, as set forth in the
2003 Plan, prior to the end of the option term for reasons other than death or
disability, you are entitled to exercise any portion of the option that is then
vested for up to three months following your termination but no later than the
last day of the original option term. If it is not exercised by this deadline,
any outstanding vested options will be forfeited. Any portion of the option that
is unvested at the time of your termination for reasons other than death or
disability shall automatically be forfeited upon your termination. If you die or
become disabled while employed, all unvested option shares become vested on the
date of the event and you (your estate or heirs, in the case of death) will be
entitled to exercise your option for the entire original option term; provided
that if this option is an incentive stock option (ISO) you (your estate or
heirs, in the case of death) will be entitled to exercise your option for a
period of one year following the event or until the option term expires,
whichever comes first.
This option is granted in recognition of your efforts and contributions to the
company. It is granted solely on a discretionary basis and is not intended to
create a right or entitlement in the optionee that any actual or unrealized gain
related to the option will be considered regular compensation (including salary,
bonus, merit pay) for severance pay purposes whether under statutory or common
law. In addition, no optionee is entitled to have any vested right to continue
to receive future grants of options, nor shall any options granted to an
optionee become a benefit or entitlement of employment. If you engage in "Gross
Misconduct", as defined in the 2003 Plan, all of your outstanding options as of
your date of termination (whether vested or unvested) shall be forfeited
immediately. The plan and programs under which this option is granted are
subject to future amendment, modification or termination at any time.
THIS OPTION IS SUBJECT IN ALL RESPECTS TO THE DETAILED TERMS AND CONDITIONS OF
THE 2003 PLAN. A COPY OF THE 2003 PLAN HAS BEEN PROVIDED TO YOU OR IS AVAILABLE
FROM THE CHIEF FINANCIAL OFFICER.
Retention of this Award Agreement will be deemed to be acceptance of the option
award evidenced by this Award Agreement. There is no need to return or
countersign this Award Agreement.
Optionee Name: _______________________________
Option Share Amount: _______________________________
Option Price: _______________________________
Date of Grant: _______________________________
Expiration Date: _______________________________
Tax Status (check one): Incentive Stock Option (ISO) ______
Non-Qualified Stock Option (NQSO) _______
Vesting Schedule Date Vested: _______ Number of Shares Vested:_______
Date Vested: _______ Number of Shares Vested:_______
Date Vested: _______ Number of Shares Vested:_______
This Award Agreement has been executed on behalf of CAS Medical Systems, Inc. by
the undersigned duly authorized officer.
CAS MEDICAL SYSTEMS, INC.
By: _______________________
Name:
Title:
