Exhibit 4.3
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MATRITECH, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
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Matritech, Inc., a Delaware corporation (the "Company"), hereby grants as of
the _______ to __________(the "Optionee"), an option to purchase a maximum of
_______ shares of its Common Stock, $.01 par value, at the price of $________
PER SHARE, on the following terms and conditions:
1. GRANT UNDER 1992 STOCK PLAN. This option is granted pursuant to and is
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governed by the Company's 1992 Stock Plan (the "Plan") and, unless the context
otherwise requires, terms used herein shall have the same meaning as in the
Plan. Determinations made in connection with this option pursuant to the Plan
shall be governed by the Plan as it exists on this date.
2. GRANT AS NON-QUALIFIED OPTION; OTHER OPTIONS. This option shall be
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treated for federal income tax purposes as a Non-Qualified Option (rather than
an incentive stock option), and the Board of Directors will take appropriate
action, if necessary, to achieve this result. This option is in addition to any
other options heretofore or hereafter granted to the Optionee by the Company,
but a duplicate original of this instrument shall not effect the grant of
another option.
3. VESTING. This option shall vest as set forth below:
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On or after ___________, 199__ ____________ shares
On or after ___________, 199__ An additional ____________ shares
On or after ___________, 200__ An additional ____________ shares
On or after ___________, 200__ An additional ____________ shares.
The foregoing rights are cumulative and may be exercised on or before __________
the expiration date of this option. All of the foregoing rights are subject to
Articles 4 and 5, as appropriate, if the Optionee ceases to maintain a Business
Relationship with the Company or dies, becomes disabled or undergoes dissolution
while involved in a Business Relationship with the Company.
4. TERMINATION OF BUSINESS RELATIONSHIP. In the event the Optionee ceases
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to maintain a business relationship with the Company for any reason other than
death or permanent disability, any then unexercised portion of this option
shall, to the extent not then vested, immediately terminate and become void; any
portion of this option which is then vested but has not been exercised at the
time the Optionee so ceases to be affiliated with the Company may be exercised,
to the extent it is then vested, by the Optionee within 60 days of the date the
Optionee ceased to be affiliated with the Company; and all options shall
terminate after such 60 days have expired.
5. DEATH. If the Optionee is dissolved, liquidated, becomes insolvent or
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enters into a merger or acquisition with respect to which such optionee is not
the surviving entity at the time when such entity is involved in a Business
Relationship with the Company, this Optionee shall immediately terminate as of
the date of such event, and the only rights hereunder shall be those as to which
this optionee was properly exercised before such dissolution or other event.
6. PARTIAL EXERCISE. Exercise of this option up to the extent above stated
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may be made in part at any time and from time to time within the above limits,
except that this option may not be exercised for a fraction of a share unless
such exercise is with respect to the final installment of stock subject to this
option and a fractional share
(or cash in lieu thereof) must be issued to permit the Optionee to exercise
completely such final installment. Any fractional share with respect to which an
installment of this option cannot be exercised because of the limitation
contained in the preceding sentence shall remain subject to this option and
shall be available for later purchase by the Optionee in accordance with the
terms hereof.
7. PAYMENT OF PRICE. The option price is payable in United States dollars
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and may be paid in cash or by check, or any combination of the foregoing, equal
in amount to the option price. The Committee, in its sole discretion, may
permit the option price to be paid by delivery of previously held shares of the
Company's Common Stock having an aggregate fair market value (as determined
pursuant to the Plan) equal as of the date of exercise to the option price, by
delivery of the Optionee's personal recourse note bearing interest payable not
less than annually at no less than 100% of the lowest applicable Federal rate,
as defined in Section 1274(d) of the Code, or by any combination of the
foregoing, equal in amount to the option price.
8. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of this
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Agreement, this option may be exercised by written notice to the Company, at the
principal executive office of the Company, or to such transfer agent as the
Company shall designate. Such notice shall state the election to exercise this
option and the number of shares in respect of which it is being exercised and
shall be signed by the person or persons so exercising this option. Such notice
shall be accompanied by payment of the full purchase price of such shares, and
the Company shall deliver a certificate or certificates representing such shares
as soon as practicable after the notice shall be received. The certificate or
certificates for the shares as to which this option shall have been so exercised
shall be registered in the name of the person or persons so exercising this
option (or, if this option shall be exercised by the Optionee and if the
Optionee shall so request in the notice exercising this option, shall be
registered in the name of the Optionee and another person jointly, with right of
survivorship) and shall be delivered as provided above to or upon the written
order of the person or persons exercising this option. All shares that shall be
purchased upon the exercise of this option as provided herein shall be fully
paid and non-assessable.
9. OPTION NOT TRANSFERABLE. This option is not transferable or assignable
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except by will or by the laws of descent and distribution. During the
Optionee's lifetime only the Optionee can exercise this option.
10. NO OBLIGATION TO EXERCISE OPTION. The grant and acceptance of this
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option imposes no obligation on the Optionee to exercise it.
11. NO OBLIGATION TO CONTINUE BUSINESS RELATIONSHIP. The Company and any
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Related Corporations are not by the Plan or this option obligated to continue to
maintain a Business Relationship with the Optionee.
12. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The Optionee shall have no
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rights as a stockholder with respect to shares subject to this Agreement until a
stock certificate therefor has been issued to the Optionee and is fully paid
for. Except as is expressly provided in the Plan with respect to certain
changes in the capitalization of the Company, no adjustment shall be made for
dividends or similar rights for which the record date is prior to the date such
stock certificate is issued.
13. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. It is the purpose of this
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option to encourage the Optionee to work for the best interests of the Company
and its stockholders. Since, for example, that might require the issuance of a
stock dividend or a merger with another corporation, the purpose of this option
would not be served if such a stock dividend, merger or similar occurrence would
cause the Optionee's rights hereunder to be diluted or terminated and thus be
contrary to the Optionee's interest. The Plan contains extensive provisions
designed to preserve options at full value in a number of contingencies.
Therefore, provisions in the Plan for adjustment with respect to stock subject
to options and the related provisions with respect to successors to the
business of the Company are hereby made applicable hereunder and are
incorporated herein by reference.
14. WITHHOLDING TAXES. The Optionee hereby agrees that the Company may
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withhold from the Optionee the appropriate amount of federal, state and local
taxes attributable to the Optionee's exercise of any installment of this option.
At the Company's discretion, the amount required to be withheld may be withheld
in cash from such payments, or in kind from the Common Stock otherwise
deliverable to the Optionee on exercise of this option. The
Optionee further agrees that, if the Company does not withhold an amount from
payments to the Optionee sufficient to satisfy the Company's withholding
obligation, the Optionee will reimburse the Company on demand, in cash, for the
amount underwithheld.
15. PROVISION OF DOCUMENTATION TO OPTIONEE. By signing this Agreement the
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Optionee acknowledges receipt of a copy of this Agreement and a copy of the
Company's 1992 Stock Plan.
16. GOVERNING LAW. This Agreement shall be governed by and interpreted in
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accordance with the internal laws of the State of Delaware.
IN WITNESS WHEREOF, the Company and the Optionee have caused this instrument
to be executed.
_____________________________ MATRITECH, INC.
OPTIONEE:
By:___________________________
____________________________ Title:__________________________
Street Address
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City State Zip Code
