EXHIBIT 4.2
LUTHER MEDICAL PRODUCTS, INC.
1997 Stock Plan
STOCK OPTION AGREEMENT
The Board of Directors of Luther Medical Products, Inc., (the
"Company") desires to grant to Optionee the ability to participate in the 1997
Stock Plan (the "Plan"), a copy of which is attached hereto, by granting an
option to purchase shares in the Company as set forth below.
Optionee:
Address:
Date of Grant:
Option Shares:
(as may be adjusted as provided for in the Plan).
Incentive Stock Option/Exercise Price per Share:
(being the Fair Market Value on the date as provided for in the Plan).
or
Non-Qualified Stock Option/Exercise Price Per Share:
(being not less than 85% of the Fair Market Value on the date as provided
for in the Plan).
Option Period:
Vesting Schedule of Option:
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Manner of Exercise: The Optionee shall give written notice to the Company
specifying the number of full shares to be purchased accompanied by payment in
cash, by certified check, upon approval by the Board, his promissory note
(secured by collateral other than the shares acquired), or other shares of the
Company's Common Stock, for the full purchase price. No share shall be issued
until full payment therefor has been made.
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Employment: Nothing contained in this Stock Option Agreement (the "Option")
shall confer upon the Optionee any right to be continued in the employment of
the Company or shall prevent the Company from terminating his employment at any
time, with or without cause.
Termination/Death/Disability: If the Optionee's employment with the Company is
terminated for any reason (voluntarily or involuntarily), except cause, death,
or disability, the Option may be exercised no later than ninety (90) days after
the date of such termination. If the Optionee's employment with the Company is
terminated for cause, the Option may be exercised no later than fifteen (15)
days after the date of such termination, and if because of death or disability,
the Option may be exercised no later than twelve (12) months after the date of
such termination. In no event will the Option be exercisable later than the
expiration date, and in every case the Option will only be exercisable to the
extent that it would have been exercisable on the date of such termination by
the Optionee or, in the case of death or disability, the Optionee's legal
representative.
Non-Transferability of Option: The Option shall not be transferrable other than
by will or by the laws of descent and distribution, and may be exercised during
the Optionee's lifetime only by him.
Incorporation of Plan: The Option granted hereby is subject to, and governed
by, the terms and conditions of the Plan, which are hereby incorporated by
reference. The Option, including the Plan incorporated by reference herein, is
the entire agreement among the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings.
Securities Laws Requirements: No shares shall be issued upon the exercise of
any option unless and until the Company and the Optionee are determined to be in
compliance with applicable State and Federal securities laws with respect to an
individual exercise. The shares issued under the Plan may be restricted
securities subject to limitations on resale.
General: Notice regarding this agreement shall be in writing and shall be
delivered in person or by registered mail to the Company's address or by the
laws of the State of California.
The parties have accepted the terms herein and entered into this agreement this
day of , 199 .
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Company:
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Optionee:
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