| February 15, 2004
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| 100,000
In
no event shall this Option be exercisable after, and this Option shall become void and expire as to all unexercised Option Shares, at 5:00 P.M. (Minneapolis, Minnesota time) on
February 15, 2009.
3.Exercise of Option. This option may be exercised only by written notice of intent to the Company at its office at 00000 Xxxxxxx
Xxxxxx XX, Xxx Xxxx, Xxxxxxxxx 00000. Such notice shall state the number of shares in respect of which the option is being exercised and shall be accompanied by payment for such shares by personal
check. The exercise of the Option shall be deemed effective upon receipt of such notice and payment. As soon as practicable after the effective exercise of the Option, the Company shall record on the
stock transfer books of the Company the ownership of the shares purchased in
the name of the Optionee, and the Company shall deliver to the Optionee one or more duly issued stock certificates evidencing such ownership.
4.Exercise upon Death. If Optionee shall die, this option may be exercised with respect to any vested options at the date of death to
the same extent that Optionee was entitled to exercise such options, by the person or persons to whom Optionee's rights under this option pass by will or applicable law, or if no such person has such
right, by his executors or administrators.
5.Exercise Upon Termination of Employment. If Optionee's employment with the Company is terminated, other than for cause or by reason
of death, this option may be exercised with respect to any vested options at the date of termination for a period of 90 days. After such 90 day period, the Option shall be terminated.
For purposes of this Agreement, "cause" means a felony conviction of the Optionee or the failure of the Optionee to contest prosecution for a felony, willful misconduct, dishonesty or intentional
violation of a statute, rule or regulation, any of which, in the judgment of the Company, is harmful to the business or reputation of the Company.
6.Change in Control. The Option shall be exercisable in full, without regard to the vesting provisions of Section 2, for a
period of 30 days prior to the occurrence of any of the following events: (i) dissolution or liquidation of the Company, other than in conjunction with a bankruptcy of the Company, or
any similar occurrence, (ii) any merger, consolidation, acquisition, separation, reorganization, or similar occurrence, where the Company will not be the surviving entity or (iii) the
transfer of substantially all of the assets of the Company or 75% or more of the outstanding capital stock of the Company.
7.Dilution or Other Adjustments. If there shall be any change in the shares of common stock of the Company through merger,
consolidation, reorganization, recapitalization, dividend in the form of stock (of whatever amount), stock split or other change in the corporate structure, appropriate adjustments in the outstanding
options shall be made by the Company. In the event of any such changes, adjustments shall include, where appropriate, changes in the aggregate number of shares subject and the price per share subject
to outstanding and future options in order to prevent dilution or enlargement of option rights.
0.Xx Right to Continued Compensation. Nothing contained in this Agreement shall obligate the Company or any subsidiary of the Company
to continue to accept and pay for the services of Optionee as a consultant, employee or independent contractor for any particular period or interfere with the right of the Company or any such
subsidiary to terminate any contract or employment relationship with Optionee.
0.Xx Shareholder Rights. Optionee shall have no rights as a stockholder with respect to any shares of common stock subject to this
option prior to the date of issuance of a certificate or certificates for such shares.
10.Investment Representation. Notice of the exercise of this option shall include a representation that any of the Option Shares
purchased shall be acquired as an investment and not with a view to, or for sale in connection with, any public distribution.
11.Compliance with Law and Regulations. The Optionee acknowledges that this option may not be exercised until the Company has taken all
actions then required to comply with all applicable federal and state laws, rules and regulations and any exchange on which the stock may then be listed. The certificates representing the shares
purchased upon the exercise of this option shall bear a legend in substantially the following form:
The
securities evidenced by this certificate have not been registered either under any applicable federal law and rules or applicable state law and rules. No sale, offer to sell, or transfer of these
securities may
be made unless a registration statement under the Securities Act of 1933, as amended, and any applicable state law with respect to such securities is then in effect or an exemption from the
registration requirements of such laws is then in fact, applicable to such securities.
12.Non-Transferability. This option shall not be transferable other than by will or by laws of descent and distribution.
During the lifetime of the Optionee, this option shall be exercisable only by such Optionee.
13.Other Assistance. Upon the exercise of this option the Optionee or other person exercising the option must execute any document or
make any representation or give any commitment which the Board of Directors, in its discretion, deems necessary or advisable by reason of the securities laws of the United States or any state, and
execute any document for the purpose of restricting the transfer of stock to third parties, or pay any sum of money in respect of taxes or undertake to pay or have paid any such sum which the Board of
Directors, in its discretion, deems necessary by reason of the Code or any rule or regulation thereunder, or by reason of the tax laws of any state or any contracts or agreements in effect at such
time.
14.Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the legal representatives, executors,
administrators, successors and assigns of each of the parties to this Agreement.
15.Governing Law.
a.The
laws of Minnesota shall govern the validity, interpretation and performance of the respective duties and obligations of this Agreement.
b.The
Optionee consents to venue and jurisdiction in the District Court of Anoka County, State of Minnesota, and in the United States District Court for the District of Minnesota, and
to service of process under Minnesota law, in any action commenced by Company to enforce this Agreement.
16.Severability. If any provision of this Agreement is adjudged void, invalid or unenforceable under law, the remainder of this
Agreement shall continue and remain in full force and effect.
17.Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and may
not be amended, changed, modified, terminated, or waived other than by written instrument signed by both parties. The Optionee acknowledges and agrees that the Optionee is not entitled to any other
securities of the Company as of the date hereof.
18.Supremacy. This Agreement supersedes all prior oral or written agreements and understandings between the Optionee and the Company
concerning the subject matter hereof.
IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year below written.
Notice of Exercise of Nonqualified Stock Options
Oxboro
Medical International, Inc.
00000 Xxxxxxx Xxxxxx XX
Xxx Xxxx, XX 00000
Ladies
and Gentlemen:
The
undersigned is the holder of a nonqualified stock option (the "Option") to purchase shares of the common stock ("Stock") of Oxboro Medical International, Inc. (the
"Company"), pursuant to the Nonqualified Stock Option Agreement between and Oxboro Medical International, Inc., effective as of
, 1999. The undersigned
hereby irrevocably elects to exercise the Option to purchase shares of Stock ("Option Shares"). Enclosed herewith is payment for the Option Shares as required under the Agreement.
The undersigned requests that the certificate representing the Option Shares be issued in the name of the undersigned and delivered to the address set forth below within five (5) business days.
In
connection with the issuance of the Option Shares to the undersigned, the undersigned hereby certifies and represents to the Company that the undersigned is acquiring such shares
for the purpose of investment and not with a view toward distribution. The undersigned understands that these securities have not been registered either under any applicable federal law and rules or
applicable state law and rules and that resale will not be permitted under state law unless the securities are first registered or the sale is a transaction exempt from registration under the
applicable state securities law.
The
undersigned further understands that no sale, offer to sell, or transfer of the Option Shares shall be made unless a registration statement under the federal Securities Act of
1933, as amended (the "Act"), with respect to the Option Shares is then in effect or an exemption from the registration requirements of the Act is then in fact applicable to the Option Shares. The
undersigned understands that a legend reciting this investment restriction shall be placed on any stock certificate that may be issued to the undersigned.
Optionee
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