EXHIBIT 10.28
DIRECTOR, CONSULTANT AND ADVISOR OPTION GRANT AGREEMENT
THIS DIRECTOR, CONSULTANT AND ADVISOR OPTION GRANT AGREEMENT (the
"Agreement") is effective the ___ day of ___, 1999, by and between SURGICAL
SAFETY PRODUCTS, INC., a New York corporation, with its principal place of
business at 0000 Xxx Xxxxxxx, Xxxxxxxx, Xxxxxxx 00000 (the "Company") and
___________________________residing at _______________________ (the "Eligible
Person").
WITNESSETH:
WHEREAS, Company desire to grant certain options of Company's Common Stock
to Eligible Person (the "Options"); and
WHEREAS, Eligible Person desires to accept such Options relative to the
terms and conditions set forth herein.
NOW THEREFORE, in completion of the mutual promises, covenants and
conditions contained herein and for other good and valuable consideration the
receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:
1. STOCK OPTIONS: Under the SURGICAL SAFETY PRODUCTS 1999 STOCK OPTION
PLAN (the "Plan") implemented by Company on January 19, 1999, a copy
of which has been provided to Eligible Person and all terms and
conditions of which are incorporated herein by reference, Eligible
Person is granted the following:
A. NSO Stock Options to purchase up to a total of _______________
shares of the Company's common stock, which options vest as
follows:_________________________________________________________
______________________________________________________________and
which options may be exercised at any time after vesting at an
exercise price of $ _________ per share (75% fair market value as
defined Plan). Unless sooner terminated under the terms of the
Plan, Eligible Person has ten (10) years from the date of this
grant in which to exercise said options.
B. Reload Option. Company grants to Eligible Person the right to pay
the exercise price of shares of Company's common stock to be
purchased by the exercise of a NSO or another Reload Option (the
"Original Option") by delivering to the Corporation shares of
Company's Common Stock already owned by Eligible Person (the
"Tendered Shares"), in which case Eligible Person shall receive a
Reload Option which shall be a new Option to purchase shares of
Company's common stock equal in number to the tendered shares.
The terms of such Reload Option are as follows:
_________________________________________________________________
_________________________________________________________________
2. CHANGE OF CONTROL. Company grants/does not grant Eligible Person
change of control privileges. In the event Company grants such
privileges to Eligible Person, such privileges are annexed hereto
and made a part hereof as Exhibit A to this Agreement.
3. NO VIOLATION. Eligible Person hereby represents and warrants to
Company that the execution, delivery and performance of this
Agreement or the passage of time, or both, will not conflict
with, result in a default, right to accelerate or loss of rights
under any provision of any agreement or understanding to which
the Eligible Person or, to the best knowledge of Eligible Person,
any of Eligible Person's affiliates are a party or by which
Eligible Person, or to the best knowledge of Eligible Person,
Eligible Person's affiliates may be bound or affected.
4. CAPTIONS. The captions, headings and arrangements used in this
Agreement are for convenience only and do not in any way affect,
limit or amplify the provisions hereof.
5. NOTICES. All notices required or permitted to be given hereunder
will be in writing and will be deemed delivered, whether or not
actually received, two (2) days after being deposited in the
United States mail, postage prepaid, registered or certified
mail, return receipt requested, addressed to the party to whom
notice is being given at the specified address or at such other
address as such party may designate by notice:
Company: SURGICAL SAFETY PRODUCTS, INC.
0000 Xxx Xxxxxxx
Xxxxxxxx, Xxxxxxx 00000
Eligible Person: __________________________
__________________________
6. INVALID PROVISIONS. If any provision of this Agreement is held to
be illegal, invalid or unenforceable under present or future
laws, such provisions will be fully severable, and this Agreement
will be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this
Agreement; the remaining provisions of this Agreement will remain
in full force and effect and will not be affected by the illegal,
invalid or unenforceable provision or by its severance of this
Agreement. In lieu of each such illegal, invalid or unenforceable
provision, there will be added automatically as part of this
Agreement a provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.
7. ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the entire
agreement of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and
understandings, if any, relating to the subject matter hereof,
including the Prior Agreement, which is fully replaced hereby.
This Agreement may be amended, in whole or in part only, by an
instrument in writing setting forth the particulars of such
amendment and duly executed by an officer of Company expressly
authorized by the Board to do so and by Eligible Person.
8. WAIVER. No delay or omission by any party hereto to exercise any
right or ------ power hereunder will impair such right or power
to be construed as a waiver thereof. A waiver by any of the
parties hereto of any of the covenants to be performed by any
other party or any breach thereof will not be construed to be a
waiver of any succeeding breach thereof or of any other covenant
herein contained. Except as otherwise expressly set forth herein,
all remedies provided for in this Agreement will be cumulative
and in addition to and not in lieu of any other remedies
available to any party at law, in equity or otherwise.
9. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which will constitute an original, and all
of which together will constitute one and the same agreement.
10. GOVERNING LAW. This Agreement will be construed and enforced
according to the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement effective as of the date first above written.
COMPANY: ELIGIBLE PERSON:
SURGICAL SAFETY PRODUCTS, INC.
By:_______________________________ _________________________
EXHIBIT A
CHANGE OF CONTROL PRIVILEGES
(3) In addition to all other rights granted Eligible Person, Eligible Person
shall have the following change of control privileges:
(1) Upon change of control of Company, Company may terminate this
Agreement. For the purpose of this Agreement, "change of control" will
mean a change in the control of Company of a nature that would be
required to be reported in response to (1) Item 1 of Form 8K; (2) Item
5(f) of Schedule 14A of Regulation 14A; or (3) any other rule or
regulation as promulgated by the Securities and Exchange Commission.
(2) Upon a change in control of the Company, the Company will pay to the
Eligible Person in cash, an amount equal to the number of options
granted to Eligible Person from the date of this Agreement up to the
date the change in the control of the Company occurs, whether such
options are vested, not vested or exercised, multiplied by the highest
closing sale price of a share of Company's common stock quoted during
the 30-day period immediately preceding the date the change in control
occurs on the composite tape for shares listed on the New York Stock
Exchange; or if such shares are not quoted on the composite tape of
the New York Stock Exchange, the highest closing sale price quoted
during such period on the principal United States securities exchange
registered under the Securities Exchange Act of 1934, as amended, on
which such shares are listed; or if such shares are not listed on any
such exchange, the highest closing bid quotation with respect to a
share during the 30-day period preceding the date the change of
control occurs on the National Association of Securities Dealers, Inc.
automated quotation system or any similar system then in general use;
or if no such quotations are available, the fair market value of a
share on the date the change in control occurs as determined by a
majority of disinterested directors, such amount being hereafter
referred to as "Termination Option Payment". The Termination Option
Payment will be paid to Eligible Person within sixty (60) days after
the change in control occurs and also will include an additional
amount equal to (a) any excise tax imposed on the Eligible Person
under the Internal Revenue Code by reason of Eligible Person's receipt
of the Termination Option Payment above; plus (b) a gross-up payment
to reflect any federal, state or local income tax or other taxes
imposed on Eligible Person by reason of Eligible Person's receipt of
the above Termination Option Payment.
COMPANY: ELIGIBLE PERSON:
SURGICAL SAFETY PRODUCTS, INC.
By:________________________________ ___________________________
