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EXHIBIT 4.5
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ATRION CORPORATION
1998 OUTSIDE DIRECTORS STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
effective as of the 1st day of February, ________, by and between Atrion
Corporation, a Delaware corporation (the "Company"), and ___________, an Outside
Director of the Company (the "Optionee"), pursuant to the Atrion Corporation
1998 Outside Directors Stock Option Plan, as it may be amended and restated from
time to time (the "Plan"). Capitalized terms used but not defined herein shall
have the meanings set forth in the Plan.
W I T N E S S E T H:
WHEREAS, the Optionee is an Outside Director, as defined in Section
2.13 of the Plan; and
WHEREAS, in accordance with Article 5 of the Plan the Optionee has been
granted the Option described herein.
NOW, THEREFORE, for and in consideration of the premises, the mutual
promises and covenants herein contained, and other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:
1. Subject to the execution of this Agreement and approval of the Plan
by stockholders as set forth in Section 1.3 of the Plan, the Company has granted
to the Optionee, in accordance with Section 5.1 of the Plan, an Option (the
"Option") to purchase from the Company such number of whole Shares as is set
forth on Exhibit A attached hereto from the authorized and unissued Common Stock
of the Company, or from the treasury stock of the Company, at and for the Option
Price set forth on Exhibit A attached hereto.
2. The Option shall be exercised by delivery to the Company at its
principal office of written notice of the Optionee's intent to exercise the
Option with respect to the number of Shares then being purchased, in the form
attached hereto as Exhibit B, accompanied by payment in full to the Company of
the amount of the Option Price for the number of Shares then being purchased.
The Option Price upon exercise of the Option shall be payable to the Company (a)
in cash or its equivalent, (b) by tendering previously acquired Shares having an
aggregate Fair Market Value at the time of exercise equal to the aggregate
Option Price or (c) by a combination of (a) and (b). The Option Price shall be
paid directly by the Optionee; however, if the exercise of the Option is in
accordance with Section 220.3(e) of Regulation T promulgated by the Board of
Governors of the Federal Reserve System (a "cashless exercise"), the Option
Price may be paid directly by a registered broker-dealer for the account of the
Optionee.
3. The Option may be exercised and Shares may be purchased by the
Optionee as the result of such exercise only during the terms set forth on
Exhibit A attached hereto; provided, however,
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that in order for the Option to vest, and thereby become exercisable, on the
dates set forth on Exhibit A attached hereto, the Optionee must then be serving
as an Outside Director on such dates; and provided, further, that in no event
shall the total number of Shares purchased hereunder pursuant to the exercise of
the Option exceed the number set forth on Exhibit A attached hereto, as the same
may be adjusted in accordance with the Plan, and in no event shall the period
for exercising the Option exceed ten (10) years from the date of the grant of
the Option. Exercise of the Option is subject to the following additional terms
and conditions:
(a) In the event the Optionee ceases to be an Outside Director
other than as a result of the Optionee's death or Disability, the Option may be
exercised, to the extent of the full number of Shares which the Optionee was
entitled to purchase on exercise of the Option on the date of cessation, at any
time after the date of such cessation and before the earlier of (i) six (6)
months and (ii) the expiration date of the Option.
(b) In the event the Optionee ceases to be an Outside Director
by reason of the Optionee's death or Disability, the Option may be exercised by
Optionee or Optionee's legal representative, in the case of Disability, or by
Optionee's heir or legatee or the personal representative, administrator or
executor of Optionee's estate, in the case of death, to the extent of the full
number of Shares the Optionee was entitled to purchase on exercise of the Option
on the date of cessation, at any time after such cessation and before the
earlier of (i) twelve (12) months and (ii) the expiration date of the Option.
4. In case of any exercise of the Option, this Agreement, accompanied
by a fully executed notice of exercise in the form attached as Exhibit B and by
payment of the full purchase price for the Shares then being purchased as
provided in Paragraph 2 above, shall be surrendered to the Company. The Company
will thereupon cause to be issued and delivered to the Optionee (or, in the
event of a cashless exercise, to the Optionee's broker-dealer), as soon as
reasonably may be done in accordance with the terms of the Plan, a certificate
or certificates, representing the Shares so purchased and fully paid for. In the
event of a partial exercise, the Company will endorse on Exhibit C attached
hereto the fact that the Option has been partially exercised on such date,
setting forth the extent of such exercise, and return this Agreement to the
Optionee.
5. The Option is personal to the Optionee and may not in any manner or
respect be assigned or transferred otherwise than by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order, and is
exercisable during the Optionee's lifetime only by the Optionee or the
transferee of the Option pursuant to a qualified domestic relations order,
except as specifically provided in Paragraph 3(b) above in the case of
Optionee's Disability. To the extent the Option is not exercised, the Shares
covered hereby shall be considered released to the Company.
6. The Option is in all respects subject to, and shall be governed and
determined by, the provisions of the Plan (all of the terms of which are
incorporated herein by reference) and to any rules which might be adopted by the
Board or the Committee with respect thereto to the same extent and with the same
effect as if set forth fully herein.
7. This Agreement shall terminate no later than ten (10) years from the
date of grant of the Option.
8. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, applied without giving effect to any
conflict-of-law principles. Any validity or
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unenforceability of any particular provision of this Agreement shall not affect
the other provisions hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provisions were omitted.
9. This Agreement shall be binding upon and shall inure to the benefit
of each of the parties hereto and their respective executors, administrators,
personal representatives, legal representatives, heirs, and successors in
interest.
10. This Agreement may be executed in counterparts, each of which shall
be considered an original, and such counterparts shall, together, constitute and
be one and the same instrument.
11. Upon demand by the Company, the Optionee agrees to deliver to the
Company at the time of any complete or partial exercise of this Option a written
representation that the Shares being acquired upon such exercise are being
acquired for investment and not for resale or with a view to the distribution
thereof. Upon such demand, delivery of such representation prior to the delivery
of any Shares issued upon exercise of this Option and prior to the expiration of
the Option period shall be a condition precedent to the right of the Optionee or
any other persons to purchase Shares hereunder.
12. The Company shall have the power and the right to deduct or
withhold, or require the Optionee to remit to the Company, an amount sufficient
to satisfy federal, state and local taxes (including the Optionee's FICA
obligation) required by law to be withheld with respect to any taxable event
arising as a result of the grant or exercise of the Option. With respect to
withholding required upon the exercise of the Option, the Optionee may elect,
subject to the approval of the Committee, to satisfy the withholding
requirement, in whole or in part, by having the Company withhold Shares having a
Fair Market Value on the date as of which the tax is to be determined equal to
the minimum statutory total tax which could be imposed on the transaction. All
such elections shall be irrevocable, made in writing, signed by the Optionee,
and subject to any restrictions or limitations that the Committee, in its sole
discretion, deems appropriate.
IN WITNESS WHEREOF, the Company and the Optionee have executed and
delivered this Agreement as of the day and year first written above.
ATRION CORPORATION
By:
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Name:
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Title:
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OPTIONEE
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EXHIBIT A
TO
STOCK OPTION AGREEMENT
Optionee:
Grant Date:
Option Price:
Shares Can Only Be Must Be
Subject to Option Exercised On or After Exercised Before
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EXHIBIT B
TO
STOCK OPTION AGREEMENT
NOTICE OF EXERCISE
Atrion Corporation
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Pursuant to Paragraph 3 of the Stock Option Agreement dated as of February 1,
1998, the undersigned hereby exercises Option held by the undersigned with
respect to _________________ (____) Shares of the Company
Enclosed pleae find the following (Please check appropriate box)
A check, made payable to the Company, in the amount of
---- ____________________Dollars ($_____)in payment of the Option
Price;
A check for ________________________ (______) Shares of the
---- Company, having an aggregate Fair Market Value at the time of
exercise equip to ___________________Dollars ($______);
The Option Price is to be paid directly by a registerd
---- broker-dealer for the account of the undersigned.
Date: , 19
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EXHIBIT C
TO
STOCK OPTION AGREEMENT
Pursuant to Paragraph 4 hereof, record partial exercise below:
PARTIAL EXERCISE
Signature of
No. of Shares Date of No. of Shares Endorsing
Exercise Exercise Remaining Officer
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