LIFEQUEST MEDICAL, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Agreement dated May 23, 1995, is entered into between
LifeQuest Medical, Inc., a Delaware corporation (the "Company"),
and Xxxx X. Xxxxxx ("Optionee").
Recitals
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A. The Company has adopted the LifeQuest Medical, Inc. 1995
Non-Employee Director Stock Option Plan (including any
amendments, the "Plan").
B. Optionee is now serving as a member of the Board of
Directors of the Company.
C. The Company desires to encourage the stock ownership of
Optionee and increase Optionee's proprietary interest in the
Company.
D. As an inducement thereto, the Company has determined to
grant to Optionee an option under the terms of the Plan.
Agreements
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In consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Subject to the terms and conditions set forth in this
Agreement and in the Plan, which is incorporated herein by
reference, the Company hereby grants to Optionee the option to
purchase, during the period commencing on the date of this
Agreement and ending May 23, 2005, at a price of $2.25 per share,
up to, but not exceeding in the aggregate, 25,000 shares of
Common Stock, $.001 par value, of the Company.
2. The option evidenced hereby is granted pursuant to the
terms and conditions of the Plan, and is intended to be a
non-qualified stock option which does not satisfy the
requirements of Section 422A of the Internal Revenue Code of
1986, as amended. Optionee hereby accepts and agrees to be bound
by all of the terms and conditions of the Plan. A copy of the
Plan as in effect on the date hereof is attached hereto as
Exhibit A. The Plan is subject to amendment as permitted under
the terms of the Plan and applicable law.
3. As provided for in the Plan, the option evidenced hereby
shall be fully exercisable on or after May 23, 1995.
4. Every notice or other communication relating to this
Agreement shall be in writing, and shall be mailed to or delivered
to the party for whom it is intended at such address as may from
time to time be designated by such party in a notice mailed or
delivered to the other party as herein provided, provided that,
unless and until some other address be so designated, all
notices or communications by Optionee to the Company shall be
mailed or delivered to the Company at:
LifeQuest Medical, Inc.
0000 XxXxxxxxxx Xxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxx 00000
Attention: President
and all notices or communications by the Company to Optionee may be given
to Optionee personally or may be mailed to him at:
Xxxx X. Xxxxxx
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
This Agreement is effective as of the date first written above.
LIFEQUEST MEDICAL, INC.
By ---------------------------------
Xxxxxxx X. Xxxxx
President and CEO
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Xxxx X. Xxxxxx
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