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EXHIBIT 10.6
STOCK OPTION AGREEMENT
THIS AGREEMENT, made and entered into effective as of the 22nd day of
December, 1987 by QUEST MEDICAL, INC., a Texas corporation (the "Company"), and
______________ (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Optionee is employed by the Company or one of its
subsidiaries in a key position and the Company desires the Optionee to remain
in its employ, to encourage the Optionee to own stock of the Company, and to
give the Optionee added incentive to advance the interests of the Company and
desires to grant the Optionee an option to purchase shares of the Common Stock,
$.05 par value (the "Common Stock") of the Company.
NOW, THEREFORE, in consideration of these premises, the parties agree
that the following shall constitute the Option Agreement (the "Agreement")
between the Company and the Optionee:
1. Subject to the terms and conditions set forth herein, the
Company grants to Optionee an option (the "Option") to purchase from the
Company, a total of _________ shares of Common Stock at an exercise price of
$1.50 per share.
2. The options shall be exercisable during the Optionee's
lifetime only by him or by his guardian or legal representative, and an option
shall not be transferable other than by will or the laws of descent and
distribution. In the event that the Optionee shall cease to be in the employ of
the Company or any of its subsidiaries for any reason other than death (and
shall not thereupon become an employee of the subsidiaries or the Company), the
unexercised portion of the option granted to the Optionee shall terminate on
the date that is three (3) months from the date of such Optionee's termination
of employment; provided, however, that (i) in the event the employment of the
Optionee is terminated for dishonesty or other acts detrimental to the
interests of the Company or the subsidiaries, or for any breach by Optionee of
any employment contract with the Company or one of the subsidiaries, or (ii) if
after Optionee's employment is terminated, Optionee commits acts that are
determined by the Company to be detrimental to the interests of the Company or
the subsidiaries, then the options granted to the Optionee hereunder shall be
null and void after such determination is made. In the event the Optionee dies
while in the employ of the Company or a subsidiary, any option granted
hereunder shall be exercisable within the twelve (12) month period commencing
on the date following the date of death or within the time permitted for the
exercise of the option set forth below, whichever date first occurs, and then
only (i) by the person or persons (hereinafter sometimes referred to as
"Successors" to whom the Optionee's rights under the option shall pass by the
Optionee's will or the laws of descent and distribution, and (ii) if and to the
extent that the Optionee was entitled to exercise the option on the date of his
death. Such option, to the extent not exercised within the above period after
the date of the Optionee's death, shall, upon the expiration of the period,
terminate.
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3. No option granted hereunder shall be exercisable after the
expiration of ten (10) years and one (1) day from the date hereof.
4. Nothing herein or in any option granted hereunder shall
require the Company to issue any shares upon exercise of any option if such
issuance would, in the opinion of counsel for the Company, constitute a
violation of the Securities Act of 1933. as amended, or any similar or
superseding statute or statutes, or any other applicable state or federal
statute or regulation, as then in effect. At the time of any exercise of an
option, the Company may, as a condition precedent to the exercise of such
option, require from the Optionee (or in the event of his death, his legal
representatives, legatees or distributees), such written representations, if
any, concerning his intentions with regard to the retention or disposition of
the shares being acquired by exercise of such option and such written covenants
and agreements, if any, as to the manner of disposal of such shares as, in the
opinion of counsel to the Company, may be necessary to ensure that any
disposition by the Optionee (or in the event of his death, his legal
representatives, legatees or distributees), will not involve a violation of the
Securities Act of 1933, as amended, or any similar or superseding statute or
statutes, or any other applicable state of federal statute or regulation, as
then in effect.
IN WITNESS WHEREOF, this Agreement has been executed by the Optionee
and by the Company, effective as of the date first written above.
QUEST MEDICAL, INC.
By: _______________________________
Xxxxxx X. Xxxxxxxx
President
_______________________________
Optionee
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