EXHIBIT 10.9
GRANT NO. _______
IMPAC MEDICAL SYSTEMS, INC.
2002 STOCK PLAN
INCENTIVE STOCK OPTION AGREEMENT
IMPAC Medical Systems, Inc. (the "Company"), hereby grants an Option to
purchase shares of its common stock (the "Shares") to the Optionee named below.
The terms and conditions of the Option are set forth in this cover sheet, in the
attachment and in the Company's 2002 Stock Plan (the "Plan").
Date of Option Grant: __________________, 200__
Name of Optionee: _________________________________________________
Number of Shares Covered by Option: ______________
Exercise Price per Share: $_____.___
Total Exercise Price: $_____.___
Vesting Start Date: _____________, 200__
Vesting Schedule:
Subject to all the terms of the attached Agreement, your right to
purchase Shares under this Option vests as to one-fourth (1/4) of the total
number of Shares covered by this Option, as shown above, on the one-year
anniversary of the Vesting Start Date. Thereafter, the number of Shares which
you may purchase under this Option shall vest at the rate of one-forty-eighth
(1/48) per month on the 1st day of each of the thirty-six (36) months following
the month of the one-year anniversary of the Vesting Start Date. The resulting
aggregate number of vested Shares will be rounded to the nearest whole number.
No additional Shares will vest after your Service has terminated for any reason.
By signing this cover sheet, you agree to all of the terms and
conditions described in the attached Agreement and in the Plan, a copy of which
is also enclosed.
Optionee:
________________________________________________
(Signature)
Company:
________________________________________________
(Signature)
Title: _________________________________________
Attachment
----------
IMPACT MEDICAL SYSTEMS, INC.
2002 STOCK PLAN
INCENTIVE STOCK OPTION AGREEMENT
The Plan and The text of the Plan is incorporated in this
Other Agreements Agreement by reference. Certain capitalized
terms used in this Agreement are defined in
the Plan.
This Agreement and the Plan constitute
the entire understanding between you
and the Company regarding this Option.
Any prior agreements, commitments or
negotiations concerning this Option are
superseded.
Incentive Stock Option This Option is intended to be an Incentive
Stock Option under section 422 of the Internal
Revenue Code and will be interpreted
accordingly. If you cease to be an employee of
the Company, a Subsidiary or of a Parent but
continue to provide Service, this Option will
be deemed a Nonstatutory Stock Option on the
90th day after you cease to be an employee. In
addition, to the extent that all or part of
this Option exceeds the $100,000 rule of
section 422(d) of the Code, this Option or the
lesser excess part will be treated as a
Nonstatutory Stock Option.
Vesting This Option is only exercisable before it
expires and then only with respect to the
vested portion of the Option. This Option will
vest according to the Vesting Schedule on the
attached cover sheet.
Term Your Option will expire in any event at
the close of business at Company
headquarters on the day before the 10th
anniversary of the Date of Option
Grant, as shown on the cover sheet.
Your Option will expire earlier if your
Service terminates, as described below.
Regular Termination If your Service terminates for any reason,
other than death, Disability or Cause, as
defined below, then your Option will expire at
the close of business at Company headquarters
on the 90th day after your termination date.
Termination for Cause If your Service is terminated for Cause, as
determined by the Board in its Cause sole
discretion, then you shall immediately forfeit
all rights to your Option and the Option shall
immediately expire. For purposes of this
Agreement, "Cause" shall mean the termination
of your Service due to your commission of any
act of fraud, embezzlement or dishonesty; any
unauthorized use
2
or disclosure of confidential information
or trade secrets of the Company (or any
Parent, Subsidiary or Affiliate); or
any other intentional misconduct
adversely affecting the business or
affairs of the Company (or any Parent,
Subsidiary or Affiliate) in a material
manner. This definition shall not
restrict in any way the Company's or
any Parent's, Subsidiary's or
Affiliate's right to discharge you for
any other reason, nor shall this
definition be deemed to be inclusive of
all the acts or omissions which
constitute "cause" for purposes other
than this Agreement.
Death If your Service terminates because of
your death, then your Option will
expire at the close of business at
Company headquarters on the date twelve
(12) months after the date of death.
During that twelve (12) month period,
your estate or heirs may exercise the
vested portion of your Option.
Disability If your Service terminates because of
your Disability, then your Option will
expire at the close of business at
Company headquarters on the date twelve
(12) months after your termination
date.
Leaves of Absence For purposes of this Option, your Service does
not terminate when you go on a bona fide leave
of absence that was approved by the Company in
writing, if the terms of the leave provide for
continued Service crediting, or when continued
Service crediting is required by applicable
law. However, your Service will be treated as
terminating ninety (90) days after you went on
leave, unless your right to return to active
work is guaranteed by law or by a contract.
Your Service terminates in any event when the
approved leave ends unless you immediately
return to active work.
The Company determines which leaves
count for this purpose, and when your
Service terminates for all purposes
under the Plan.
Notice of Exercise When you wish to exercise this Option, you
must notify the Company by filing the proper
"Notice of Exercise" form at the address given
on the form. Your notice must specify how many
Shares you wish to purchase. Your notice must
also specify how your Shares should be
registered (in your name only or in your and
your spouse's names as community property or
as joint tenants with right of survivorship).
The notice will be effective when it is
received by the Company.
If someone else wants to exercise this
Option after your death,
3
that person must prove to the Company's
satisfaction that he or she is entitled to do so.
Form of Payment When you submit your notice of exercise, you must
include payment of the Exercise Price for the
Shares you are purchasing. Payment may be made
in one (or a combination) of the following forms:
. Cash, your personal check, a cashier's check, a
money order or an electronic funds transfer.
. Shares which have already been owned by you for
more than six months and which are surrendered
to the Company. The value of the Shares,
determined as of the effective date of the
Option exercise, will be applied to the
Exercise Price.
. To the extent a public market for the Shares
exists as determined by the Company, by
delivery (on a form prescribed by the Company)
of an irrevocable direction to a securities
broker to sell Shares and to deliver all or
part of the sale proceeds to the Company in
payment of the aggregate Exercise Price.
Withholding Taxes You will not be allowed to exercise this Option
unless you make acceptable arrangements to pay any
withholding or other taxes that may be due as a
result of the Option exercise or sale of Shares
acquired under this Option.
Restrictions on Exercise and By signing this Agreement, you agree not to
Resale exercise this Option or sell any Shares acquired
under this Option at a time when applicable laws,
regulations or Company or underwriter trading
policies prohibit exercise, sale or issuance of
Shares. The Company will not permit you to
exercise this Option if the issuance of Shares at
that time would violate any law or regulation.
The Company shall have the right to designate one
or more periods of time, each of which shall not
exceed one hundred eighty (180) days in length,
during which this Option shall not be exercisable
if the Company determines (in its sole discretion)
that such limitation on exercise could in any way
facilitate a lessening of any restriction on
transfer pursuant to the Securities Act or any
state securities laws with respect to any issuance
of securities by the Company, facilitate the
registration or qualification of any securities by
the Company under the Securities Act or any state
securities laws, or facilitate the perfection of
any exemption from the registration or
qualification requirements of the Securities Act
or any applicable state securities laws for the
issuance or transfer of
4
any securities. Such limitation on exercise shall
not alter the vesting schedule set forth in this
Agreement other than to limit the periods during
which this Option shall be exercisable.
If the sale of Shares under the Plan is not
registered under the Securities Act, but an
exemption is available which requires an
investment or other representation, you shall
represent and agree at the time of exercise that
the Shares being acquired upon exercise of this
Option are being acquired for investment, and not
with a view to the sale or distribution thereof,
and shall make such other representations as are
deemed necessary or appropriate by the Company and
its counsel.
Transfer of Option Prior to your death, only you may exercise this
Option. You cannot transfer or assign this Option.
For instance, you may not sell this Option or use
it as security for a loan. If you attempt to do
any of these things, this Option will immediately
become invalid. You may, however, dispose of this
Option in your will.
Regardless of any marital property settlement
agreement, the Company is not obligated to honor a
notice of exercise from your spouse, nor is the
Company obligated to recognize your spouse's
interest in your Option in any other way.
Retention Rights Your Option or this Agreement does not give you
the right to be retained by the Company (or any
Parent or any Subsidiaries or Affiliates) in
any capacity. The Company (or any Parent and any
Subsidiaries or Affiliates) reserves the right to
terminate your Service at any time and for any
reason.
Stockholder Rights You, or your estate or heirs, have no rights as a
stockholder of the Company until a certificate for
your Option's Shares has been issued. No
adjustments are made for dividends or other rights
if the applicable record date occurs before your
stock certificate is issued, except as described
in the Plan.
Adjustments In the event of a stock split, a stock dividend or
a similar change in the Company stock, the number
of Shares covered by this Option and the exercise
price per Share may be adjusted (and rounded down
to the nearest whole number) pursuant to the Plan.
Your Option shall be subject to the terms of the
agreement of merger, liquidation or reorganization
in the event the Company is subject to such
corporate activity.
5
Legends All certificates representing the Shares issued
upon exercise of this Option shall, where
applicable, have endorsed thereon the following
legends (or such other legend(s) as may be
necessary to comply with applicable state or
federal securities laws):
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND
OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN
AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED
HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST.
A COPY OF SUCH AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY AND WILL BE
FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY
OF THE COMPANY BY THE HOLDER OF RECORD OF THE
SHARES REPRESENTED BY THIS CERTIFICATE."
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION THEREOF UNDER SUCH ACT OR AN
OPINION OF COUNSEL, SATISFACTORY TO THE
COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION
IS NOT REQUIRED."
Applicable Law This Agreement will be interpreted and enforced
under the laws of the State of California.
By signing the cover sheet of this Agreement, you agree to all of the
terms and conditions described above and in the Plan.
6
