EXHIBIT 10.34
INCENTIVE STOCK OPTION
Non-transferable
G R A N T TO
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(the "Optionee")
the right to purchase from CTI Molecular Imaging, Inc. (the "Company")
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shares of its common stock, $0.01 par value, at the price of $_____ per share
pursuant to and subject to the provisions of the CTI Molecular Imaging, Inc.
2002 Stock Option Plan (the "Plan") and to the terms and conditions set forth
on the following page.
[USE THE FOLLOWING SENTENCE HERE IF THE OPTIONEE HAS BEEN EMPLOYED 10 OR MORE
YEARS AS OF THE DATE OF GRANT:]
The Options are fully vested and exercisable as to all of the Option Shares as
of the Grant Date.
[OTHERWISE USE THE FOLLOWING LEAD-IN AND INSERT THE APPROPRIATE TABLE BELOW:]
Unless vesting is accelerated in accordance with the Plan or in the discretion
of the Committee, the Options shall vest (become exercisable) in accordance
with the following schedule:
[INSERT THIS TABLE IF OPTIONEE HAS BEEN EMPLOYED BETWEEN 5 AND 10 YEARS AS OF
THE GRANT DATE AND DELETE THE OTHER TABLE.]
Date Cumulative Number of
Option Shares Vested
---- --------------------
Grant Date __%
1st Anniversary of Grant Date __%
2nd Anniversary of Grant Date __%
[INSERT THIS TABLE IF OPTIONEE HAS BEEN EMPLOYED LESS THAN 5 YEARS AS OF THE
GRANT DATE AND DELETE THE OTHER TABLE.]
Date Cumulative Number of
Option Shares Vested
---- --------------------
Grant Date __%
1st Anniversary of Grant Date __%
2nd Anniversary of Grant Date __%
3rd Anniversary of Grant Date __%
IN WITNESS WHEREOF, CTI Molecular Imaging, Inc., acting by and through its duly
authorized officers, has caused this Agreement to be executed as of the Grant
Date.
CTI MOLECULAR IMAGING, INC.
By:
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Its: Authorized Officer
Grant Date:
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Accepted by Optionee:
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TERMS AND CONDITIONS
1. Grant of Option. CTI Molecular Imaging, Inc. (the "Company")
hereby grants to the Optionee named on Page 1 hereof ("Optionee"), under the
CTI Molecular Imaging, Inc. 2002 Long-Term Incentive Plan (the "Plan"), stock
options to purchase from the Company (the "Options"), on the terms and on
conditions set forth in this agreement (this "Agreement"), the number of shares
indicated on Page 1 of the Company's $0.01 par value common stock, at the
exercise price per share set forth on Page 1. Capitalized terms used herein and
not otherwise defined shall have the meanings assigned to such terms in the
Plan.
2. Vesting of Options. The Option shall vest (become exercisable)
in accordance with the schedule shown on Page 1 of this Agreement.
Notwithstanding the foregoing vesting schedule, upon Optionee's death or
Disability during his or her Continuous Status as a Participant, or if
Optionee's employment is terminated by the Company without Cause or by Optionee
for Good Reason within two years after the effective date of a Change of
Control, all Options shall become fully vested and exercisable.
For purposes of computing the number of Option Shares that Optionee
has a right to acquire by exercise of these Options, fractional Shares shall be
disregarded and the next higher whole number of Shares shall be used, rounding
all fractions upward.
3. Period of Options and Limitations on Right to Exercise. The
Options will, to the extent not previously exercised, lapse upon the earliest
to occur of the following circumstances:
(a) 5:00 p.m., Eastern Time, on the tenth anniversary of the Grant
Date (the "Expiration Date").
(b) Three months after the termination of Optionee's Continuous Status
as a Participant for any reason other than (i) for Cause or (ii) by reason of
Optionee's death or Disability.
(c) Twelve months after the date of the termination of Optionee's
Continuous Status as a Participant by reason of Disability.
(d) Twelve months after the date of Optionee's death, if Optionee dies
while employed, or during the three-month period described in subsection (b)
above or during the twelve-month period described in subsection (c) above and
before the Options otherwise lapse. Upon Optionee's death, the Options may be
exercised by Optionee's beneficiary designated pursuant to the Plan.
(e) Thirty days after the date of the termination of Optionee's
Continuous Status as a Participant if such termination is for Cause.
The Board may, prior to the lapse of the Options under the
circumstances described in paragraphs (b), (c), (d) or (e) above, extend the
time to exercise the Options as determined by the Board in writing, but if the
Options are so extended and are exercised after the dates specified in
subsections (b) or (c) above, the Options will automatically become
Non-Qualified Stock Options. If Optionee returns to employment with the Company
during the designated post-termination exercise period, then Optionee shall be
restored to the status Optionee held prior to such termination but no vesting
credit will be earned for any period Optionee was not in Continuous Status as a
Participant. If Optionee or his or her beneficiary exercises an Option after
termination of service, the Options may be exercised only with respect to the
Shares that were otherwise vested on Optionee's termination of service.
4. Exercise of Option. The Options shall be exercised by (a)
written notice directed to the Secretary of the Company or his or her designee
at the address and in the form specified by the Secretary from time to time and
(b) payment to the Company in full for the Shares subject to such exercise
(unless the exercise is a broker-assisted cashless exercise, as described
below). If the person exercising an Option is not Optionee, such person shall
also deliver with the notice of exercise appropriate proof of his or her right
to exercise the Option. Payment for such Shares shall be in (a) cash, (b)
Shares previously acquired by the purchaser, which have been held by the
purchaser for at least six months, or (c) any combination thereof, for the
number of Shares specified in such written notice. The fair market value of
surrendered Shares for this purpose shall be the Fair Market Value, calculated
as provided in the Plan, as of the last trading day immediately prior to the
exercise date. To the extent permitted under Regulation T of the Federal
Reserve Board, and subject to applicable securities laws and the Company's
adoption of such program in connection with the Plan, the Options may be
exercised through a broker in a so-called "cashless exercise" whereby legal
title to the Option Shares passes to Optionee upon the exercise date, and the
broker sells the Option Shares on behalf of Optionee and delivers cash sales
proceeds to the Company in payment of the exercise price. In such case, the
date of exercise shall be deemed to be the date on which notice of exercise is
received by the Company and the exercise price shall be delivered to the
Company on the settlement date.
5. Beneficiary Designation. Optionee may, in the manner
determined by the Committee, designate a beneficiary to exercise the rights of
Optionee hereunder and to receive any distribution with respect to the Options
upon Optionee's death. A beneficiary, legal guardian, legal representative, or
other person claiming any rights hereunder is subject to all terms and
conditions of this Agreement and the Plan, and to any additional restrictions
deemed necessary or appropriate by the Committee. If no beneficiary has been
designated or survives Optionee, the Options may be exercised by the legal
representative of Optionee's estate, and payment shall be made to Optionee's
estate. Subject to the foregoing, a beneficiary designation may be changed or
revoked by Optionee at any time provided the change or revocation is filed with
the Company.
6. Limitation of Rights. The Options do not confer to Optionee
or Optionee's beneficiary designated pursuant to Paragraph 5 any rights of a
shareholder of the Company unless and until Shares are in fact issued to such
person in connection with the exercise of the Options. Nothing in this
Agreement shall interfere with or limit in any way the right of the Company or
any Affiliate to terminate Optionee's service at any time, nor confer upon
Optionee any right to continue in the service of the Company or any Affiliate.
7. Stock Reserve. The Company shall at all times during the term
of this Agreement reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of this Agreement.
8. Restrictions on Transfer and Pledge. No right or interest of
Optionee in the Options may be pledged, encumbered, or hypothecated to or in
favor of any party other than the Company or an Affiliate, or shall be subject
to any lien, obligation, or liability of Optionee to any other party other than
the Company or an Affiliate. The Options are not assignable or transferable by
Optionee other than by will or the laws of descent and distribution. The
Options may be exercised during the lifetime of Optionee only by Optionee.
9. Restrictions on Issuance of Shares. If at any time the
Committee shall determine in its discretion, that registration, listing or
qualification of the Shares covered by the Options upon any Exchange or under
any foreign, federal, or local law or practice, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition to
the exercise of the Options, the Options may not be exercised in whole or in
part unless and until such registration, listing, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Committee.
10. Notification of Disposition. Optionee agrees to notify the
Company in writing within 30 days of any disposition of Shares acquired by
Optionee pursuant to the exercise of Options, if such disposition occurs within
two years of the Grant Date, or one year of the date of exercise, of the
Options. The Company has the authority and the right to deduct or withhold, or
require Optionee to remit to the Company, an amount sufficient to satisfy
federal, state, and local taxes required by law to be withheld with respect to
any disposition of Shares prior to the expiration of two years of the Grant
Date, or one year of the date of exercise, of the Options.
11. Interpretation. It is the intent of the parties hereto that
the Options qualify for incentive stock option treatment pursuant to, and to
the extent permitted by, Section 422 of the Code. All provisions hereof are
intended to have, and shall be construed to have, such meanings as are set
forth in applicable provisions of the Code and Treasury Regulations to allow
the Options to so qualify. To the extent that such any portion of the Options
fail to qualify for incentive stock option treatment pursuant to Section 422 of
the Code, such nonqualifying portion of the Options shall be Non-Qualified
Stock Options, governed under Section 83 of the Code.
12. Plan Controls. The terms contained in the Plan are
incorporated into and made a part of this Agreement and this Agreement shall be
governed by and construed in accordance with the Plan. In the event of any
actual or alleged conflict between the provisions of the Plan and the
provisions of this Agreement, the provisions of the Plan shall be controlling
and determinative.
13. Successors. This Agreement shall be binding upon any
successor of the Company, in accordance with the terms of this Agreement and
the Plan.
14. Severability. If any one or more of the provisions contained
in this Agreement is invalid, illegal or unenforceable, the other provisions of
this Agreement will be construed and enforced as if the invalid, illegal or
unenforceable provision had never been included.
15. Notice. Notices and communications under this Agreement must
be in writing and either personally delivered or sent by registered or
certified United States mail, return receipt requested, postage prepaid.
Notices to the Company must be addressed to:
CTI Molecular Imaging, Inc.
000 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attn: Secretary
or any other address designated by the Company in a written notice to Optionee.
Notices to Optionee will be directed to the address of Optionee then currently
on file with the Company, or at any other address given by Optionee in a
written notice to the Company.
