Exhibit 4.4 / 1988 Plan Form of Employee Non-Qualified Grant
1988 PLAN FORM OF EMPLOYEE NON-QUALIFIED GRANT
[[Date>>
[[Title>>[[FirstName>>[[LastName>>
[[Address1>>
[[City>>,[[State>>[[PostalCode>>
Stock Option Agreement
Dear[[FirstName>>,
IOMED, Inc. (the "Company"), by and through its Stock Option Committee, has
determined that the Company will extend to you an Non-Incentive Stock Option,
pursuant to the Company's 1988 Stock Option Plan (the "Plan"), to purchase
certain of the Company's Common Shares.
Therefore, on behalf of the Company, I am pleased to notify you that on
[[BODMtgDate>> the Company granted to you a Non-Incentive Stock Option (the
"Option") to purchase up to [[TotalShares>> shares of the Company's Common
Shares, par value $.001 per share, at the option purchase price of [[Price>> per
share. Your Option will be governed by the Plan and by this Non-Incentive Stock
Option Agreement.
A copy of the Plan is attached to this Agreement as Exhibit "A", and since your
Option is subject to all of the terms and conditions of the Plan, the Company
urges you to read the Plan, in its entirety, very carefully. Please note that,
in accordance with paragraph 6(e) of the Plan, your Option must be exercised, if
at all, on or before the close of business on the [[ExpirationDate>>.
Additionally, pursuant to paragraph 12 of the Plan, the Company, or its
designee(s), have a right of first refusal to purchase from you the Common
Shares of the Company which you acquire by exercising your Option. Therefore,
you may not sell, transfer, pledge, encumber or otherwise hypothecate any of the
Common Shares of the Company which you acquire pursuant to the exercise of your
Option unless and until you have notified the Company of the proposed
transaction and given the Company, or its designee(s), the opportunity to
exercise their right to purchase such Common Shares from you.
The Board of Directors has determined that your Option may be exercised upon the
following dates and as to the number of Common Shares indicated:
Date Number of Shares
---- ----------------
On or after [[FirstDate>> [[NoofShares1>> shares
On or after the first day of each
succeeding month up to and including
[[SecondDate>>(46 months total) [[NoofShares2>>shares each month
On or after [[ThirdDate>> [[NoofShares3>> shares
[[Title>>[[FirstName>>[[LastName>>
[[Date>>
Page Two
At such time as you shall determine to exercise your Option, in whole or in
part, you must furnish written notice of your intention to so exercise to the
President of the Company. Such written notice must indicate the date of
exercise, must indicate the number of Common Shares to be purchased and must be
accompanied by full payment of the option purchase price. Additionally, you must
provide the Company with an "investment letter" concerning the Common Shares
which you will acquire upon your exercise of the Option. Such written notice,
the accompanying payment of the option purchase price and the investment letter
may be delivered to the Company in person or by mail. If mailed, the written
notice, accompanying payment and investment letter should be sent to the Company
by certified United States mail, with return receipt requested.
Attached hereto as Exhibit "B" is a combined form of written notice of exercise
and investment letter which meets all of the requirements of the Plan. You will
greatly assist the Company and expedite the issuance by the Company of the
Common Shares covered by your Option, if you will use the form attached hereto
as Exhibit "B" when you desire to exercise your Option.
Please acknowledge your receipt of this Agreement, and your agreement to be
bound by all of the terms and conditions set forth in the Plan and this
Agreement, by executing the attached copy of this Agreement and returning it to
the undersigned.
Should you have any questions in regard to your Non-Incentive Stock Option,
please contact the undersigned, or any officer or director of the Company.
Sincerely,
IOMED, INC.
President and CEO
Received and agreed to this ______ day of ______________, 199___.
--------------------------------
[[NameInCaps>>
EXHIBIT 'B'
IOMED, Inc.
0000 Xxxx 0000 Xxxxx, Xxxxx X
Xxxx Xxxx Xxxx, Xxxx 00000
Attn: President
Plan Administrator:
IOMED, Inc., a Utah corporation (the "Company"), has granted to the undersigned
an option (the "Option"), pursuant to the Company's 1988 Stock Option Plan (the
"Plan"), to purchase certain of the Company's authorized, but unissued Common
Shares. The Option is evidenced by a Stock Option Agreement date
________________________, [[Year>>.
I hereby notify the Company, in accordance with the Plan, that I desire to
exercise my Option by purchasing a total of _________ Common Shares of the
Company (the "Shares"). Attached hereto is a check, made payable to the Company,
in the amount of $___________ in full payment of the option purchase price of
the Shares.
In order to induce the Company to permit me to exercise the Option and to
register the Shares in my name upon the books and records of the Company, the
undersigned hereby acknowledges to and agrees with the Company that:
1. I have received and read a copy of the Plan.
2. The Shares have not been registered under the Securities Act of
1933, as amended (the "ACT"), the Company does not presently intend to register
the Shares under the Act, and the Company is under no obligation whatsoever to
cause the Shares to be registered under the Act in the future.
3. The Shares, when issued to me, will constitute "restricted
securities" as that term is defined in Rule 144, as promulgated under the Act.
4. I may not sell, transfer or otherwise dispose of the Shares unless
and until they are registered under the Act, or the Company has received an
opinion of counsel (which may be counsel for the Company), which is reasonably
satisfactory in form and content to the Company, stating that such sale,
transfer or other disposition is exempt from the registration requirements of
the Act.
5. I am acquiring the Shares solely for my own account, for investment
purposes only, and not with a view to the distribution or resale thereof, or
with any present intention of selling or otherwise transferring the Shares or
any interest therein.
6. I will not sell, transfer, pledge, encumber or otherwise hypothecate
the Shares unless and until I have offered the Company, or its designee(s), the
opportunity to acquire the Shares in strict accordance with the Right of First
Refusal described in the Plan.
7. In order to evidence my investment intent, and in order to comply
with the provisions of the Plan, I agree that such restrictive legends as may be
deemed appropriate by the Company may be placed upon the certificate or
certificates evidencing the Shares.
The undersigned hereby specifically agrees that the Company may rely upon the
acknowledgements and agreements which are set forth in this letter.
Sincerely,
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[Signature of the Optionee]
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[Name of the Optionee]
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[Address of the Optionee]
Dated: ________________________
