Exhibit 10.2
Aspect Medical Systems, Inc.
Nonstatutory Stock Option Agreement
Granted Under 1998 Director Stock Option Plan
1. Grant of Option
.
This agreement evidences the
grant by Aspect Medical Systems, Inc., a Delaware corporation (the
“Company”), on [date of grant] to [director name], a
director of the Company (the “Participant”), of an
option to purchase, in whole or in part, on the terms provided
herein and in the Company’s Amended and Restated 1998
Director Equity Incentive Option Plan (the “Plan”), a
total of [insert number of shares] shares of common stock, $0.01
par value per share, of the Company (“Common Stock”)
(the “Shares”) at $[insert price per share] per Share.
Unless earlier terminated, this option shall expire on [ten years
from date of grant] (the “Final Exercise
Date”).
It is intended that the option
evidenced by this agreement shall not be an incentive stock option
as defined in Section 422 of the Internal Revenue Code of
1986, as amended and any regulations promulgated thereunder (the
“Code”). Except as otherwise indicated by the context,
the term “Participant”, as used in this option, shall
be deemed to include any person who acquires the right to exercise
this option validly under its terms.
2. Vesting Schedule
.
This option will become
exercisable (“vest”) as to 33.33% of the original
number of Shares on the first, second, and third anniversary of the
Grant Date. This option shall expire upon, and will not be
exercisable after, the Final Exercise Date.
The right of exercise shall be
cumulative so that to the extent the option is not exercised in any
period to the maximum extent permissible it shall continue to be
exercisable, in whole or in part, with respect to all shares for
which it is vested until the earlier of the Final Exercise Date or
the termination of this option under Section 3 hereof or the
Plan.
3. Exercise of Option
.
(a) Form
of Exercise . Each election to exercise this option shall be in
writing, signed by the Participant, and received by the Company at
its principal office, accompanied by this agreement, and payment in
full
