Exhibit 10.2
SEVENTH AMENDED AND
RESTATED
KENSEY NASH
CORPORATION
EMPLOYEE INCENTIVE
COMPENSATION PLAN
STOCK OPTION
AGREEMENT
THIS STOCK OPTION AGREEMENT, dated
as of [
] , is between KENSEY NASH CORPORATION, a Delaware corporation
(the “ Company ”), and the employee (the “
Participant ”) designated on the attached Notice of
Grant of Stock Options of the Company (the “ Notice
”) (the Notice and this Stock Option Agreement hereinafter
referred to as this “ Agreement ”). All
capitalized terms not otherwise defined in this Agreement shall
have the meaning set forth in the Plan.
WHEREAS, the Committee desires, by affording the
Participant an opportunity to purchase shares of the
Company’s Common Stock as hereinafter provided, to carry out
the purposes of the Seventh Amended and Restated Kensey Nash
Corporation Employee Incentive Compensation Plan, as amended from
time to time (the “ Plan ”); and
WHEREAS, the Committee has duly made all determinations
necessary or appropriate to the grants hereunder;
NOW, THEREFORE,
in consideration of the premises and
the mutual covenants hereinafter set forth and for other good and
valuable consideration, receipt of which is hereby acknowledged,
the parties hereto have agreed, and do hereby agree, as
follows:
1. Grant of Option, Option Price
and Term .
(a) The Committee hereby grants to
the Participant on [
] (the “ Grant Date ”), as a matter of
separate agreement and not in lieu of salary or any other
compensation for services, the right and option (the “
Option ”) to purchase the number of shares of the
Common Stock of the Company designated on the Notice (“
Option Shares ”) on the terms and conditions herein
set forth.
(b) For each of the Option Shares
purchased, the Participant shall pay to the Company [
($
) ] per share, which, as of the date of this Agreement, is
not less than the Fair Market Value of a share of Common Stock (the
“ Option Price ”). Accordingly, the aggregate
Option Price to exercise all of the Option is as specified on the
Notice (“ Aggregate Option Price ”).
(c) The term of the Option shall be
a period of ten (10) years from the Grant Date (the “
Option Period ”). During the Option Period, the Option
shall be exercisable in accordance with the schedule set forth on
the Notice.
(d) The Option granted hereunder is
designated as a nonqualified stock option.
(e) The Company shall not be
required to issue any fractional Option Shares.
2. Termination of Option . Subject to
Paragraph 1(c):
(a) If the Participant incurs an
involuntary (as to the Participant) Termination of Service for
reasons other than Cause, Disability or death, or if the
Participant incurs a Termination of Service that constitutes a
Retirement, then (i) any vested portion of the Option shall be
cancelled ninety (90) days after such Termination of Service
or after the expiration of the remaining Option Period, whichever
period is shorter, and (ii) any unvested portion of the Option
shall immediately be cancelled.
(b) If the Participant incurs a
Termination of Service on account of his or her Disability or
death, then the Option shall be cancelled on the one (1) year
anniversary of such Termination of Service, or after the expiration
of the remaining Option Period, whichever period is
shorter.
(c) If the Participant incurs a
Termination of Service that is either (i) for Cause or
(ii) voluntary on the part of the Participant (other than
Retirement), then the Option will automatically be cancelled on the
date of such Termination of Service.
The Participant’s Termination
of Service due to death or Disability shall result in the Option
becoming fully vested and exercisable. The Participant’s
Termination of Service for reasons other than death or Disability
shall not accelerate the percentage of Option Shares otherwise
exercisable with respect to the Participant. Any portion of the
Option that is not exercisable as of the Participant’s
Termination of Service (other than an Option that becomes fully
exercisable upon Termination of Service due to death or Disability)
shall be cancelled on the date of such Termination of
Service.
3. Exercise . The Option
shall be exercisable during the Participant’s lifetime only
by the Participant, and, after the Participant’s death, only
by a Representative. The Option may only be exercised by the
delivery to the Company of a properly completed written notice, in
a form satisfactory to the Committee, which notice shall specify
the number of Option Shares to be purchased and the aggregate
Option Price for such shares, together with payment in full of such
aggregate Option Price. Payment shall only be made:
(a) in cash or by check;
(b) by the delivery to the Company
of a valid and enforceable stock certificate (or certificates)
representing shares of Common Stock, which is endorsed in blank or
accompanied by an executed stock power (or powers) and guaranteed
in a manner acceptable to the Committee;
(c) by authorizing the Company to
retain shares of Common Stock that would otherwise be issuable upon
exercise of such Option, thereby reducing the number of shares of
Common Stock to be issued and delivered to the Participant upon
such exercise;
(d) in cash by a broker-dealer to
whom the Participant has submitted an irrevocable notice of
exercise; or
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(e) in any combination of (a), (b),
(c), or (d).
If any part of the payment of the
Option Price is made in shares of Common Stock, such shares shall
be valued by using their Fair Market Value as of their date of
delivery.
The Option shall not be exercised
unless there has been compliance with all the preceding provisions
of this Paragraph 3, and, for all purposes of this Agreement, the
date of the exercise of the Option shall be the date upon which
there is compliance with all such requirements.
4. Requirements of Law;
Registration and Transfer Requirements . The Company shall not
be required to sell or issue any shares under the Option if the
issuance of such shares shall constitute a violation of any
provision of any law or regulation of any governmental authority.
The Option and each and every obligation of the Company hereunder
are subject to the requirement that the Option may not be exercised
or performed, in whole or in part, unless and until the Option
Shares are listed, registered or qualified, properly marked with a
legend or other notation, or otherwise restricted, as is provided
for in the Plan. The inability of the Company to obtain approval
from any regulatory body having authority deemed by the Company to
be necessary to the lawful issuance and transfer of any Shares
pursuant to this Agreement shall relieve the Company of any
liability with res
