NON-QUALIFIED STOCK OPTION
AGREEMENT
ATS Medical, Inc.
(the “Company”) has adopted the ATS Medical, Inc. 2000
Stock Incentive Plan (the “Plan”) which permits the
issuance of stock options for the purchase of shares of common
stock, $.01 par value, of the Company (the “Common
Stock”), and the Company has taken all necessary actions to
grant this Option to you (the “Optionee”) pursuant and
subject to the terms of the Plan, as follows:
1. Grant
of Option . The Company grants as of the date of this
agreement, the right and option (hereinafter called the
“Option”) to purchase all or any part of an aggregate
number of shares of Common Stock (the “Shares”) at the
price per share provided pursuant to the Notice of Grant of Stock
Options and Option Agreement (the “Notice”), which
constitutes the first page of this agreement, and on the terms and
conditions set forth herein and in the Plan. It is understood and
agreed that the Option price is not less than the per share fair
market value of such Shares on the date this Option was granted.
The Company intends that this Option shall not be an
incentive stock option governed by the provisions of
Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”). A copy of the Plan will be furnished upon
request of the Optionee.
2.
Termination of Option and Vesting of Option Rights
.
(a) This
Option shall in all events terminate at the close of business on
the date of expiration contained in the Notice (the
“Termination Date”) or such shorter period as is
prescribed herein. The Option may be exercised during the Option
period only as described in the vesting schedule contained in the
Notice.
(b) During
the lifetime of the Optionee, this Option shall be exercisable only
by Optionee (except as otherwise provided in Section 3(c)) and
shall not be assignable or transferable by Optionee, other than by
will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the
Code.
3.
Exercise of Option after Death or Termination of Employment
. This Option shall terminate and may no longer be exercised if the
Optionee ceases to be employed by the Company or its subsidiaries,
if any, except that:
(a) In the
event that the Optionee shall cease to be employed by the Company
or its subsidiaries, if any, for the reason other than the
Optionee’s gross and willful misconduct or death or
disability, the Optionee shall have the right to exercise this
Option at any time within three months after such termination of
employment to the extent of the full number of Shares the Optionee
was entitled to purchase under this Option on the date of
termination.
(b) In the
event that the Optionee shall cease to be employed by the Company
or its subsidiaries, if any, by reason of the Optionee’s
gross and willful misconduct during the course of employment,
including but not limited to wrongful appropriation of funds of the
Company or
1
the commission
of a gross misdemeanor or felony, this Option shall be terminated
as of the date of the misconduct.
(c) In the
event that the Optionee shall die while in the employ of the
Company or any subsidiary, if any, or within three months after
termination of employment for any reason other than gross and
willful misconduct, or become disabled (within the meaning of
Section 22(e)(3) of the Code) while in the employ of the
Company or a subsidiary, if any, and the Optionee shall not have
fully exercised this Option, this Option may be exercised at any
time within twelve months after the Optionee’s death or
disability by the Optionee, the personal representatives,
administrators, or, if applicable, guardian of the Optionee or by
any person or persons to whom this Opti
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