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Exhibit
10.3
MIMEDX,
INC.
2006 STOCK INCENTIVE
PLAN
Incentive Stock Option
Award Agreement
(Employees)
THIS AGREEMENT
(together with Schedule A, attached hereto, the
“Agreement”), effective as of the date specified as the
“Grant Date” on Schedule A attached hereto, between
MIMEDX, INC., a Florida corporation (the
“Corporation”), and the individual identified on
Schedule A attached hereto, an Employee of the Corporation or an
Affiliate (the “Participant”);
R E C
I T A L S :
In furtherance of
the purposes of the MiMedx, Inc 2006 Stock Incentive Plan, as it
may be hereafter amended (the “Plan”), the Corporation
and he Participant hereby agree as follows:
1. Incorporation
of Plan . The rights and duties of the Corporation and the
Participant under this Agreement shall in all respects be subject
to and governed by the provisions of the Plan, the terms of which
are incorporated herein by reference. In the event of any conflict
between the provisions in the Agreement and those of the Plan, the
provisions of the Plan shall govern. Unless otherwise defined
herein, capitalized terms in this Agreement shall have the same
definitions as set forth in the Plan.
2. Grant of
Option; Term of Option . The Corporation hereby grants to the
Participant pursuant to the Plan, as a matte of separate inducement
and agreement in connection with his or her employment or service
to the Corporation, and not n lieu of any salary or other
compensation for his or her services, the right and Option (the
“Option”) to purchase all or any part of such aggregate
number of shares (the “Shares”) of common stock of the
Corporation (the “Common Stock”) at a purchase price
(the “Option Price”) as specified on Schedule A
attached hereto, and subject to such other terms and conditions as
may be stated herein or in the Plan or on Schedule A. The
Participant expressly acknowledges that the terms of Schedule A
shall be incorporated herein by reference and shall constitute part
of this Agreement. The Corporation and the Participant further
acknowledge and agree that the signatures of the Corporation and
the Participant on the Grant Notice contained in Schedule A shall
constitute their acceptance of all of the terms of this Agreement
and their agreement to be bound by the terms of this Agreement
. The Option (or any portion thereof) shall be designated as an
Incentive Option, as stated on Schedule A. To the extent that the
Option or any portion thereof is designated as an Incentive Option
and such Option does not qualify as an Incentive Option, the Option
or portion thereof shall be treated as a Nonqualified Option.
Except as otherwise provided in the Plan or this Agreement, this
Option will expire if not exercised in full by the Expiration Date
specified on Schedule A.
3. Exercise of
Option . Subject to the terms of the Plan and this Agreement,
the Option shall become exercisable on the date or dates, and
subject to such conditions, as are set forth on Schedule A attached
hereto. To the extent that an Option which is exercisable is not
exercised, such Option shall accumulate and be exercisable by the
Participant in whole or in part at any time prior to expiration of
the Option, subject to the terms of the Plan and this
Agreement.
The Participant expressly
acknowledges that the Option may vest and be exercisable only upon
such terms and conditions as are provided in this Agreement and the
Plan . Upon the exercise of an Option in whole or in part and
payment of the Option Price in accordance with the provisions of
the Plan and this Agreement, the Corporation shall, as soon
thereafter as practicable, deliver to the Participant a certificate
or certificates for the Shares purchased. Payment of the Option
Price may be made (i) in cash or by cash equivalent; and,
where permitted by applicable law, payment may also be made
(ii) by delivery (by either actual delivery or attestation) of
shares of Common Stock owned by the Participant (subject to such
terms and conditions, if any, as may be determined by the
Administrator); (iii) by shares of Common Stock withheld upon
exercise but only if and to the extent that payment by such method
does not result in variable accounting or other accounting
consequences deemed unacceptable to the Corporation; (iv) in
the event that a Public Market (as defined in the Plan) for the
Common Stock exists, by delivery of written notice of exercise to
the Corporation and delivery to a broker of written notice of
exercise and irrevocable instructions to promptly deliver to the
Corporation the amount of sale or loan proceeds to pay the Option
Price; (v) by such other payment methods as may be approved by
the Administrator and which are acceptable under applicable law; or
(vi) by any combination of the foregoing methods. Shares
delivered or withheld in payment of the Option Price shall be
valued at their Fair Market Value on the date of exercise,
determined in accordance with the terms of the Plan.
4. No Right of
Employment or Service; Forfeiture of Option . Neither the Plan,
this Agreement nor any other action related to the Plan shall
confer upon the Participant any right to continue in the employment
or service of the Corporation or an Affiliate or interfere with the
right of the Corporation or an Affiliate to terminate the
Participant’s employment or service at any time. Except as
otherwise expressly provided in the Plan or this Agreement or as
determined by the Administrator, all rights of the Participant with
respect to the Option shall terminate upon termination of the
employment of the Participant with the Corporation or an Affiliate.
Notwithstanding any thing to the contrary herein or in the Plan, if
Participant’s employment with the Corporation terminates for
any reason prior to the expiration of ninety (90) days from
the date of commencement of Participant’s employment, then
all Options granted, whether or not vested, shall upon such
termination be forfeited in full and shall no longer be of any
force or effect.
5. Termination
of Employment . Unless the Administrator determines otherwise,
the Option shall not be exercised unless the Participant is, at the
time of exercise, an Employee and has been an Employee continuously
since the date the Option was granted, subject to the
following:
(a) The
employment relationship of the Participant shall be treated as
continuing intact for any period that the Participant is on
military or sick leave or other bona fide leave of absence,
provided that the period of such leave does not exceed 90 days, or,
if longer, as long as the Participant’s right to reemployment
is guaranteed either by statute or by contract. The employment
relationship of the Participant shall also be treated as continuing
intact while the Participant is not in active service because of
Disability. The Administrator shall have sole authority to
determine whether the Participant is disabled and, if applicable,
the Participant’s Termination Date.
2
(b) Unless
the Administrator determines otherwise (subject to any requirements
imposed under Code Section 409A), if the employment of the
Participant is terminated because of Disability or death, the
Option may be exercised only to the extent vested and exercisable
on the Participant’s Termination Date. The Option must be
exercised, if at all, prior to the first to occur of the following,
whichever shall be applicable (X) the close of the period of
one year next succeeding the Termination Date; or (Y) the
close of the Option Period. In the event of the Participant’s
death, the Option shall be exercisable by such person or persons as
shall have acquired the right to exercise the Option by will or by
the laws of intestate succession.
(c) Unless
the Administrator determines otherwise (subject to any requirements
imposed under Code Section 409A), if the employment of the
Participant is terminated for any reason other than Disability,
death or for Cause, the Option may be exercised to the extent
vested and exercisable on his or her Termination Date. The Option
must be exercised, if at all, prior to the first to occur of the
following, whichever shall be applicable: (X) the close of the
period of three months next succeeding the Termination Date; or
(Y) the close of the Option period. If the Participant dies
following such termination of employment and prior to the date
specified in (X) of this subparagraph (c), the Participant
shall be treated as having died while employed under subparagraph
(b) immediately preceding (treating for this purpose the
Participant’s date of termination of employment as the
Termination Date). In the event of the Participant’s death,
the Option shall be exercisable by such person or persons as shall
have acquired the right to exercise the Option by will or by the
laws of intestate succession.
(d) Unless
the Administrator determines otherwise (subject to any requirements
imposed under Code Section 409A), if the employment of the
Participant is terminated for Cause, the Option shall lapse and no
longer be exercisable as of his or her Termination Date, as
determined by the Administrator.
6. Notice of
Disposition . To the extent that this Option is designated as
an Incentive Option, if Shares of Common Stock acquired upon
exercise of the Option are disposed of within two years following
the date of grant or one year following the transfer of
such
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