CARDIOGENESIS CORPORATION
DIRECTOR STOCK OPTION PLAN
STOCK OPTION AGREEMENT
(AS AMENDED THROUGH FEBRUARY
2009)
1. Grant
of Option . The Plan Administrator of Cardiogenesis
Corporation, a California corporation (the “ Company
”), hereby grants to the person (the “ Optionee
”) named in the “Notice of Grant” to which this
Stock Option Agreement is attached, an option (the “
Option ”) to purchase the number of Shares set forth
in the Notice of Grant. The Option is being granted on the date
(the “ Grant Date ”) set forth in the Notice of
Grant at the exercise price per share set forth in the Notice of
Grant (the “ Exercise Price ”). The Option is
subject to the terms and conditions of the Company’s Director
Stock Option Plan as amended through February 2009 (the
“ Plan ”), which is incorporated herein by
reference. In the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Stock
Option Agreement, the terms and conditions of the Plan shall
prevail. Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Stock Option
Agreement.
If
designated in the Notice of Grant as an Incentive Stock Option
(“ ISO ”), this Option is intended to qualify as
an Incentive Stock Option under Section 422 of the Code.
However, if this Option is intended to be an Incentive Stock
Option, to the extent that it exceeds the $100,000 rule of Code
Section 422(d) it shall be treated as a Non-statutory Stock Option
(“ NSO ”).
(a)
Right to Exercise . This Option may be exercised, in whole
or in part, in accordance with the following schedule:
This
Option is exercisable during its term in accordance with such
vesting schedule and the applicable provisions of the Plan and this
Stock Option Agreement; provided, however, that the Option shall
not be exercised for less than twenty percent (20%) of the initial
number of shares of Optioned Stock unless it is exercised for all
of the shares of Optioned Stock which are able to then be acquired
by exercise of the Option. In the event of Optionee’s death,
Disability or other termination of Optionee’s employment or
consulting relationship, the exercisability of the Option is
governed by the applicable provisions of the Plan and this Stock
Option Agreement.
(b)
Method of Exercise . This Option is exercisable by delivery
of an exercise notice, in the form attached as
Exhibit A (the “ Exercise Notice ”),
which shall state the election to exercise the Option, the number
of Shares in respect of which the Option is being exercised (the
“ Exercised Shares ”), and such other
representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. The Exercise Notice shall
be signed by the Optionee and shall be delivered in person or by
certified mail to the Secretary of the Company. The Exercise Notice
shall be accompanied by payment of the aggregate Exercise Price as
to all Exercised Shares. This Option shall be deemed to be
exercised upon receipt by the Company of such fully executed
Exercise Notice accompanied by such aggregate Exercise
Price.
No
Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with all relevant
provisions of law and the requirements of any stock exchange or
quotation service upon which the Shares are then listed. Assuming
such compliance, for income
tax purposes
the Exercised Shares shall be considered transferred to the
Optionee on the date the Option is exercised with respect to such
Exercised Shares.
3. Method
of Payment . Payment of the aggregate Exercise Price shall be
by any of the following, or a combination thereof, at the election
of the Optionee:
(c) delivery
of a properly executed exercise notice together with such other
documentation as the Administrator and a stock broker, if
applicable, shall require to effect an exercise of the Option and
delivery to the Company of the sale or loan proceeds required to
pay the exercise price from the sale of some or all of the
exercised Shares by a stock broker; or
(d) surrender
of other Shares which (i) in the case of Shares acquired upon
exercise of an option, have
