CARDIOTECH INTERNATIONAL, INC. NONQUALIFIED STOCK OPTION AGREEMENTOption Agreement |
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Exhibit 10.1
CARDIOTECH INTERNATIONAL, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
1.
Dated
as of the Date of Grant/Award set forth above (the “
Grant
Date ”), a Stock Option (the “ Option
”) is hereby granted to the above-named
Optionee. The award of this Option (the “
Award ”)
conveys to the Optionee the right to purchase from Cardiotech
International, Inc. (the “ Company
”) up to 160,000 shares of common stock (the “
Option
Shares ”) at an exercise price of $2.57 per share, the
fair market value of the Company’s common stock on the last
business day prior to the Grant Date. The Option Shares
are fully vested on the Vesting Date. The Option awarded hereunder
is intended to be a nonqualified stock option and is specifically
not intended to be treated as an Incentive Stock Option as such
term is defined under Section 422 of the Internal Revenue
Code.
2.
DEFINITIONS Whenever used herein, the following terms shall
have their respective meanings set forth below:
(a)
“Change in Control” shall mean an Ownership Change
Event or a series of related Ownership Change Events
(collectively, a “Transaction”) wherein the
stockholders of the Company, immediately before a Transaction,
do not retain immediately after a Transaction, in
substantially the same proportions as their ownership of
shares of the Company's voting stock immediately before a
Transaction, direct or indirect beneficial ownership of more
than fifty percent (50%) of the total combined voting power of
the outstanding voting securities of the Company or, in the
case of a Transaction involving the sale, exchange or transfer
of all or substantially all of the Company's assets, the
corporation or other business entity to which the assets of
the Company were transferred (the “Transferee”),
as the case may be. For purposes of the preceding sentence,
indirect beneficial ownership shall include, without
limitation, an interest resulting from ownership of the voting
securities of one or more corporations or other business
entities which own the Company or the Transferee, as the case
may be, either directly or through one or more subsidiary
corporations or other business
entities. The Board of Directors of the Company (the
“Board”) shall have the right to determine whether
multiple sales or exchanges of the voting securities of the
Company or multiple Ownership Change Events are related, and
its determination shall be final, binding and
conclusive.
(b)
“Code” means the Internal Revenue Code of 1986, as
amended, and any applicable regulations promulgated
thereunder.
(c)
An “Ownership Change Event” shall be deemed to
have occurred if any of the following occurs with respect to
the Company: (i) the direct or indirect sale or exchange
in a single or series of related transactions by the
stockholders of the Company of more than fifty percent (50%)
of the voting stock of the Company; (ii) a merger or
consolidation in which the Company is a party; (iii) the
sale, exchange, or transfer of all or substantially all of the
assets of the Company; or (iv) a liquidation or
dissolution of the Company.
(d)
“Parent Corporation” means any present or future
“parent corporation” of the Company, as defined in
Section 424(e) of the Code.
(e)
“Participating Company” means the Company or any
Parent Corporation or Subsidiary Corporation.
(f)
“Service” means the Optionee’s employment or
service with the Company, whether in the capacity of an
employee, a director or a consultant. The Optionee’s
Service shall not be deemed to have terminated merely because
of a change in the capacity in which the Optionee renders
Service to the Company or a change in the Participating
Company for which the Optionee renders such Service, provided
that there is no interruption or termination of the
Optionee’s Service. Furthermore, the Optionee’s
Service with the Company shall not be deemed to have
terminated if the Optionee takes any military leave, sick
leave, or other bona fide leave of absence approved by the
Company; provided, however, that if any such leave exceeds
ninety (90) days, on the ninety-first (91st) day of such
leave the Optionee’s Service shall be deemed to have
terminated unless the Optionee’s right to return to
Service with the Company is guaranteed by statute or contract.
Notwithstanding the foregoing, unless otherwise designated by
the Company or required by law, a leave of absence shall not
be treated as Service for purposes of this Agreement unless
determined otherwise by the Company. The
Optionee’s Service shall be deemed to have terminated
either upon an actual termination of service or upon the
corporation for which the Optionee performs services ceasing
to be a Participating Company. Subject to the foregoing, the
Company, in its discretion, shall determine whether
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