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E XHIBIT
10.14A
C
ARDIODYNAMICS I NTERNATIONAL C
ORPORATION
2004 STOCK INCENTIVE
PLAN
N OTICE
OF S TOCK O PTION G
RANT
You have been granted the
following Option to purchase Common Stock of C
ARDIODYNAMICS I NTERNATIONAL C
ORPORATION (the “Company”) under the
Company’s 2004 Stock Incentive Plan (the
“Plan”):
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| Name of
Optionee: |
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[Name of
Optionee] |
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Total Number of Option Shares
Granted:
Type of Option:
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[Total Number of Shares]
[ISO or NQSO]
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| Exercise Price Per Share: |
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$_________ |
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| Grant
Date: |
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[Date of
Grant] |
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| Vesting Commencement Date: |
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[Vesting
Commencement Date] |
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| Vesting
Schedule: |
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This Option
becomes exercisable with respect to the first __ of the shares
subject to this Option when you complete __ months of continuous
“Service” (as defined in the Plan) from the Vesting
Commencement Date. Thereafter, this Option becomes exercisable with
respect to an additional ___ of the shares subject to this Option
when you complete each additional month of Service. |
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| Expiration Date: |
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[Expiration
Date] This Option expires earlier if your Service terminates
earlier, as described in the Stock Option Agreement. |
C
ARDIODYNAMICS I NTERNATIONAL C
ORPORATION
N OTICE
OF S TOCK O PTION G
RANT
By accepting this Option, you
agree that this Option is granted under and governed by the term
and conditions of the Plan and the Stock Option Agreement, both of
which are attached to and made a part of this document.
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| C ARDIODYNAMICS I
NTERNATIONAL C
ORPORATION |
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| By: |
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| Title: |
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C
ARDIODYNAMICS I NTERNATIONAL C
ORPORATION
N OTICE
OF S TOCK O PTION G
RANT
C
ARDIODYNAMICS I NTERNATIONAL C
ORPORATION
2004 STOCK INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
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| Tax
Treatment |
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This Option
is intended to be an incentive stock option under Section 422 of
the Internal Revenue Code or a nonstatutory option, as provided in
the Notice of Stock Option Grant. Even if this Option is designated
as an incentive stock option, it shall be deemed to be an
nonstatutory option to the extent required by the $100,000 annual
limitation under Section 422(d) of the Internal Revenue
Code. |
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| Vesting |
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This Option
becomes exercisable in installments, as shown in the Notice of
Stock Option Grant. This Option will in no event become exercisable
for additional shares after your Service has terminated for any
reason. |
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| Term |
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This Option
expires in any event at the close of business at Company
headquarters on the day before the 10th anniversary of the Grant
Date, as shown on the Notice of Stock Option Grant (fifth
anniversary for a more than 10% stockholder as provided under the
Plan if this is an incentive stock option). This Option may expire
earlier if your Service terminates, as described below. |
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| Regular
Termination |
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If your
Service terminates for any reason except Misconduct (as defined
below), death or “Total and Permanent Disability” (as
defined in the Plan), then this Option will expire at the close of
business at Company headquarters on the date three (3) months after
the date your Service terminates (or, if earlier, the Expiration
Date). The Company has discretion to determine when your Service
terminates for all purposes of the Plan and its determinations are
conclusive and binding on all persons. |
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| Misconduct |
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If your Service terminates by reason of
Misconduct, then this Option will expire on the date of such
termination.
Misconduct means the commission of any
act of fraud, embezzlement or dishonesty by you, any unauthorized
use or disclosure by you of confidential information or trade
secrets of the Company (or any Parent or Subsidiary), or any other
intentional misconduct by you affecting the business or affairs of
the Company (or any Parent or Subsidiary) in a material manner. The
foregoing definition shall not be deemed to be inclusive of all the
acts or omissions which the Company (or any Parent or Subsidiary)
may consider as grounds for your dismissal or discharge.
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C
ARDIODYNAMICS I NTERNATIONAL C
ORPORATION
S TOCK O
PTION A GREEMENT
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| Death |
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If your
Service terminates because of your death, or you die within three
months after your Service terminates for any other reason except
Misconduct or Total and Permanent Disability, then this Option will
expire at the close of business at Company headquarters on the date
12 months after the date of your death (or, if earlier, the
Expiration Date). During that period of up to 12 months, your
estate or heirs may exercise the Option. |
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| Disability |
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If your
Service terminates because of your Total and Permanent Disability,
then this Option will expire at the close of business at Company
headquarters on the date 12 months after the date your Service
terminates (or, if earlier, the Expiration Date). |
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| Corporate
Transaction |
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If this Option is assumed, replaced or
otherwise continued following a Change in Control (as defined in
the Plan), and not otherwise accelerated at that time, then in the
event that your Service is subsequently terminated by reason of an
Involuntary Termination (as defined below) within 18 months
following the effective date of the Change in Control, this Option
shall become fully vested and exercisable and remain exercisable
until the date 12 months after the effective date of the Change in
Control (or , if earlier, the Expiration Date).
Involuntary Termination means the
termination of your Service by reason of:
(i) your involuntary dismissal or
discharge by the Company (or its successor) for reasons other than
Misconduct, or
(ii) your voluntary resignation
following (A) a change in your position with the Company (or its
successor) which materially reduces your level of responsibility,
(B) a reduction in your level of compensation (including base
salary, fringe benefits and any non-discretionary and
objective-standard incentive payment or bonus award) by more than
15% or (C) a relocation of your place of employment by more than 50
miles, provided and only if such change, reduction or relocation is
effected by the Company (or its successor) without your
consent.
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| Leaves of
Absence |
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For purposes
of this Option, your Service does not terminate when you go on a
military leave, a sick leave or another bona fide leave of
absence, if the leave was approved by the Company in writing and if
continued crediting of Service is required by the terms of the
leave or by applicable law. But your Service terminates when the
approved leave ends, unless you immediately return to active
work. |
C
ARDIODYNAMICS I NTERNATIONAL C
ORPORATION
S TOCK O
PTION AGREEMENT
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If you go on
a leave of absence, then the vesting schedule specified in the
Notice of Stock Option Grant may be adjusted in accordance with the
Company’s leave of absence policy or the terms of your leave.
If you commence working on a part-time basis, then the vesting
schedule specified in the Notice of Stock Option Grant may be
adjusted in accordance with the Company’s part-time work
policy or the terms of an agreement between you and the Company
pertaining to your part-time schedule. |
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| Restrictions on Exercise |
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The Company
will not permit you to exercise this Option if the issuance of
shares at that time would violate any law or regulation. 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 sale of the Company stock pursuant to this
Option shall relieve the Company of any liability with respect to
the non-issuance or sale of the Company stock as to which such
approval shall not have been obtained. However, the Company shall
use its best efforts to obtain such approval. |
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| Notice of
Exercise |
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When you
wish to exercise this Option you must notify the Company by
completing the attached “Notice of Exercise of Stock
Option” form and filing it with the Human Resources
Department of the Company. You notice must specify how many shares
you wish to purchase. Your notice must also specify how your shares
should be registered. The notice will be effective when it is
received by the Company. If someone else wants to exercise this
Option after your death, that person must prove to the
Company’s satisfaction that he or she is entitled to do
so. |
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| Form of
Payment |
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When you
submit your notice of exercise, you must include payment of the
Option exercise price for the shares you are purchasing. Payment
may be made in the following form(s): |
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• Your
personal check, a cashier’s check or a money
order.
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C
ARDIODYNAMICS I NTERNATIONAL C
ORPORATION
Stock Option
agreement
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• Certificates
for shares of Company stock that you own, along with any forms
needed to effect a transfer of those shares to the Company. The
value of the shares, determined as of the effective date of the
Option exercise, will be applied to the Option exercise price.
Instead of surrendering shares of Company stock, you may attest to
the ownership of those shares on a form provided by the Company and
have the same number of shares subtracted from the Option shares
issued to you. However, you may not surrender, or attest to the
ownership of shares of Company stock in payment of the exercise
price if your action would cause the Company to recognize a
compensation expense (or additional compensation expense) with
respect to this Option for financial reporting purposes.
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• By
delivering on a form approved by the Committee of an irrevocable
direction to a securities broker approved by the Company to sell
all or part of your Option shares and to deliver to the Company
from the sale proceeds in an amount sufficient to pay the Option
exercise price and any withholding taxes. The balance of the sale
proceeds, if any, will be delivered to you. The directions must be
given by signing a special “Notice of Exercise” form
provided by the Company.
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• Irrevocable
directions to a securities broker or lender approved by the Company
to pledge Option shares as security for a loan and to deliver to
the Company from the loan proceeds an amount sufficient to pay the
Option exercise price and any withholding taxes. The directions
must be given by signing a special “Notice of Exercise”
form provided by the Company.
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Notwithstanding the foregoing, payment may not be made in any
form that is unlawful, as determined by the Company in its sole
discretion. |
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| Withholding Taxes and Stock Withholding |
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You will not
be allowed to exercise this Option unless you make arrangements
acceptable to the Company to pay any withholding taxes that may be
due as a result of the Option exercise. These arrangements may
include withholding shares of Company stock that otherwise would be
issued to you when you exercise this Option. The value of these
shares, determined as of the effective date of the Option exercise,
will be applied to the withholding taxes. |
C
ARDIODYNAMICS I NTERNATIONAL C
ORPORATION
S TOCK O
PTION AGREEMENT
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| Restrictions on Resale |
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By signing
this Agreement, you agree not to sell any Option shares at a time
when applicable laws, Company policies or an agreement between the
Company and its underwriters prohibit a sale. This restriction will
apply as long as you are an employee, consultant or director of the
Company or a subsidiary of the Company. |
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| Transfer
of Option |
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In general,
only you can exercise this Option prior to your death. You cannot
transfer or assign this Option, other than as designated by you by
will or by the laws of descent and distribution, except as provided
below. For instance, you may not sell this Option or use it as
security for a loan. If you attempt to do any of these things, this
Option will immediately become invalid. You may in any event
dispose of this Option in your will. Regardless of any marital
property settlement agreement, the Company is not obligated to
honor a notice of exercise from your former spouse, nor is the
Company obligated to recognize your former spouse’s interest
in your Option in any other way. |
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However, if
this Option is designated as a nonstatutory stock option in the
Notice of Stock Option Grant, then the “Committee” (as
defined in the Plan) may, in its sole discretion, allow you to
transfer this Option as a gift to one or more family members. For
purposes of this Agreement, “family member” means a
child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law or sister-in-law (including adoptive relationships),
any individual sharing your household (other than a tenant or
employee), a trust in which one or more of these individuals have
more than 50% of the beneficial interest, a foundation in which you
or one or more of these persons control the management of assets,
and any entity in which you or one or more of these persons own
more than 50% of the voting interest. |
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In addition,
if this Option is designated as a nonstatutory stock option in the
Notice of Stock Option Grant, then the Committee may, in its sole
discretion, allow you to transfer this option to your spouse or
former spouse pursuant to a domestic relations order in settlement
of marital property rights. |
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The
Committee will allow you to transfer this Option only if both you
and the transferee(s) execute the forms prescribed by the
Committee, which include the consent of the transferee(s) to be
bound by this Agreement. |
C
ARDIODYNAMICS I NTERNATIONAL C
ORPORATION
S TOCK O
PTION AGREEMENT
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| Retention
Rights |
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Neither your
Option nor this Agreement gives you the right to be retained by the
Company or a subsidiary of the Company in any capacity. The Company
and its subsidiaries reserve the right to terminate your Service at
any time, with or without cause. |
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| Stockholder Rights |
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You, or your
estate or heirs, have no rights as a stockholder of the Company
until you have exercised this Option by giving the required notice
to the Company and paying the exercise price. No adjustments are
made for dividends or other rights if the applicable record date
occurs before you exercise this Option, except as described in the
Plan. |
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| Adjustments |
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In the event
of a stock split, a stock dividend or a similar change in Company
stock, the number of shares covered by this Option and the exercise
price per share may be adjusted pursuant to the Plan. If the
Company is a party to a merger or other reorganization, this Option
will be subject to the agreement of merger or reorganization, as
provided under the Plan. |
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| Applicable Law |
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This
Agreement will be interpreted and enforced under the laws of the
State of California (without regard to its choice-of-law
provisions). |
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| The Plan
and Other Agreements |
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The text of
the Plan is incorporated in this Agreement by reference. All
capitalized terms in the Stock Option Agreement shall have the
meanings assigned to them in the Plan. This Agreement and the Plan
constitute the entire understanding between you and the Company
regarding this Option. Any prior agreements, commitments or
negotiations concerning this Option are superseded. |
BY ACCEPTING THIS
OPTION,
YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS
DESCRIBED ABOVE AND IN THE
PLAN.
C
ARDIODYNAMICS I NTERNATIONAL C
ORPORATION
S TOCK O
PTION AGREEMENT
Exhibit
10.14B
C
ARDIODYNAMICS I NTERNATIONAL C
ORPORATION
2004 STOCK INCENTIVE
PLAN
INCENTIVE STOCK OPTION
AGREEMENT
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| Tax
Treatment |
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This Option
is intended to be an incentive stock option under Section 422 of
the Internal Revenue Code or a nonstatutory option, as provided in
the Notice of Stock Option Grant. Even if this Option is designated
as an incentive stock option, it shall be deemed to be an
nonstatutory option to the extent required by the $100,000 annual
limitation under Section 422(d) of the Internal Revenue
Code. |
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| Vesting |
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This Option
becomes exercisable in installments, as shown in the Notice of
Stock Option Grant. This Option will in no event become exercisable
for additional shares after your Service has terminated for any
reason. |
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| Term |
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This Option
expires in any event at the close of business at Company
headquarters on the day before the 10th anniversary of the Grant
Date, as shown on the Notice of Stock Option Grant (fifth
anniversary for a more than 10% stockholder as provided under the
Plan if this is an incentive stock option). This Option may expire
earlier if your Service terminates, as described below. |
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| Regular
Termination |
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If your
Service terminates for any reason except Misconduct (as defined
below), death or “Total and Permanent Disability” (as
defined in the Plan), then this Option will expire at the close of
business at Company headquarters on the date three (3) months after
the date your Service terminates (or, if earl |
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