Exhibit 10.7
Option Number:
Optionee Name:
KINETIC CONCEPTS,
INC.
2008 OMNIBUS STOCK INCENTIVE
PLAN
NON-EMPLOYEE
DIRECTOR
NONQUALIFIED STOCK OPTION
AGREEMENT
THIS AGREEMENT (the “Option
Agreement”) is made and entered into as of _______________,
200__ (the “Date of Grant”), by and between Kinetic
Concepts, Inc., a Texas corporation (the “Company”),
and [_________________________] (the
“Optionee”). Capitalized terms not defined
herein shall have the meaning ascribed to them in the
Company’s 2008 Omnibus Stock Incentive Plan (the
“Plan”). Where the context permits,
references to the Company or any of its Subsidiaries or affiliates
shall include the successors to the foregoing.
Pursuant to the Plan, the Administrator has
determined that the Optionee is to be granted an option (the
“Option”) to purchase Shares, subject to the terms and
conditions set forth in the Plan and herein, and hereby grants such
Option.
1. Number of
Shares and Exercise Price . The Option entitles the
Optionee to purchase [_______] Shares (the “Option
Shares”) at a price of $[______] per share (the “Option
Exercise Price”).
2. Option Term
. The term of the Option and of the Option Agreement
(the “Option Term”) shall commence on the Date of Grant
and, unless the Option is previously terminated pursuant to
Paragraph 5 below, shall terminate upon the expiration of ten (10)
years from the Date of Grant (the “Expiration
Date”). As of the Expiration Date, all rights of
the Optionee hereunder shall terminate.
3. Conditions of
Exercise .
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Subject to
Paragraph 5 below, the Option shall become vested and exercisable
as to one-twelfth (1/12) of the number of the Option Shares on each
three-month anniversary of the Date of Grant, provided that the
Optionee has been continuously providing services to the Company as
a Board member.
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Except as
otherwise provided herein, the right of the Optionee to purchase
Option Shares with respect to which the Option has become
exercisable and vested may be exercised in whole or in part at any
time or from time to time prior to the Expiration Date; provided,
however, that the Option may not be exercised for a fraction of a
Share.
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4. Method of
Exercise . This Option may be exercised, in whole or
in part, by means of any online broker-assisted exercise procedure
approved by the Administrator, or by delivery of a written notice
of exercise to the Company in such form as may be approved by the
Administrator from time to time and which may be obtained from the
Company’s Equity Accounting and Administration department,
accompanied by payment in full of the aggregate Option Exercise
Price which may be made (i) in cash or by check , (ii) to
the extent permitted by applicable law, by means of any cash or
cashless exercise procedure through the use of a brokerage
arrangement approved by the Administrator, (iii) in the form of
unrestricted Shares already owned by the Optionee to
the extent the unrestricted Shares have a Fair Market Value on the
date of surrender equal to the aggregate Option Exercise Price of
the Shares as to which such Option shall be exercised and the
minimum statutory withholding taxes with respect thereto, or (iv)
any combination of the foregoing.
5. Effect of
Termination of Service; or Change in Control .
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If the
Optionee’s service as a Board member terminates for any
reason, other than by reason of the Optionee’s death or
Disability, the Option, to the extent vested and exercisable as of
the date of such termination, shall expire 90 days (one year in the
event Optionee fails to be re-elected to serve as a Board member)
following the date of such termination and the Option, to the
extent not vested and exercisable as of the date of such
termination, shall expire as of such date. The Option
shall not be exercisable after the Expiration Date.
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If the
Optionee’s employment with or service to the Parent, the
Company or any of its Affiliates terminates by reason of the
Optionee’s death or Disability, any portion of the Option
that is outstanding at such time shall become fully and immediately
vested and exercisable, and shall expire one year following the
date of such termination. The Option shall not be
exercisable after the Expiration Date.
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In the event of
a Change in Control, any portion of the Option that is outstanding
at such time shall become fully and immediately vested and
exercisable.
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6. Adjustments
. The Option and all rights and obligations under this
Option Agreement are subject to Section 3 of the Plan.
7.
Nontransferability of Option . Except by will or
under the laws of descent and distribution and as set forth in the
following two sentences, the Optionee may not sell, transfer,
pledge or assign the Option, and, during the lifetime of the
Optionee, only the Optionee may exercise the
Option. Notwithstanding the foregoing, during the
Optionee’s lifetime, the Administrator may, in its sole
discretion, permit the transfer, assignment or other encumbrance of
the Option. Additionally, subject to the approval of the
Administrator and to any conditions that the Administrator may
prescribe, the Optionee may, upon providing written notice to the
Company, elect to transfer the Option (i) to members of his or her
Immediate Family, provided t
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