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Exhibit 10.10
MEDPRO SAFETY PRODUCTS, INC.
2008 STOCK AND INCENTIVE COMPENSATION PLAN
NONQUALIFIED STOCK OPTION
AWARD AGREEMENT
(Exercise Time Specified)
This is a
NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the "Agreement") dated
as of August 18, 2008 ("Grant Date"), by and between MedPro Safety
Products, Inc., a Nevada corporation (the "Company"), and
_______________ (the "Optionee").
Recitals
A. Subject to
shareholder approval, the Board of Directors of the Company (the
"Board") adopted the 2008 MedPro Safety Products, Inc. Stock and
Incentive Compensation Plan (the "Plan").
B. The Committee has
determined that it is in the best interests of the Company and
appropriate to the stated purposes of the Plan that the Company
grant to the Optionee an option to purchase shares of the
Company’s common stock ("Shares") pursuant and subject to the
terms, definitions, and conditions of the Plan.
C. Any capitalized
terms used but not defined herein shall have the respective
meanings given them in the Plan, a copy of which is attached hereto
and incorporated by reference herein in its entirety.
NOW, THEREFORE, the
Company and the Optionee do hereby agree as follows:
SECTION 1 — GRANT OF
OPTION
Subject to the terms
and conditions of this Agreement, the Company hereby grants to the
Optionee an option (the "Option") to purchase all or any part of
___________ Shares. The Option is subject to the terms set
forth herein and in all respects to the terms and provisions of the
Plan applicable to Nonqualified Stock Options. This Option is
not intended to be an incentive stock option as described in
Code Section 422.
SECTION 2 — OPTION PRICE
The option price
hereunder is $1.81 per Share, which price the Company
believes is currently below the fair market value per Share.
Accordingly, the Option may constitute "deferred compensation"
pursuant and subject to Code Section 409A.
SECTION 3 — DURATION OF
OPTION
Subject to
acceleration upon a Change of Control, as defined in Section 2.5 of
the Plan, and subject to such shorter period as provided herein,
including Section 8 of this Agreement (related to Termination of
Service), the Option shall be exercised with respect to Shares
vested at that time as set forth on the attached Schedule A upon
the events set forth in Section 4, provided the Optionee is
employed by the Company on the date such event occurs.
SECTION 4 — EXERCISE OF
OPTION
Subject to the
restrictions set forth in Section 8, the Optionee shall exercise
the Option or it shall lapse if not so exercised, as described and
in compliance with the following terms set forth herein:
(a) Time of
Exercise . The Option must be automatically exercised by the
Optionee, to the extent vested pursuant to Schedule A, 30 days
after the first of the following events to occur:
(i) Termination of Service;
(ii) Change of Control; or
(iii) January 1, 2013.
(b) Method of
Exercise. The Optionee shall exercise portions or all of the
vested Option by written notice, which shall:
(i) state the election to exercise the Option, the
number of Shares in respect of which it is being exercised, and the
Optionee's address and Social Security Number;
(ii) contain such representations and agreements, if
any, as the Board may require concerning the holder's investment
intent regarding such Shares;
(iii) acknowledge and accept the restrictions on
transfer of the Option Stock as required by Section 9 of the
Plan;
(iv) be signed by the Optionee; and
(v) be in writing and delivered in person or by
certified mail to the Chairman of the Board.
(c) Payment Upon
Exercise of Option. Payment of the full Option Price for Shares
upon which the Option is exercised plus any income and employment
tax withholding (if applicable) shall accompany the written notice
of exercise described above. Such payment may be in cash, in shares
of Stock owned by the Optionee, through a direction to the Company
to
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retain Shares that would otherwise be issued on
exercise with a fair market value equal to the Option Price or a
combination thereof, as set forth in Section 6.8 of the Plan. The
Company shall cause to be issued and delivered to the Optionee the
certificate(s) representing such Shares as soon as practicable
following the receipt of notice and payment described above.
SECTION 5 — NONTRANSFERABILITY OF
OPTION
The Option shall not
be transferable or assignable by the Optionee except as set forth
in Section 14.14 of the Plan. The Option shall be exercisable,
during the Optionee's lifetime, only by the Optionee. The Option
shall not be pledged or hypothecated in any way, and shall not be
subject to execution, attachment or similar process. Except as set
forth in Section 14.14 of the Plan, any attempted transfer,
assignment, pledge, hypothecation or other disposition of the
Option contrary to the provisions hereof, and the levy of any
process upon the Option, shall be null, void and without effect.
Such Option may be transferable by will or the laws of descent and
distribution upon the death of the Optionee.
SECTION 6 — EFFECT OF AMENDMENT,
SUSPENSION
OR TERMINATION OF EXISTING OPTIONS
No amendment,
suspension or termination of the Plan shall, without the Optionee's
written consent, alter or impair the Option granted under the terms
of this Agreement. Notwithstanding the preceding to the contrary,
the Optionee agrees that the Company may, in its sole and absolute
discretion, without the prior consent of the Optionee, modify or
amend the terms of the Option in any manner it deems necessary to
comply with Code Section 409A, including provisions related to the
exercise of the Option; provided, however, the Optionee
acknowledges that the Company has no affirmative obligation to
exercise such discretion or to otherwise ensure that the Option
complies with Code Section 409A or is subject to any particular tax
treatment.
SECTION 7 — RESTRICTIONS ON ISSUING
SHARES
Shares shall not be
issued pursuant to the exercise of the Option, unless the issuance
and transferability of the Shares shall comply with all relevant
provisions of law, including, but not limited to, the (i)
limitations, if any, imposed by applicable state law; (ii)
restrictions, if any, imposed by the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder by the United States
Securities and Exchange Commission; and (iii) requirements of any
stock exchange upon which the Stock may then be listed. The Board
may, in its discretion, determine if such restrictions or such
issuance of Shares so complies with all relevant provisions of law.
Any certificate issued upon exercise of an Option shall bear any
legend that the Committee deems appropriate to reflect any
restrictions on transfer.
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SECTION 8 —
EXERCISE AFTER TERMINATION OF SERVICE
After an Optionee's
Termination of Service, an Option may be exercised only with
respect to the number of Shares which the Optionee could have
acquired by an exercise of the Option immediately before the
Termination of Service. Any Option exercised under this Section may
be exercised by the legal representative of the estate of the
Optionee or by the person or persons who acquire the right to
exercise such Option by bequest or inheritance. If the Committee
determines in the particular case that there was Cause for
Termination of Service, the right to exercise the Option shall
immediately terminate upon Termination of Service.
For purposes of this
Agreement, "Cause" shall mean the Optionee's (i) willful failure to
substantially perform Optionee’s assigned duties, (ii)
repeated gross negligence in performing such Optionee’s
duties, (iii) illegal conduct in performing such Optionee’s
duties, (iv) willful actions contrary to the Company’s
interest, (v) repeated refusal to comply with the reasonable and
lawful instructions of management of the Company or a subsidiary,
or (vi) breach of any covenant, provision, term or undertaking set
forth in this Agreement or in any separate employment agreement
between Optionee and the Company.
SECTION 9 — COVENANTS
9.1 Covenants of
Nondisclosure .
(a)
Employment Relationship and Acknowledgments . Optionee
acknowledges that:
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