MIMEDX GROUP, INC.
AMENDED AND RESTATED ASSUMED 2005 STOCK PLAN
(formerly the SpineMedica Corp. 2005 Employee, Director and
Consultant Stock Plan)
Incentive Stock Option Award
Agreement
(Employees)
THIS AGREEMENT (together with Schedule A,
attached hereto, the “Agreement”), effective as of the
date specified as the “Grant Date” on Schedule A
attached hereto, between MiMedx Group, Inc., a Florida corporation
(the “Corporation”), and the individual identified on
Schedule A attached hereto, an Employee of the Corporation or
an Affiliate (the “Participant”);
In furtherance of the purposes of the MiMedx
Group, Inc. Amended and Restated Assumed 2005 Stock Plan (formerly
the SpineMedica Corp. 2005 Employee, Director and Consultant Stock
Plan), as it may be hereafter amended (the “Plan”), the
Corporation and the Participant hereby agree as follows:
1. Incorporation of Plan . The
rights and duties of the Corporation and the Participant under this
Agreement shall in all respects be subject to and governed by the
provisions of the Plan, the terms of which are incorporated herein
by reference. In the event of any conflict between the provisions
in the Agreement and those of the Plan, the provisions of the Plan
shall govern. Unless otherwise defined herein, capitalized terms in
this Agreement shall have the same definitions as set forth in the
Plan.
2. Grant of Option; Term of Option
. The Corporation hereby grants to the Participant pursuant to the
Plan, as a matter of separate inducement and agreement in
connection with his or her employment or service to the
Corporation, and not in lieu of any salary or other compensation
for his or her services, the right and Option (the
“Option”) to purchase all or any part of such aggregate
number of shares (the “Shares”) of common stock of the
Corporation (the “Common Stock”) at a purchase price
(the “Option Price”) as specified on Schedule A,
attached hereto, and subject to such other terms and conditions as
may be stated herein or in the Plan or on Schedule A. The
Participant expressly acknowledges that the terms of
Schedule A shall be incorporated herein by reference and shall
constitute part of this Agreement. The Corporation and the
Participant further acknowledge and agree that the signatures of
the Corporation and the Participant on the Grant Notice contained
in Schedule A shall constitute their acceptance of all of the
terms of this Agreement and their agreement to be bound by the
terms of this Agreement . The Option (or any portion thereof)
shall be designated as an Incentive Option, as stated on
Schedule A. To the extent that the Option or any portion
thereof is designated as an Incentive Option and such Option does
not qualify as an Incentive Option, the Option or portion thereof
shall be treated as a Nonqualified Option. Except as otherwise
provided in the Plan or this Agreement, this Option will expire if
not exercised in full by the Expiration Date specified on
Schedule A.
3. Exercise of Option . Subject to
the terms of the Plan and this Agreement, the Option shall become
exercisable on the date or dates, and subject to such conditions,
as are set forth on Schedule A attached hereto. To the extent
that an Option which is exercisable is not exercised, such Option
shall accumulate and be exercisable by the Participant in whole or
in part at any time prior to expiration of the Option, subject to
the terms of the Plan and this Agreement. The Participant
expressly acknowledges that the Option may vest and be exercisable
only upon such terms and conditions as are provided in this
Agreement and the Plan . Upon the exercise of an Option in
whole or in part and payment of the Option Price in accordance with
the provisions of the Plan and this Agreement, the Corporation
shall, as soon thereafter as practicable, deliver to the
Participant a certificate or certificates for the Shares purchased.
Payment of the Option Price may be made (i) in cash or by cash
equivalent; and, where permitted by applicable law, payment may
also be made (ii) by delivery (by either actual delivery or
attestation) of shares of Common Stock owned by the Participant
(subject to such terms and conditions, if any, as may be determined
by the Administrator); (iii) by shares of Common Stock
withheld upon exercise but only if and to the extent that payment
by such method does not result in variable accounting or other
accounting consequences deemed unacceptable to the Corporation;
(iv) in the event that a Public Market (as defined in the
Plan) for the Common Stock exists, by delivery of written notice of
exercise to the Corporation and delivery to a broker of written
notice of exercise and irrevocable instructions to promptly deliver
to the Corporation the amount of sale or loan proceeds to pay the
Option Price; (v) by such other payment methods as may be
approved by the Administrator and which are acceptable under
applicable law; or (vi) by any combination of the foregoing
methods. Shares delivered or withheld in payment of the Option
Price shall be valued at their Fair Market Value on the date of
exercise, determined in accordance with the terms of the
Plan.
4. No Right of Employment or Service;
Forfeiture of Option . Neither the Plan, this Agreement nor any
other action related to the Plan shall confer upon the Participant
any right to continue in the employment or service of the
Corporation or an Affiliate or interfere with the right of the
Corporation or an Affiliate to terminate the Participant’s
employment or service at any time. Except as otherwise expressly
provided in the Plan or this Agreement or as determined by the
Administrator, all rights of the Participant with respect to the
Option shall terminate upon termination of the employment of the
Participant with the Corporation or an Affiliate. Notwithstanding
any thing to the contrary herein or in the Plan, if
Participant’s employment with the Corporation terminates for
any reason prior to the expiration of ninety (90) days from
the date of commencement of Participant’s employment, then
all Options granted, whether or not vested, shall upon such
termination be forfeited in full and shall no longer be of any
force or effect.
5. Termination of Employment .
Unless the Administrator determines otherwise, the Option shall not
be exercised unless the Participant is, at the time of exercise, an
Employee and has been an Employee continuously since the date the
Option was granted, subject to the following:
(a) The employment relationship of the
Participant shall be treated as continuing intact for any period
that the Participant is on military or sick leave or other bona
fide leave of absence, provided that the period of such leave does
not exceed 90 days, or, if longer, as long as the
Participant’s right to reemployment is guaranteed either by
statute or by contract. The employment relationship of the
Participant shall also be treated as continuing intact while the
Participant is not in active service because of Disability. The
Administrator shall have sole authority to determine whether the
Participant is disabled and, if applicable, the Participant’s
Termination Date.
2
(b) Unless the Administrator determines
otherwise (subject to any requirements imposed under Code
Section 409A), if the employment of the Participant is
terminated because of Disability or death, the Option may be
exercised only to the extent vested and exercisable on the
Participant’s Termination Date. The Option must be exercised,
if at all, prior to the first to occur of the following, whichever
shall be applicable (X) the close of the period of one year
next succeeding the Termination Date; or (Y) the close of the
Option Period. In the event of the Participant’s death, the
Option shall be exercisable by such person or persons as shall have
acquired the right to exercise the Option by will or by the laws of
intestate succession.
(c) Unless the Administrator determines
otherwise (subject to any requirements imposed under Code
Section 409A), if the employment of the Participant is
terminated for any reason other than Disability, death or for
Cause, the Option may be exercised to the extent vested and
exercisable on his or her Termination Date. The Option must be
exercised, if at all, prior to the first to occur of the following,
whichever shall be applicable: (X) the close of the period of
three months next succeeding the Termination Date; or (Y) the
close of the Option period. If the Participant dies following such
termination of employment and prior to the date specified in
(X) of this subparagraph (c), the Participant shall be treated
as having died while employed
|
