MIMEDX GROUP, INC.
AMENDED AND RESTATED ASSUMED 2005 STOCK PLAN
(formerly the SpineMedica Corp. 2005 Employee, Director and
Consultant Stock Plan)
Nonqualified Stock Option Award
Agreement
(Non-employee Directors and Independent Contractors)
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 individual in service to 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 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 shall be designated as a Nonqualified Option, as
stated on Schedule A. 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 services of the
Participant with the Corporation or an Affiliate. Notwithstanding
any thing to the contrary herein or in the Plan, if
Participant’s services as director, consultant or otherwise
on behalf of the Corporation terminate for any reason prior to the
expiration of ninety (90) days from the date of commencement
of such services, 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 Service . Unless
the Administrator determines otherwise (and unless the Participant
becomes an Employee after the date of this Agreement, in which case
he or she shall be subject to the provisions of
Section 7(d)(iii) of the Plan), subject to any requirements
imposed under Code Section 409A, the Option may be exercised
only to the extent vested and exercisable on the
Participant’s Termination Date (unless the termination was
for Cause), and must be exercised, if at all, prior to the first to
occur of the following, as applicable: (a) the close of the
period of three months next succeeding the Termination Date; or
(b) the close of the Option Period. If the services of the
Participant are terminated for Cause (as defined in the Plan), the
Option shall lapse and no longer be exercisable as of his or her
Termination Date, as determined by the Administrator.
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6. Nontransferability of Option .
The Option shall not be transferable (including by sale,
assignment, pledge or hypothecation) other than by will or the laws
of intestate succession, except as may be permi
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