NONQUALIFIED STOCK OPTION
AGREEMENT
CARDIOVASCULAR SYSTEMS, INC.
AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN
THIS AGREEMENT,
made effective as of this
day of
,
, by and between Cardiovascular Systems, Inc., a Delaware
corporation (the “Company”), and
(“Participant”).
WHEREAS,
Participant on the date hereof is a key employee, officer, director
of or consultant or advisor to the Company or one of its
Subsidiaries; and
WHEREAS, the
Company wishes to grant a nonqualified stock option to Participant
to purchase shares of the Company’s Common Stock pursuant to
the Company’s Amended and Restated 2007 Equity Incentive Plan
(the “Plan”); and
WHEREAS, the
Administrator of the Plan has authorized the grant of a
nonqualified stock option to Participant and has determined that,
as of the effective date of this Agreement, the fair market value
of the Company’s Common Stock is $
per
share;
NOW, THEREFORE, in
consideration of the premises and of the mutual covenants herein
contained, the parties hereto agree as follows:
1.
Grant of Option . The Company hereby grants to
Participant on the date set forth above (the “Date of
Grant”), the right and option (the “Option”) to
purchase all or portions of an aggregate of
(
) shares of Common Stock at a per share price of $
on the terms and conditions set forth herein, and subject to
adjustment pursuant to Section 14 of the Plan. This Option is
a nonqualified stock option and will not be treated as an incentive
stock option, as defined under Section 422, or any successor
provision, of the Internal Revenue Code of 1986, as amended (the
“Code”), and the regulations thereunder.
2.
Duration and Exercisability .
a.
General . The term during which this Option may be
exercised shall terminate on
,
, except as otherwise provided in Paragraphs 2(b) through 2(d)
below. This Option shall become exercisable according to the
following schedule:
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Vesting Date
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Cumulative Percentage
of Shares
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Once the Option
becomes exercisable to the extent of one hundred percent (100%) of
the aggregate number of shares specified in Paragraph 1,
Participant may continue to exercise this Option under the terms
and conditions of this Agreement until the termination of the
Option as provided herein. If Participant does not purchase upon an
exercise of this Option the full number of shares which Participant
is then entitled to purchase, Participant may purchase upon any
subsequent exercise prior to this Option’s termination such
previously unpurchased shares in addition to those Participant is
otherwise entitled to purchase.
b.
Termination of Relationship (other than Disability or
Death) . If Participant ceases to be [an employee] [a
consultant] [a nonemployee director] of the Company or any
Subsidiary for any reason other than disability or death, this
Option shall completely terminate on the earlier of (i) the
close of business on the three-month anniversary of the date of
termination of Participant’s relationship, and (ii) the
expiration date of this Option stated in Paragraph 2(a) above. In
such period following such termination of Participant’s
relationship, this Option shall be exercisable only to the extent
the Option was exercisable on the vesting date immediately
preceding the date on which Participant’s relationship with
the Company or Subsidiary has terminated, but had not previously
been exercised. To the extent this Option was not exercisable upon
the termination of such relationship, or if Participant does not
exercise the Option within the time specified in this
Paragraph 2(b), all rights of Participant under this Option
shall be forfeited.
c.
Disability . If Participant ceases to be [an
employee] [a consultant] [a nonemployee director] of the
Company or any Subsidiary because of disability (as defined in Code
Section 22(e), or any successor provision), this Option shall
completely terminate on the earlier of (i) the close of
business on the twelve-month anniversary of the date of termination
of Participant’s relationship, and (ii) the expiration
date of this Option stated in Paragraph 2(a) above. In such period
following such termination of Participant’s relationship,
this Option shall be exercisable only to the extent the Option was
exercisable on the vesting date immediately preceding the date on
which Participant’s relationship with the Company or
Subsidiary has terminated, but had not previously been exercised.
To the extent this Option was not exercisable upon the termination
of such relationship, or if Participant does not exercise the
Option within the time specified in this Paragraph 2(c), all
rights of Participant under this Option shall be
forfeited.
d.
Death . In the event of Participant’s death,
this Option shall terminate on the earlier of (i) the close of
business on the twelve-month anniversary of the date of
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Participant’s death, and (ii) the
expiration date of this Option stated in Paragraph 2(a) above. In
such period following Participant’s death, this Option may be
exercised by the person or persons to whom Participant’s
rights under this Option shall have passed by Participant’s
will or by the laws of descent and distribution only to the extent
the Option was exercisable on the vesting date immediately
preceding the date of Participant’s death, but had not
previously been exercised. To the extent this Option was not
exercisable upon the date of Participant’s death, or if such
person or persons fail to exercise this Option within the time
specified in this Paragraph 2(d), all rights under this Option
shall be forfeited.
a.
General . The Option may be exercised only by
Participant (or other proper party in the event of death or
incapacity), subject to the conditions of the Plan and subject to
such other administrative rules as the Administrator may deem
advisable, by delivering within the option period written notice of
exercise to the Company at its principal office. The notice shall
state the number of shares as to which the Option is being
exercised and shall be accompanied by payment in full of the option
price for all shares designated in the notice. The exercise of the
Option shall be deemed effective upon receipt of such notice by the
Company and upon payment that complies with the terms of the Plan
and this Agreement. The Option may be exercised with respect to any
number or all of the shares as to which it can then be so exercised
and, if partially exercised, may be exercised as to the unexercised
shares any number of times during the option period as provided
herein.
b.
Form of Payment . Subject to the approval of the
Administrator, payment of the option price by Participant shall be
in the form of cash, personal check, certified check or previously
acquired shares of Common Stock of the Company, or any combination
thereof. Any stock so tendered as part of such payment shall be
valued at its Fair Market Value as provided in the Plan. For
purposes of this Agreement, “previously acquired shares of
Common Stock” shall include shares of Common Stock that are
already owned by Participant at the time of exercise.
c.
Stock Transfer Records . As soon as practicable after
the effective exercise of all or any part of the Option,
Participant shall be recorded on the stock transfer books of the
Company as the owner of the shares purchased, and the Company shall
deliver to Participant one or more duly issued stock certificates
evidencing such ownership. All requisite original issue or transfer
documentary stamp taxes shall be paid by the Company.
a.
Employment or Other Relationship; Rights as
Shareholder . This Agreement shall not confer on
Participant any right with respect to the continuance of employment
or any other relationship with the Company or any of its
Subsidiaries, nor will it interfere in any way with the right of
the Company to terminate such employment or relationship.
Participant shall have no rights as a shareholder with respect to
shares subject to this Option until such shares have been issued to
Participant upon exercise of this Option. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash,
securities or
3
other
property), distributions or other rights for which the record date
is prior to the date such shares are issued, except as provided in
Section 14 of the Plan.
b.
Securities Law Compliance . The exercise of all or
any parts of this Option shall only be effective at such time as
counsel to the Company shall have determined that the issuance and
delivery of Common Stock pursuant to such exercise will not violate
any state or federal securities or other laws. Participant may be
required by the Company, as a condition of the effectiveness of any
exercise of this Option, to agree in writing that all Common Stock
to be acquired pursuant to such exercise shall be held, until such
time that such Common Stock is registered and freely tradable under
applicable state and federal securities laws, for
Participant’s own account without a view to any further
distribution thereof, that the certificates for such shares shall
bear an appropriate legend to that effect and t
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