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Exhibit
10.2
STOCK OPTION
AGREEMENT
THIS STOCK OPTION AGREEMENT
dated as of
, (“Grant Date”), is between KENSEY NASH CORPORATION, a
Delaware corporation (the “Company”), and the employee
designated on the attached Notice of Grant of Stock Options of the
Company (the “Participant”).
WHEREAS, the Company
desires, by affording the Participant an opportunity to purchase
shares of the Company’s Common Stock as hereinafter provided,
to carry out the purposes of the Kensey Nash Corporation Employee
Incentive Compensation Plan (the “Plan”);
and
WHEREAS, the Committee
has duly made all determinations necessary or appropriate to the
grants hereunder;
NOW, THEREFORE, in
consideration of the premises and the mutual covenants hereinafter
set forth and for other good and valuable consideration, receipt of
which is hereby acknowledged, the parties hereto have agreed, and
do hereby agree, as follows:
| 1. |
Grant of Option, Option Price and Term . |
(a) The Company hereby grants
to the Participant, as a matter of separate agreement and not in
lieu of salary or any other compensation for services, the right
and option (the “Option”) to purchase the number of
shares designated on the attached Notice of Grant of Stock Options
of the Common Stock of the Company (“Option Shares”) on
the terms and conditions herein set forth.
(b) For each of the Option
Shares purchased, the Participant shall pay to the Company
dollars ($
) per share (the “Option Price”). Accordingly, the
aggregate Option Price to exercise all of the Option is as
specified on the attached Notice of Grant of Stock Options
(“Aggregate Option Price”).
(c) The term of the Option
shall be a period of ten (10) years from the Grant Date (the
“Option Period”). During the Option Period, the Option
shall be exercisable in accordance with the schedule on the
attached Notice of Grant of Stock Options.
(d) The Option granted
hereunder is designated as a nonqualified stock option.
(e) The Company shall not be
required to issue any fractional Option Shares.
| 2. |
Termination of Option . Subject to Paragraph
1(c): |
(a) If a Participant has an
involuntary (as to the Participant) Termination of Employment for
reasons other than Cause, Disability or death, or if a Participant
has a Termination of Employment which is a Retirement, the Option
shall be cancelled ninety (90) days after such Termination of
Employment or after the expiration of the remaining Option Period,
whichever period is shorter.
(b) If the Termination of
Employment is on account of the Disability or death of the
Participant, the Option shall be cancelled one (1) year after
the date of the occurrence of the Disability or death or after the
expiration of the remaining Option Period, whichever period is
shorter.
1
(c) If the Participant has a
Termination of Employment for Cause or a voluntary Termination of
Employment (other than Retirement), the Option shall automatically
be cancelled simultaneously with the date of such Termination of
Employment.
A Participant’s
Termination of Employment due to death or Disability shall result
in the Option becoming fully vested and exercisable. A
Participant’s Termination of Employment for reasons other
than death or Disability does not accelerate the percentage of
Option Shares otherwise exercisable with respect to the
Participant. Any portion of the Option which is not exercisable as
of a Participant’s Termination of Employment (other than an
Option which becomes fully exercisable upon Termination of
Engagement due to death or Disability) is cancelled simultaneously
with the date of such Termination of Employment.
3.
Exercise . The Option shall be exercisable during the
Participant’s lifetime only by the Participant, and after the
Participant’s death only by a Representative. The Option may
only be exercised by the delivery to the Company of a properly
completed written notice, in form satisfactory to the Committee,
which notice shall specify the number of Option Shares to be
purchased and the aggregate Option Price for such shares, together
with payment in full of such aggregate Option Price. Payment shall
only be made:
(a) in cash or by
check;
(b) by the delivery to the
Company of a valid and enforceable stock certificate (or
certificates) representing shares of Common Stock already owned by
the Participant for a period of at least six months prior to such
payment, which is endorsed in blank or accompanied by an executed
stock power (or powers) and guaranteed in a manner acceptable to
the Committee;
(c) by authorizing the
Company to retain shares of Common Stock already owned by the
Participant for a period of at least six months prior to such
payment, thereby reducing the number of shares of Common Stock to
be issued and delivered to the Participant upon such
exercise;
(d) in cash by a
broker-dealer to whom the Participant has submitted an irrevocable
notice of exercise; or
(e) in any combination of
(a), (b), (c) or (d).
If any part of the payment of the Option
Price is made in shares of Common Stock, such shares shall be
valued by using their Fair Market Value as of their date of
delivery.
The Option shall not be
exercised unless there has been compliance with all the preceding
provisions of this Paragraph 3, and, for all purposes of this Stock
Option Agreement, the date of the exercise of the Option shall be
the date upon which there is compliance with all such
requirements.
4. Payment of
Withholding Taxes . If the Company is obligated to withhold an
amount on account of any tax imposed as a result of the exercise of
the Option, the Participant shall be required to pay such
amount to the Company, as provided in the Plan.
5.
Requirements of Law; Registration and Transfer Requirements
. The Company shall not be required to sell or issue any shares
under the Option if the issuance of such shares shall constitute a
violation of any provision of any law or regulation of any
governmental authority. The Option and each and every obligation of
the Company hereunder are subject to the requirement that the
Option may not be exercised or performed, in whole or in part,
unless and
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