Exhibit 10.22
Director Version
STOCK OPTION AGREEMENT
[NAME]
THIS AGREEMENT, dated as of ___ (the
“Grant Date”), is made by and between Rockwell Medical
Technologies, Inc., a Michigan corporation (the
“Company”), and the individual whose name is set forth
on the signature page hereof, who is a director of the Company (the
“Optionee”). Any capitalized terms used herein but not
otherwise defined shall have the meaning set forth in the
Company’s 2007 Long Term Incentive Plan (the
“Plan”).
WHEREAS, the Company wishes to afford
the Optionee the opportunity to purchase shares of its common stock
(the “Common Stock”) pursuant to the terms and
conditions of this Agreement and the Plan, the terms of which are
hereby incorporated by reference and made a part of this Agreement;
and
WHEREAS, the Committee has determined
that it would be in the best interest of the Company and its
shareholders to grant the Option provided for herein to the
Optionee as an incentive for increased efforts during his term of
office with the Company or its Subsidiaries, has approved the grant
of the Option on the Grant Date and has advised the Company thereof
and instructed the undersigned officer to issue said Option.
NOW, THEREFORE, in consideration of
the mutual covenants herein contained and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties
hereto do hereby agree as follows:
ARTICLE I
OPTION GRANT
1.1. Grant of Options . For
good and valuable consideration, on and as of the date hereof, the
Company irrevocably grants to the Optionee a Nonqualified Stock
Option to purchase
shares of Common Stock upon the terms and conditions set forth in
this Agreement (the “Option”).
1.2. Exercise Price . Subject
to Section 2.1, the exercise price of the shares of Common
Stock covered by the Option shall be $
per share without commission or other charge (which is the Fair
Market Value per share of the Common Stock on the Grant
Date).
ARTICLE II
ADJUSTMENTS
2.1. Adjustments to Option .
In the event of a merger, reorganization, consolidation,
recapitalization, dividend or distribution (whether in cash, shares
or other property), stock split, reverse stock split, spin-off or
similar transaction or other change in corporate structure
affecting the Common Stock or the value thereof, such adjustments
and other substitutions shall be made to the Option as the
Committee, in its sole discretion, deems equitable or appropriate,
including adjustments in the number, class, kind and exercise price
of securities subject to the Option (including, if the Committee
deems appropriate, the substitution of similar options to purchase
the shares of another company, as the Committee may determine to be
appropriate in its sole discretion).
ARTICLE III
PERIOD OF EXERCISABILITY
3.1. Exercisability of Option
.
(a) So long as the Optionee
continues to serve as a director of the Company, the Option shall
become exercisable pursuant to the following schedule:
| |
|
|
|
|
| |
|
Percentage of Shares As to
Which Option |
|
Date Option Becomes Exercisable |
|
Is Exercisable On and After
Such Date |
|
On and after the
first anniversary of the Grant Date
|
|
|
33 |
% |
|
On and after the
second anniversary of the Grant Date
|
|
|
67 |
% |
|
On and after the
third anniversary of the Grant Date
|
|
|
100 |
% |
(b) Notwithstanding the
foregoing, the Option shall become immediately exercisable as to
100% of the shares of Common Stock subject to such Option (but only
to the extent such Option has not otherwise terminated or become
exercisable) and may be exercised at any time on or before the
tenth anniversary of the Grant Date (i) if the Optionee ceases
to be a director due to Optionee’s death or Disability, or
(ii) immediately prior to a Change in Control; provided,
however, that this Section 3.1(b)(ii) is subject to the
Committee’s rights, in the event of a Change in Control, to
cash out the Option pursuant to Section 9.2(b) of the Plan or
to declare, pursuant to Section 9.2(c) of the Plan, that the Option
shall not become immediately exercisable upon a Change in Control
in which the successor company assumes the Option.
3.2 Expiration of Option . The
Option may not be exercised after the first to occur of the
following events and shall in no event be exercisable after the
tenth anniversary of the Grant Date:
(a) If, prior to the date when
the Option first becomes exercisable, Optionee ceases to be a
director for any reason other than death or Disability,
Optionee’s right to exercise the Option shall terminate and
all rights thereunder shall cease;
(b) If, on or after the date
when the Option first becomes exercisable, Optionee ceases to be a
director for any reason other than death or Disability, Optionee
shall have the right, within three months after termination of
employment to exercise the Option to the extent that it was
exercisable and unexercised on the date of Optionee’s
termination of employment, subject to any other limitation on the
exercise of the Option in effect on the date of exercise; or
2
