EXHIBIT 10.2
Form of Stock Option Grant
Letter for Non-Employee Directors
[Date of Grant]
[Name]
[Address]
[City, State Zip]
Dear [Optionee],
I am pleased to advise you that PLC
Systems Inc. (the “Company”) has, on this date,
pursuant to its 2005 Stock Incentive Plan (the “Plan”),
awarded you a nonstatutory stock option to purchase
shares of the Common Stock, no par value per share, of the Company
at a price of $ per
share.
In addition to the terms of the
Plan, the following terms and conditions are applicable with
respect to this option, and your signature below shall constitute
your acknowledgement and acceptance of same:
1.
This option will become exercisable
(“vest”) as to
[ ][,
provided that any unvested shares shall become immediately
exercisable upon termination of your service as a Director of the
Company for any reason other than related to your willful
misconduct or willful failure to perform your responsibilities as a
Director of the Company, as determined by the Company, which
determination shall be conclusive]. Note: The preceding
clause may be inserted at the discretion of the Company’s
Board of Directors. The right of exercise shall be
cumulative so that to the extent the option is not exercised in any
period to the maximum extent permissible it shall continue to be
exercisable, in whole or in part, with respect to all shares for
which it is vested until the earlier of the expiration date or the
termination of this option under Section 2 hereof or the
Plan.
2.
This option is subject to the
following exercise terms:
(a)
Should your service as a Director of
the Company terminate for any reason other than death or disability
(as defined in the Internal Revenue Code of 1986, as amended (the
“Code”)), all unexercised options shall terminate
ninety (90) days after the date of such termination (but in no
event after [five (5)/ten (10)] years from the date of grant);
provided , however , that (i) if, as of the date
of such termination for any reason other than death or disability,
you have been a Director of the Company continuously for at least
the five (5) years prior to such date, then all of your
unexercised options shall instead terminate three (3) years
after the date of such termination (but in no event after [five
(5)/ten (10)] years from the date of grant), and (ii) this
option shall be exercisable only to the
