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EXHIBIT 10.24
INCENTIVE STOCK OPTION AGREEMENT
THIS
AGREEMENT is entered into and effective as of this __ day of
_________, 20__ (the "Date of Grant"), by and between Synovis Life
Technologies,
Inc. (the "Company") and ___________ (the "Optionee").
A. The
Company has adopted the Synovis Life Technologies, Inc. 2006
Stock
Incentive Plan (the "Plan") authorizing the Board of Directors of
the Company,
or a committee as provided for in the Plan (the Board or such a
committee to be
referred to as the "Committee"), to grant incentive stock options
to employees
of the Company and any Subsidiary (as defined in the Plan).
B. The
Company desires to give the Optionee an inducement to acquire a
proprietary interest in the Company and an added incentive to
advance the
interests of the Company by granting to the Optionee an option to
purchase
shares of the Company's common stock, $.01 par value ("Common
Stock"), pursuant
to the Plan.
Accordingly, the parties agree as follows:
SECTION 1.
GRANT OF OPTION. The Company hereby grants to the Optionee the
right, privilege, and option (the "Option") to purchase _______
shares (the
"Option Shares") of Common Stock according to the terms and subject
to the
conditions hereinafter set forth and as set forth in the Plan. The
Option is
intended to be an "incentive stock option," as that term is used in
Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
SECTION 2.
OPTION EXERCISE PRICE. The per share price to be paid by
Optionee in the event of an exercise of this Option will be
$______.
SECTION 3.
DURATION OF OPTION AND TIME OF EXERCISE.
(a)
Exercisability and Expiration. This Option will become exercisable
on
_________________, so long as the Optionee remains continuously
employed by the
Company. This Option will remain exercisable as to all unexercised
Option Shares
until 5:00 p.m. (St. Paul, Minnesota time) on _______________ (the
"Time of
Termination").
(b)
Termination of Employment.
(i) Termination Due to Death, Disability or Retirement. In the
event
that the Optionee's employment with the Company and all
Subsidiaries is
terminated by reason of the Optionee's death, Disability or
Retirement (as such
terms are defined in the Plan), this Option will remain exercisable
to the
extent exercisable as of such termination for a period of one year
after such
termination (but in no event after the Time of Termination).
Options not
exercisable as of such termination will be forfeited and
terminated.
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(ii) Termination for Reasons Other Than Death, Disability or
Retirement. In the event the Optionee's employment with the Company
and all
Subsidiaries is terminated for any reason other than death,
Disability or
Retirement, or the Optionee is in the employ of a Subsidiary and
the Subsidiary
ceases to be a Subsidiary of the Company (unless the Optionee
continues in the
employ of the Company or another Subsidiary), all rights of the
Optionee under
the Plan and this Agreement will immediately terminate without
notice of any
kind, and this Option will no longer be exercisable; provided,
however, that if
such termination is due to any reason other than termination by the
Company or
any Subsidiary for "cause" (as defined in the Plan), this Option
will remain
exercisable to the extent exercisable as of such termination for a
period of
three months after such termination (but in no event after the Time
of
Termination). Options not exercisable as of such termination will
be forfeited
and terminated.
(c) Change
in Control.
(i) Impact of Change in Control. If any events constituting a
Change
in Control (as defined in the Plan) of the Company occur, this
Option will
become immediately exercisable in full and will remain exercisable
until the
Time of Termination, regardless of whether the Optionee remains in
the employ of
the Company or any Subsidiary. In addition, if a Change in Control
of the
Company occurs, the Committee, in its sole discretion and without
the consent of
the Optionee, may determine that the Optionee will receive, with
respect to some
or all of the Option Shares, as of the effective date of any such
Change in
Control of the Company, cash in an amount equal to the excess of
the Fair Market
Value (as defined in the Plan) of such Option Shares immediately
prior to the
effective date of such Change in Control of the Company over the
option exercise
price per share of this Option (or, in the event that there is no
excess, such
Option will be terminated).
(ii) Limitation on Change in Control Payments. Notwithstanding
anything in this Section 3(c) to the contrary, if, with respect to
the Optionee,
the acceleration of the vesting of this Option or the payment of
cash in
exchange for all or part of the Option Shares as provided above
(which
acceleration or payment could be deemed a "payment" within the
meaning of
Section 280G(b)(2) of the Code), together with any other "payments"
which the
Optionee has the right to receive from the Company or any
corporation which is a
member of an "affiliated group" (as defined in Section 1504(a) of
the Code
without regard to Section 1504(b) of the Code) of which the Company
is a member,
would constitute a "parachute payment" (as defined in Section
280G(b)(2) of the
Code), then the "payments" to the Optionee as set forth herein will
be reduced
to the largest amount as will result in no portion of such
"payments" being
subject to the excise tax imposed by Section 4999 of the Code;
provided, that
such reduction shall be made only if the aggregate amount of the
payments after
such reduction exceeds the difference between (A) the amount of
such payments
absent such reduction minus (B) the aggregate amount of the excise
tax imposed
under Section 4999 of the Code attributable to any such excess
parachute
payment. Notwithstanding the foregoing sentence, if the Optionee is
subject to a
separate agreement with the Company or a Subsidiary that expressly
a
