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Exhibit
4.3 - Form of Incentive Stock Option Agreement
MDWERKS, INC.
INCENTIVE STOCK OPTION AGREEMENT
FOR
______________________
Agreement
1.
Grant of Option .
MDwerks, Inc. (the “Company”) hereby grants, as of
_________, 200_ (“Date of Grant”), to _____________
(the “Optionee”) an option (the “Option”)
to purchase up to _______ shares of the Company’s Common
Stock, par value $.001 per share (the “Shares”), at an
exercise price per share equal to $[must be 100% of FMV as of Date
of Grant, or 110% of FMV in the case of a 10% owner] (the
“Exercise Price”). The Option shall be subject to the
terms and conditions set forth herein. The Option was issued
pursuant to the Company’s 2005 Incentive Compensation Plan
(the “Plan”), which is incorporated herein for all
purposes. The Option is an Incentive Stock Option, and not a
Non-Qualified Stock Option. The Optionee hereby acknowledges
receipt of a copy of the Plan and agrees to be bound by all of the
terms and conditions hereof and thereof and all applicable laws and
regulations.
2.
Definitions .
Unless otherwise provided herein, terms used herein that are
defined in the Plan and not defined herein shall have the meanings
attributed thereto in the Plan.
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Percentage of
Shares |
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Vesting Date |
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Except
as otherwise specifically provided herein, there shall be no
proportionate or partial vesting in the periods prior to each
Vesting Date, and all vesting shall occur only on the
appropriate Vesting Date. Upon the termination of the
Optionee’s Continuous Service with the Company and its
Related Entities, any unvested portion of the Option shall
terminate and be null and void.
4.
Method of Exercise .
The vested portion of this Option shall be exercisable in whole or
in part in accordance with the exercise schedule set forth in
Section
3
hereof
by written notice which shall state the election to exercise the
Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as
to the holder’s investment intent with respect to such Shares
as may be required by the Company pursuant to the provisions of the
Plan. Such written notice shall be signed by the Optionee and shall
be delivered in person or by certified mail to the Secretary of the
Company. The written notice shall be accompanied by payment of the
Exercise Price. This Option shall be deemed to be exercised after
both (a) receipt by the Company of such written notice accompanied
by the Exercise Price and (b) arrangements that are satisfactory to
the Committee in its sole discretion have been made for
Optionee’s payment to the Company of the amount, if any, that
is necessary to be withheld in accordance with applicable Federal
or state withholding requirements. No Shares will be issued
pursuant to the Option unless and until such issuance and such
exercise shall comply with all relevant provisions of applicable
law, including the requirements of any stock exchange upon which
the Shares then may be traded.
5.
Method of Payment .
Payment of the Exercise Price shall be by any of the following, or
a combination thereof, at the election of the Optionee: (a) cash;
(b) check; (c) with Shares that have been held by the Optionee for
at least 6 months (or such other Shares as the Company determines
will not cause the Company to recognize for financial accounting
purposes a charge for compensation expense); (d) pursuant to a
“cashless exercise” procedure, by delivery of a
properly executed exercise notice together with such other
documentation, and subject to such guidelines, as the Committee
shall require to effect an exercise of the Option and delivery to
the Company by a licensed broker acceptable to the Company of
proceeds from the sale of Shares or a margin loan sufficient to pay
the Exercise Price and any applicable income or employment taxes;
or (e) such other consideration or in such other manner as may be
determined by the Committee in its absolute
discretion.
(a)
Any
unexercised portion of the Option shall automatically and
without notice terminate and become null and void at the time
of the earliest to occur of the following:
(i)
unless
the Committee otherwise determines in writing in its sole
discretion, three months after the date on which the
Optionee’s Continuous Service with the Company and its
Related Entities is terminated for any reason other than by
reason of (A) termination of the Optionee’s Continuous
Service by the Company or a Related Entity for Cause, (B) a
Disability of the Optionee as determined by a medical doctor
satisfactory to the Committee, or (C) the Optionee's
death;
(ii)
immediately
upon the termination of the Optionee’s Continuous
Service with the Company and its Related Entities for
Cause;
(iii)
twelve
months after the date on which the Optionee’s Continuous
Service with the Company and its Related Entities is
terminated by reason of a Disability as determined by a
medical doctor satisfactory to the Committee;
(iv)
twelve
months after the date of termination of the Optionee’s
Continuous Service with the Company and its Related Entities
by reason of the death of the Optionee (or, if later, three
months after the date on which the Optionee shall die if such
death shall occur during the one year period specified in
paragraph (iii) of this Section
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);
(v)
the
tenth anniversary of the date as of which the Option is
granted; or
(vi)
immediately
in the event that the Optionee, if he or she had been an
outside Director, shall file any lawsuit or arbitration claim
against the Company or any Subsidiary, or any of their
respective officers, directors or shareholders.
(b)
To
the extent not previously exercised, (i) the Option shall
terminate immediately in the event of (1) the liquidation or
dissolution of the Company, or (2) any reorganization, merger,
consolidation or other form of corporate transaction in which
the Company does not survive or the Shares are converted into
or exchanged for securities issued by another entity, or an
affiliate of such successor or acquiring entity, unless the
successor or acquiring entity, or an affiliate of such
successor or acquiring entity, assumes the Option or
substitutes an equivalent option or right pursuant to Section
10(c) of the Plan, and (ii) the Committee in its sole
discretion may by written notice (“cancellation
notice”) cancel, effective upon the consum
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