Exhibit
4.2 - Form of Non-Qualified Stock Option
Agreement
MDWERKS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR
__________________________
Agreement
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 $______ (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 a Non-Qualified Stock Option, and not an Incentive
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.
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.
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.
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 0
);
(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 exerc
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