REGEN BIOLOGICS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
This Nonqualified
Stock Option Agreement (this “Agreement”), dated as of
the Grant Date set forth below, is by and between ReGen Biologics,
Inc., a Delaware corporation (the “Corporation”), and
the non-employee director of the Corporation or its subsidiary
identified below (the “Optionee”).
Number of shares
of Common Stock, par value $0.01 per share subject to option (the
“Shares”): [ ]
Exercise Price per
Share: [ ]
Optionee’s
Address for Notices:
[ ]
Exhibit A
attached hereto is incorporated herein by reference.
IN WITNESS
WHEREOF, the parties hereto have executed and delivered this
Agreement as of the Grant Date.
|
|
|
|
|
|
|
|
|
REGEN
BIOLOGICS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPTIONEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[Insert
Name]
|
EXHIBIT A
TO
REGEN BIOLOGICS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
1. Grant
of Option . Subject to the provisions of the ReGen Biologics,
Inc. Non-Employee Director Stock Option Plan (the
“Plan”) and this Agreement, ReGen Biologics, Inc. (the
“Corporation”) hereby grants to the Optionee the right
and option (the “Option”) to purchase from the
Corporation shares of the Corporation’s common stock, par
value $0.01 per share (the “Shares”). The number of
Shares covered by the Option and the exercise price per Share are
set forth on the cover page to this Agreement (the “Cover
Page”). It is not intended that the Option shall constitute
an “incentive stock option” within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended
from time to time, or subsequent comparable statute (the
“Code”).
2.
Vesting and Expiration .
(a) Except
to the extent otherwise provided herein or in the Plan, the Option
shall vest and become exercisable according to the vesting schedule
set forth on the Cover Page.
(b) Notwithstanding
any other provision hereof, the Option shall expire on the tenth
(10 th
) anniversary of the Grant Date,
provided that if the Optionee dies within the tenth (10
th ) year following the Grant Date, the Option
shall not expire before the eleventh (11 th )
anniversary of the Grant Date.
3.
Exercise Following Termination of Employment, Consulting or
Director Relationship . If the Optionee ceases
“Continuous Service” as an employee, consultant or
director of the Corporation, the outstanding portion of the Option
shall be exercisable only in accordance with the provisions of this
section. “Continuous Service” means that the
Optionee’s service with the Corporation or an
“Affiliate”, whether as an employee, director or
consultant, is not interrupted or terminated. The Optionee’s
Continuous Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Optionee renders
service to the Corporation or an Affiliate as an employee,
consultant or director or a change in the entity for which the
Optionee renders such service, provided that there is no
interruption or termination of the Optionee’s Continuous
Service. For example, a change in status from an employee of the
Corporation to a consultant of an Affiliate or a director of the
Corporation shall not constitute an interruption of Continuous
Service. The Committee or the chief executive officer of the
Corporation, in that party’s sole discretion, may determine
whether Continuous Service shall be considered interrupted in the
case of any leave of absence approved by that party, including sick
leave, military leave or any other personal leave. The term
“Affiliate” includes the terms “parent
corporation” and “subsidiary corporation” as such
terms are defined in Section 424 of the Code.
(a) If
the Optionee’s Continuous Service as an employee, consultant
or director for the Corporation is terminated for
“cause” (as defined in the Plan), the outstanding
vested portion of the Option (determined as of the time at which
notice of termination is given to
the Optionee)
shall be and remain exercisable until the first to occur of
(i) the expiration date referred to in Section 2, and
(ii) the time at which notice of termination is given to the
Optionee, and the unvested portion of the Option shall be
forfeited.
(b) If
the Optionee’s Continuous Service as an employee, consultant
or director for the Corporation is terminated for any reason other
than for “cause” (as defined in the Plan), the portion
of the Option that was unvested as of such termination shall be
forfeited (except to the extent provided herein) and the
unexercised portion of the Option that was vested as of such
termination shall remain exercisable until the first to occur of
(i) the expiration dates referred to in Section 2, and
(ii) the expiration of six (6) months from the date the
Optionee ceases Continuous Service as an employee, consultant or
director for the Corporation, provided that if the Optionee ceases
Continuous Service as an employee, consultant or director for the
Corporation by reason of death or Disability, the period referred
to in this clause (ii) shall be one year following the date
the Optionee ceases Continuous Service as an employee, consultant
or director for the Corporation and any unvested portion of the
Options granted under this Agreement shall become fully vested and
exercisable as of the date of death or the date of termination due
to Disability. If the Optionee dies during the six (6) month
period referred to in clause (ii), his or her estate may exercise
the Option, but not later than the earlier of one year after the
date of death or the expiration of the term of the
Option.
4.
Exercise . The Option may be exercised by delivering to the
Corporation at its principal offices a written notice, signed by a
person entitled to exercise the Option, of the election to exercise
the Option and stating the number of Shares to be purchased. Such
notice shall be accompanied by the payment of the full exercise
price of the Shares to be purchased. Upon payment in accordance
with the Plan a
|
