Exhibit 10.8
Stratasys, Inc. Board Of Directors
Stock Option Grant
Under The
Stratasys, Inc. _____ Long Term Performance
and
Incentive Plan (the “_____ Plan”)
As adopted by the Shareholders on
__________
This Option is a grant of a Non-Qualified Stock
Option
as defined under Section 422
of the Internal Revenue Code of 1986, as
amended, to
«BOD MBR NAME»
STOCK OPTION AGREEMENT
AGREEMENT made as of the ___ day of _____, ____
by and between Stratasys, Inc., a Delaware corporation having its
principal place of business at 14950 Martin Drive, Eden Prairie,
Minnesota 55344 ("Grantor"), and «BOD MBR NAME»
(“Optionee”) residing at «HOMEADDRESS»,
«CITYSTATEZIP».
WITNESSETH
WHEREAS, Optionee is a member of the Grantor's
Board of Directors ("Board") and is not an employee of Grantor;
and
WHEREAS, Grantor is desirous of compensating
Optionee for serving on the Board and increasing the incentive of
Optionee to exert his utmost efforts to improve the business and
increase the assets of the Grantor.
NOW, THEREFORE, in consideration of the mutual
covenants set forth in this Agreement and for other good and
valuable consideration, the Grantor hereby grants the Optionee
options to purchase Common Stock of the Grantor on the following
terms and conditions:
1.
Option .
Pursuant to the Stratasys, Inc. _____ Plan, the
Grantor hereby grants to the Optionee non-qualified stock options,
not intended to qualify under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), to purchase, subject to
Section 4 hereof, at any time commencing on the date set forth in
Section 3(b) hereof and terminating as of 5:00 p.m. Central Time on
«MONTH» «DAY», «YEAR» (the
"Term"), up to «OptAmt»(«Opt») fully paid
and non-assessable shares (the “Shares”) of the Common
Stock of the Grantor, par value $.0l per share (the “Common
Stock”).
2.
Purchase Price .
The purchase price ("Option Price") shall be
$____ per share. The Grantor shall pay all original issue or
transfer taxes on the exercise of this option and all other fees
and expenses necessarily incurred by the Grantor in connection
therewith.
3.
Exercise of Option .
(a) The Optionee shall notify the
Grantor by hand delivery or by registered or certified mail, return
receipt requested, addressed to its principal office (Attn: Chief
Financial Officer), as to the number of shares of Common Stock that
the Optionee desires to purchase pursuant to the exercise of
options herein granted, which notice shall be accompanied by (i)
cash or a certified or bank check payable to the order of the
Grantor in an amount equal to the Option Price multiplied by the
number of Shares for which this Option is being exercised or (ii)
the delivery of shares of the Grantor's Common Stock having a fair
market value equal to the Option Price multiplied by the number of
Shares for which this option is being exercised, provided that the
Optionee has held such shares of Common Stock so delivered for at
least six months prior to such delivery, or (iii) by a combination
of (i) and (ii) above. For purposes of this Agreement, the fair
market value of the Grantor’s Common Stock shall be equal to
the closing price of the Common Stock on the Nasdaq Global Market
or such other principal market on which the Common Stock is then
traded on the trading date immediately preceding the date of
exercise. To the extent allowed by applicable federal and state
securities laws, the Option Price may also be paid in full by a
broker-dealer to whom the Optionee has submitted an exercise notice
consisting of a fully-endorsed Exercise of Option in form
satisfactory to the Grantor ("Cashless Exercise"). As soon as
practicable thereafter, the Grantor shall either (i) cause to be
delivered to the Optionee (or broker-dealer in the event of a
Cashless Exercise) certificates issued in the Optionee's name (or
name designated by the broker-dealer in the event of a Cashless
Exercise) evidencing the Shares purchased by the Optionee or (ii)
cause such number of Shares to be credited to the account of the
Optionee or such broker-dealer at the Grantor’s transfer
agent.
(b) The option granted hereunder shall vest and
become exercisable by Optionee in accordance with the following
schedule:
|
For options
corresponding
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On
«MONTH» «DAY», «YEAR»
|
|
to
«AnnualAmt» shares
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|
|
|
|
For options
corresponding
|
On
«MONTH» «DAY», «YEAR»
|
|
to
«AnnualAmt» shares
|
|
|
|
|
For options
corresponding
|
On
«MONTH» «DAY», «YEAR»
|
|
to
«AnnualAmt» shares
|
|
|
|
|
For options
corresponding
|
On
«MONTH» «DAY», «YEAR»
|
|
to
«AnnualAmt» shares
|
|
|
|
|
For options
corresponding
|
On
«MONTH» «DAY», «YEAR»
|
|
to
«AnnualAmt» shares
|
|
All options terminate at 5:00 p.m. Central Time
on «MONTH» «DAY», «YEAR» or
such earlier time as provided in Paragraph 4 hereof in the event
Optionee’s service as a Director of the Board with Grantor is
terminated.
4.
Termination and Accelerated Vesting of Option .
(a) If the Optionee resigns as a
director of the Grantor, then any option granted to the Optionee
hereunder that has not become exercisable shall immediately expire
and the Optionee may exercise any vested options for the remainder
of the Term.
(b) If the Optionee dies while
serving as a director of the Grantor or a subsidiary or parent
corporation, all options will vest immediately upon death and shall
be exercisable by a legatee or legatees of such Optionee under the
Optionee’s last will or by his or her personal
representatives or distributes at any time up to the termination of
said option as provided in paragraph 3(b) above.
(c) If the Optionee is not nominated
to serve as a director of the Grantor or, if nominated, fails to be
reelected as a director of the Grantor, or if the Optionee is
removed as a director of the Grantor by the stockholders of the
Grantor, all options shall vest immediately upon termination of the
Optionee’s service as a director of the Grantor and shall be
exercisable for the remainder of the term. Thereafter, all
unexercised vested options shall expire.
(d) Anything in this Agreement to
the contrary notwithstanding, all outstanding options that have not
vested and are not exercisable by the Optionee as of the date of a
Change in Control (as hereinafter defined) shall be automatically
deemed vested and shall be exercisable on the date of such Change
in Control and shall continue to be exercisable until the end of
the Term.
(e) For the purpose of this
Agreement, the term "Change in Control" means:
(i) An acquisition by any
individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act&r
