CRITICARE SYSTEMS, INC. STOCK APPRECIATION RIGHT GRANT AGREEMENT (Grant No. _________)
Exhibit
99.3
CRITICARE
SYSTEMS, INC.
STOCK
APPRECIATION RIGHT
GRANT
AGREEMENT
(Grant
No. _________)
THIS
STOCK APPRECIATION RIGHT GRANT AGREEMENT dated as of _____________, 200__ (the
"Grant Date"), is between __________________ ("Grantee") and CRITICARE SYSTEMS,
INC., a Delaware corporation (the "Company").
RECITALS
A.
The
Company adopted the Criticare Systems, Inc. 2003 Stock Option Plan (the "Plan"),
which was approved by its Board of Directors (the "Board") and stockholders
effective November 14, 2003 and amended effective December 1, 2005.
The Plan is administered by the Compensation Committee of the
Board.
B.
The
Administrator has designated Grantee as a participant in the Plan.
C.
Pursuant
to the Plan, Grantee and the Company desire to enter into this Agreement setting
forth the terms and conditions of the following stock appreciation right granted
to Grantee under the Plan.
AGREEMENTS
Grantee
and the Company agree as follows:
1.
Grant
of Stock Appreciation Right.
The
Company grants to Grantee a stock appreciation right (hereinafter referred
to as
the "Stock Appreciation Right") with respect to a total of _____ shares
(the "Shares") of the Company's common stock, par value $0.04 per share (the
"Common Stock "), on the terms and conditions set forth below and in the
Plan.
2.
Exercise
Price.
The
exercise price of this Stock Appreciation Right shall be $______ per share,
which is equal to or greater than the Fair Market Value of the Common Stock
on
the Grant Date.
3.
Period
of Exercise.
Unless
this Stock Appreciation Right is terminated as provided hereunder or under
the
Plan, Grantee may exercise this Stock Appreciation Right in whole or in part
at
any time after __________________ until it expires at 5 p.m., Milwaukee,
Wisconsin time, on the tenth anniversary of the Grant Date (the "Exercise
Period").
4.
Definitions.
Unless
provided to the contrary in this Agreement, the definitions contained in the
Plan and any amendments to the Plan shall apply to this Agreement.
5.
Change
in Capital Structure.
The
number of Shares covered by and the exercise price of this Stock Appreciation
Right will be adjusted in the event of a stock dividend, stock split, reverse
stock split, recapitalization, reorganization, merger, consolidation,
acquisition or other change in the capital structure of the Company as
determined by the Administrator in accordance with the Plan.
6.
Nontransferability
of Stock Appreciation Right.
This
Stock Appreciation Right shall not be transferable other than by will or the
laws of descent or distribution and shall be exercisable, during Grantee's
lifetime, only by Grantee.
7.
Exercise
of Stock Appreciation Right.
Each
exercise of this Stock Appreciation Right shall be in writing (substantially
in
the form of Exhibit A hereto), signed by the Grantee, and received by the
Company in its principal office. The Grantee may exercise this Stock
Appreciation Right with respect to less than the total number of Shares covered
hereby; provided that no partial exercise of this Stock Appreciation Right
may
be with respect to any fractional Share. Upon exercise of this Stock
Appreciation Right, the Grantee shall receive from the Company [a payment of
cash in an amount equal to the product of (a) the difference between the
Fair Market Value on the date of exercise over the exercise price of this Stock
Appreciation Right, times (b) the number of Shares with respect to which
this Stock Appreciation Right is exercised] [certificate(s) issued in the
Grantee's name (or, if requested by the Grantee, such shares shall be issued
to
the Grantee by electronic transfer to the Grantee's broker) for the number
of
whole shares of Common Stock equal to the amount determined by dividing
(a) the product of (i) the difference between the Fair Market Value on
the date of exercise over the exercise price of this Stock Appreciation Right,
times (ii) the number of Shares with respect to which this Stock
Appreciation Right is exercised, by (b) the Fair Market Value on the date
of exercise (and a payment of cash in lieu of any fractional Shares based on
the
Fair Market Value on the date of exercise)]. If delivery is by mail, such
delivery shall be deemed effected when deposited in the United States mail,
addressed to Grantee.
8.
Addresses.
All
notices or statements required to be given to either party hereto shall be
in
writing and shall be personally delivered or sent, in the case of the Company,
to its principal business office and, in the case of Grantee, to Grantee's
address as is shown on the records of the Company or to such address as Grantee
designates in writing. Notice of any change of address shall be sent to the
other party by registered or certified mail. It shall be conclusively presumed
that any notice or statement properly addressed and mailed bearing the required
postage stamps has been delivered to the party to which it is
addressed.
9.
Restrictions
Imposed by Law.
Notwithstanding any other provision of this Agreement, Grantee agrees that
Grantee shall not exercise this Stock Appreciation Right and that the Company
will not be obligated to deliver any shares of Common Stock or make any cash
payment if counsel to the Company determines that such exercise, delivery or
payment would violate any law or regulation of any governmental authority or
any
agreement between the Company and any national securities exchange upon which
the Common Stock is listed. The Company shall in no event be obligated to take
any affirmative action in order to cause the exercise of this Stock Appreciation
Right to comply with any law or regulation of any governmental
authority.
10.
Service
Provider Relationship.
Nothing
in this Agreement or in the Plan shall limit the right of the Company or any
parent or subsidiary of the Company to terminate Grantee's employment or other
form of service relationship or otherwise impose any obligation to employ and/or
retain Grantee as a service provider.
11.
Effect
of Termination of Service Provider Relationship.
(a) Termination
of Relationship as a Service Provider.
If the
Grantee ceases to be a Service Provider, other than upon the Grantee's death
or
Disability, retirement after age 55 or termination for Cause, this Stock
Appreciation Right (to the extent exercisable pursuant to Section 3 above as
of
the date of the Grantee's termination) shall remain exercisable for three months
following the date of the Grantee's termination.
(b) Disability
or Retirement of Grantee.
If the
Grantee ceases to be a Service Provider as a result of the Grantee's Disability
or the Grantee's retirement after age 55, this Stock Appreciation Right (to
the
extent exercisable pursuant to Section 3 above as of the date of the Grantee's
termination) shall remain exercisable for twelve months following the date
of
the Grantee's termination.
(c) Death
of Grantee.
If the
Grantee dies while a Service provider, this Stock Appreciation Right (to the
extent exercisable pursuant to Section 3 above as of the date of the Grantee's
death) shall remain exercisable for twelve months following the Grantee's death.
This Stock Appreciation Right may be exercised by the executor or administrator
of the Grantee's estate or, if none, by the person(s) entitled to exercise
this
Stock Appreciation Right under the Grantee's will or the laws of descent or
distribution.
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(d) Termination
for Cause.
If the
Grantee ceases to be a Service Provider as a result of a termination for Cause,
this Stock Appreciation Right, to the extent not exercised before such
termination, shall forthwith terminate.
(e) Unvested
Stock Appreciation Right.
If this
Stock Appreciation Right is not exercisable pursuant to Section 3 above as
of the date of the Grantee's termination for any reason, this Stock Appreciation
Right shall terminate as of the date of termination.
12.
Governing
Law.
This
Agreement shall be construed, administered and governed in all respects under
and by the laws of the State of Wisconsin.
13.
Provisions
Consistent with Plan.
This
Agreement is intended to be construed to be consistent with, and is subject
to,
all applicable provisions of the Plan, which is incorporated herein by
reference. In the event of a conflict between the provisions of this Agreement
and the Plan, the provisions of the Plan shall prevail.
_______________________________________
[Name
of
Grantee]
CRITICARE
SYSTEMS, INC.
BY____________________________________
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Stock
Appreciation Right Exercise
1.
I exercise my Stock Appreciation Right with respect to the number of shares
of
Criticare Systems, Inc. (the “Company”) common stock shown below pursuant to the
Company’s 2003 Stock Option Plan.
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Grant
Agreement
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Stock
Appreciation Right Exercised
|
|
Date____________________
Grant
No._________________
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Number____________________
Per
Share
Exercise
Price_________________
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2.
In connection with this Stock Appreciation Right exercise, I represent the
following:
(a) All conditions under the above-referenced Grant Agreement have been
met with respect to the Stock Appreciation Right exercised.
(b) I have had access to and have reviewed all current publicly available
reports filed by the Company with the Securities and Exchange Commission
and
have based my purchase on that information and not on any other oral or written
information supplied by the Company.
3.
I understand that before I receive my certificate for the shares referenced
above, the Company requires me to remit to it an amount sufficient to satisfy
any outstanding amounts due the Company and to satisfy any federal, state
or
local withholding tax requirements.
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Date____________________
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Name_______________________________
(Please print name)
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Signature______________________________
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