EXHIBIT 10.3
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
UNDER MEDWAVE, INC.
2004 AMENDED AND RESTATED STOCK OPTION PLAN
Name of Optionee:
No. of Shares:
Option Exercise Price per Share:
Grant Date:
Expiration Date:
Pursuant to Medwave, Inc. 2004 Amended and Restated Stock Option Plan (the
"Plan") as amended through the date hereof, Medwave, Inc. (the "Company") hereby
grants to the Optionee named above an option (the "Option") to purchase on or
prior to the Expiration Date specified above all or part of the number of shares
of common stock, no par value (the "Common Stock") of the Company specified
above at the Option Exercise Price per Share specified above subject to the
terms and conditions set forth herein and in the Plan.
1. Exercisability.
(a) Exercisability Schedule. No portion of this Option may be
exercised until such portion shall have become exercisable. Except as set forth
below, and subject to the discretion of the Committee (as defined in Article 3
of the Plan) to accelerate the exercisability schedule hereunder, this Option
shall be exercisable with respect to the following number of Shares on the dates
indicated:
Number of Shares Exercisable Exercisability Date
---------------------------- -------------------
(25%)
(25%)
(25%)
(25%)
Once exercisable, this Option shall continue to be exercisable at any time or
times prior to the close of business on the Expiration Date, subject to the
provisions hereof and of the Plan.
(b) Vesting Upon Change of Control. Notwithstanding anything herein
to the contrary, this Option shall become fully vested and exercisable
immediately prior to a change of control, subject to the change of control
actually occurring.
2. Manner of Exercise.
(a) An Option may be exercised by an Optionee in whole or in part
from time to time on or prior to the Expiration Date of this Option, by
delivery, in person or through certified or registered mail, of written notice
of exercise to the Company at its principal executive office (Attention:
Secretary). This notice shall specify the particular Option (or portion thereof)
that is being exercised and the number of Shares with respect to which the
Option is being exercised.
Payment of the purchase price for the Shares may be made by one or more of the
following methods: (i) in cash, by certified or bank check or other instrument
acceptable to the Committee; (ii) through the delivery (or attestation to the
ownership) of shares of Common Stock that have been previously purchased by the
Optionee and have been beneficially owned by the Optionee for at least six
months (or for such other period of time as may be required by generally
exercised accounting principles), and are not then subject to any restrictions
under any Company plan; or (iii) a combination of (i) and (ii) above. Payment
instruments, if permitted by the Committee in its sole discretion, will be
received subject to collection.
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The delivery of certificates representing the Shares will be contingent upon the
Company's receipt from the Optionee of full payment for the Shares, as set forth
above and any agreement, statement or other evidence that the Company may
require to satisfy itself that the issuance of Common Stock to be purchased
pursuant to the exercise of Options under the Plan and any subsequent resale of
the shares of Common Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by
previously-owned shares of Common Stock through the attestation method, the
number of shares of Common Stock transferred to the Optionee upon the exercise
of the Option shall be net of the shares attested to.
(b) Certificates for the shares of Common Stock purchased upon
exercise of this Option shall be issued and delivered to the Optionee upon
compliance to the satisfaction of the Committee with all requirements under
applicable laws or regulations in connection with such issuance and with the
requirements hereof and of the Plan. The determination of the Committee as to
such compliance shall be final and binding on the Optionee. The Optionee shall
not be deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Common Stock subject to this Option unless and until
this Option shall have been exercised pursuant to the terms hereof, the Company
shall have issued and delivered the shares to the Optionee, and the Optionee's
name shall have been entered as the stockholder of record on the books of the
Company. Thereupon, the Optionee shall have full voting, dividend and other
ownership rights with respect to such shares of Common Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no
portion of this Option shall be exercisable after the Expiration Date hereof.
3. Termination of Service as a Director. If the Optionee's service as a
director of the Company or its Subsidiaries (as defined in the Plan) is
terminated, the period within which to exercise the Option may be subject to
earlier termination as set forth in this Section 3.
(a) Termination Due to Death. If the Optionee's employment
terminates by reason of death, any Option held by the Optionee shall become
fully exercisable and may thereafter be exercised by the Optionee's legal
representative or legatee for a period of 12 months from the date of death or
until the Expiration Date, if earlier.
(b) Termination Due to Disability. If the Optionee's employment
terminates by reason of disability (as defined in the Plan), any Option held by
the Optionee shall become fully exercisable and may thereafter be exercised by
the Optionee for a period of 12 months from the date of termination or until the
Expiration Date, if earlier.
(c) Termination Due to Retirement. If the Optionee's employment
terminates by reason of retirement (as defined in the Plan), any Option held by
the Optionee shall become fully exercisable and may thereafter be exercised by
the Optionee for a period of 3 months from the date of termination or until the
Expiration Date, if earlier.
(d) Change of Control. This Option shall terminate and be of no
further force or effect upon consummation of a change of control transaction.
(e) Other Termination. If the Optionee's service as a director
terminates for any reason other than death, disability, retirement or because of
a change of control, and unless otherwise determined by the Committee, any
Option held by the Optionee may be exercised, to the extent exercisable on the
date of termination, for a period of thirty days from the date of termination.
Any Option that is not exercisable at such time shall terminate immediately and
be of no further force or effect.
The Committee's determination of termination date and the reason for termination
of the Optionee's service as a director shall be conclusive and binding on the
Optionee and his or her representatives or legatees.
4. Incorporation of Plan. Notwithstanding anything herein to the
contrary, this Option shall be subject to and governed by all the terms and
conditions of the Plan, including the powers of the Committee set forth in
Article 3 of the Plan. Capitalized terms in this Agreement shall have the
meaning specified in the Plan, unless a different meaning is specified herein.
5. Transferability. This Agreement is personal to the Optionee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and
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distribution. This Option is exercisable, during the Optionee's lifetime, only
by the Optionee, and thereafter, only by the Optionee's legal representative or
legatee.
6. Status of the Stock Option. This Option does not qualify as an
"incentive stock option," and shall be a Nonstatutory Stock Option (as defined
in the Plan).
7. Tax Withholding. The Optionee shall, not later than the date as of
which the exercise of this Option becomes a taxable event for Federal income tax
purposes, pay to the Company or make arrangements satisfactory to the Committee
for payment of any Federal, state, and local taxes required by law to be
withheld on account of such taxable event.
The Company shall be entitled to (i) withhold and deduct from future wages of
the Optionee (to the extent permitted by any applicable law), or make other
arrangements for the collection of, all legally required amounts necessary to
satisfy any and all withholding taxes, or (ii) require the Optionee promptly to
remit the amount of such withholding to the Company before acting on the
Optionee's notice of exercise of the Option.
The Committee may, in its sole discretion, permit the Optionee to have the
minimum required tax withholding obligation satisfied, in whole or in part, by
(i) authorizing the Company to withhold from shares of Common Stock to be
issued, or (ii) transferring to the Company, a number of shares of Common Stock
with an aggregate Fair Market Value that would satisfy the withholding amount
due; provided, that these shares of Common Stock have been previously purchased
by the Optionee and have been beneficially owned by the Optionee for at least
six months (or for such other period of time as may be required by generally
exercised accounting principles), and are not then subject to any restrictions
under any Company plan.
8. Miscellaneous.
(a) Notice hereunder shall be given to the Company at its principal
place of business, and shall be given to the Optionee at the address set forth
below, or in either case at such other address as one party may subsequently
furnish to the other party in writing.
(b) This Option does not confer upon the Optionee any rights with
respect to continuance of employment by the Company or any Subsidiary.
MEDWAVE, INC.
By:______________________________
Title:
The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated:______________________________
_____________________________________
Optionee's Signature
Optionee's name and address:
______________________________________
______________________________________
______________________________________
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