EXHIBIT 10.25
NON-STATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into and effective as of this ___ day of
_________, 20__ (the "Date of Grant"), by and between Synovis Life Technologies,
Inc. (the "Company") and ________________ (the "Optionee").
A. The Company has adopted the Synovis Life Technologies, Inc. 2006 Stock
Incentive Plan (the "Plan") authorizing the Board of Directors of the Company,
or a committee (the Board or such a committee to be referred to as the
"Committee"), to grant non-statutory stock options to employees (including
officers and directors who are also employees) and non-employee directors,
consultants, advisors and independent contractors of the Company and any
Subsidiary (as defined in the Plan).
B. The Company desires to give the Optionee an inducement to acquire a
proprietary interest in the Company and an added incentive to advance the
interests of the Company by granting to the Optionee an option to purchase
shares of the Company's common stock, $.01 par value ("Common Stock"), pursuant
to the Plan.
Accordingly, the parties agree as follows:
SECTION 1. GRANT OF OPTION. The Company hereby grants to the Optionee the
right, privilege and option (the "Option") to purchase ________ shares (the
"Option Shares") of Common Stock according to the terms and subject to the
conditions hereinafter set forth and as set forth in the Plan. The Option is not
intended to be an "incentive stock option," as that term is used in Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
SECTION 2. OPTION EXERCISE PRICE. The per share price to be paid by
Optionee in the event of an exercise of this Option will be $____.
SECTION 3. DURATION OF OPTION AND TIME OF EXERCISE.
(a) Exercisability and Expiration. This Option will become exercisable on
____________________, so long as the Optionee remains continuously employed by
the Company. This Option will remain exercisable as to all unexercised Option
Shares until 5:00 p.m. (St. ▇▇▇▇, Minnesota time) on _____________(the "Time of
Termination").
(b) Termination of Employment or Other Service.
(i) Termination Due to Death, Disability or Retirement. In the event
that the Optionee's employment or other service with the Company and all
Subsidiaries is terminated by reason of the Optionee's death, Disability or
Retirement (as such terms are defined in the Plan), this Option, will remain
exercisable to the extent exercisable as of such termination for a period of one
year after such termination (but in no event after the Time of Termination).
Options not exercisable as of such termination will be forfeited and terminated.
(ii) Termination for Reasons Other Than Death, Disability or
Retirement. In the event the Optionee's employment or other service with the
Company and all Subsidiaries is terminated for any reason other than death,
Disability or Retirement, or the Optionee is in the employ or service of a
Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company (unless
the Optionee continues in the employ or service of the Company or another
Subsidiary), all rights of the Optionee under the Plan
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and this Agreement will immediately terminate without notice of any kind, and
this Option will no longer be exercisable; provided, however, that if such
termination is due to any reason other than termination by the Company or any
Subsidiary for "cause" (as defined in the Plan), this Option will remain
exercisable to the extent exercisable as of such termination for a period of
three months after such termination (but in no event after the Time of
Termination). Options not exercisable as of such termination will be forfeited
and terminated.
(c) Change in Control.
(i) Impact of Change in Control. If any events constituting a Change
in Control (as defined in the Plan) of the Company occur, this Option will
become immediately exercisable in full and will remain exercisable until the
Time of Termination, regardless of whether the Optionee remains in the employ or
service of the Company or any Subsidiary. In addition, if a Change in Control of
the Company occurs, the Committee, in its sole discretion and without the
consent of the Optionee, may determine that the Optionee will receive, with
respect to some or all of the Option Shares, as of the effective date of any
such Change in Control of the Company, cash in an amount equal to the excess of
the Fair Market Value (as defined in the Plan) of such Option Shares immediately
prior to the effective date of such Change in Control of the Company over the
option exercise price per share of this Option (or, in the event that there is
no excess, such Option will be terminated).
(ii) Limitation on Change in Control Payments. Notwithstanding
anything in this Section 3(c) to the contrary, if, with respect to the Optionee,
the acceleration of the vesting of this Option or the payment of cash in
exchange for all or part of the Option Shares as provided above (which
acceleration or payment could be deemed a "payment" within the meaning of
Section 280G(b)(2) of the Code), together with any other "payments" which the
Optionee has the right to receive from the Company or any corporation which is a
member of an "affiliated group" (as defined in Section 1504(a) of the Code
without regard to Section 1504(b) of the Code) of which the Company is a member,
would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the
Code), then the "payments" to the Optionee as set forth herein will be reduced
to the largest amount as will result in no portion of such "payments" being
subject to the excise tax imposed by Section 4999 of the Code; provided, that
such reduction shall be made only if the aggregate amount of the payments after
such reduction exceeds the difference between (A) the amount of such payments
absent such reduction minus (B) the aggregate amount of the excise tax imposed
under Section 4999 of the Code attributable to any such excess parachute
payment. Notwithstanding the foregoing sentence, if the Optionee is subject to a
separate agreement with the Company or a Subsidiary that expressly addresses the
potential application of Sections 280G or 4999 of the Code (including, without
limitation, that "payments" under such agreement or otherwise will not be
reduced or that the Optionee will have the discretion to determine which
"payments" will be reduced, that such "payments" will not be reduced or that
such "payments" will be "grossed up" for tax purposes), then the limitations of
this Section 3(c)(ii) will, to that extent, not apply, and any "payments" will
be treated as "payments" arising under such separate agreement.
SECTION 4. MANNER OF OPTION EXERCISE.
(a) Notice. This Option may be exercised by the Optionee in whole or in
part from time to time, subject to the conditions contained in the Plan and in
this Agreement, by delivery, in person, by facsimile or electronic transmission
or through the mail of written notice of exercise, to the Company (Attention:
Secretary) at its principal executive office in St. ▇▇▇▇, Minnesota. Such notice
must be in a form satisfactory to the Committee, must identify the Option, must
specify the number of Option Shares with respect to which the Option is being
exercised, and must be signed by the person or persons so exercising the Option.
Such notice must be accompanied by payment in full of the total purchase price
of the Option Shares purchased. In the event that the Option is being exercised,
as provided by the Plan and Section
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3(b) above, by any person or persons other than the Optionee, the notice must be
accompanied by appropriate proof of right of such person or persons to exercise
the Option. As soon as practicable after the effective exercise of the Option,
the Optionee will be recorded on the stock transfer books of the Company as the
owner of the Option Shares purchased, and the Company will deliver to the
Optionee one or more duly issued stock certificates evidencing such ownership.
(b) Payment. At the time of exercise of this Option, the Optionee must pay
the total purchase price of the Option Shares to be purchased entirely in cash
(including check, bank draft or money order, payable to the order of the
Company); provided, however, that the Committee, in its sole discretion and upon
terms and conditions established by the Committee, may allow such payment to be
made, in whole or in part, by tender of a Broker Exercise Notice or Previously
Acquired Shares (as such terms are defined in the Plan), by a "net exercise" (as
described in the Plan), or by a combination of such methods. In the event the
Optionee is permitted to pay the total purchase price of this Option in whole or
in part with Previously Acquired Shares, the value of such shares will be equal
to their Fair Market Value on the date of exercise of this Option.
SECTION 5. RIGHTS OF OPTIONEE; TRANSFERABILITY.
(a) Employment or Service. Nothing in this Agreement or the Plan will
interfere with or limit in any way the right of the Company or any Subsidiary to
terminate the employment or service of the Optionee at any time, nor confer upon
the Optionee any right to continue in the employ or service of the Company or
any Subsidiary at any particular position or rate of pay or for any particular
period of time.
(b) Rights as a Shareholder. The Optionee will have no rights as a
shareholder unless and until all conditions to the effective exercise of this
Option (including, without limitation, the conditions set forth in Section 4 of
this Agreement and Section 14 of the Plan) have been satisfied and the Optionee
has become the holder of record of such shares. No adjustment will be made for
dividends or distributions with respect to this Option as to which there is a
record date preceding the date the Optionee becomes the holder of record of such
shares, except as may otherwise be provided in the Plan or determined by the
Committee in its sole discretion.
(c) Restrictions on Transfer. Except pursuant to testamentary will or the
laws of descent and distribution or as otherwise expressly permitted by the
Plan, no right or interest of the Optionee in this Option prior to exercise may
be assigned or transferred, or subjected to any lien, during the lifetime of the
Optionee, either voluntarily or involuntarily, directly or indirectly, by
operation of law or otherwise. The Optionee will, however, be entitled to
designate a beneficiary to receive this Option upon such Optionee's death, and,
in the event of the Optionee's death, exercise of this Option (to the extent
permitted pursuant to Section 3(b)(i) of this Agreement) may be made by the
Optionee's legal representatives, heirs and legatees.
SECTION 6. WITHHOLDING TAXES. The Company is entitled to (a) withhold and
deduct from future wages of the Optionee (or from other amounts that may be due
and owing to the Optionee from the Company or any Subsidiary), or make other
arrangements for the collection of, all legally required amounts necessary to
satisfy any federal, state and local withholding and employment-related tax
requirements attributable to the grant or exercise of this Option or otherwise
incurred with respect to this Option, (b) withhold shares of Common Stock from
the shares issued or otherwise issuable to Optionee in connection with the
Option, or (c) require the Optionee promptly to remit the amount of such
withholding to the Company before acting on the Optionee's notice of exercise of
this Option. In the event that the Company is unable to withhold such amounts,
for whatever reason, the Optionee agrees to pay to the Company an amount equal
to the amount the Company would otherwise be required to withhold under federal,
state or local law.
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SECTION 7. ADJUSTMENTS. In the event of any reorganization, merger,
consolidation, recapitalization, liquidation, reclassification, stock dividend,
stock split, combination of shares, rights offering, divestiture or
extraordinary dividend (including a spin-off), or any other change in the
corporate structure or shares of the Company, the Committee (or, if the Company
is not the surviving corporation in any such transaction, the board of directors
of the surviving corporation), in order to prevent dilution or enlargement of
the rights of the Optionee, will make appropriate adjustment (which
determination will be conclusive) as to the number, kind and exercise price of
securities subject to this Option.
SECTION 8. SUBJECT TO PLAN. The Option and the Option Shares granted and
issued pursuant to this Agreement have been granted and issued under, and are
subject to the terms of, the Plan. The terms of the Plan are incorporated by
reference in this Agreement in their entirety, and the Optionee, by execution of
this Agreement, acknowledges having received a copy of the Plan. The provisions
of this Agreement will be interpreted as to be consistent with the Plan, and any
ambiguities in this Agreement will be interpreted by reference to the Plan. In
the event that any provision of this Agreement is inconsistent with the terms of
the Plan, the terms of the Plan will prevail.
SECTION 9. MISCELLANEOUS.
(a) Binding Effect. This Agreement will be binding upon the heirs,
executors, administrators and successors of the parties to this Agreement.
(b) Governing Law. This Agreement and all rights and obligations under
this Agreement will be construed in accordance with the Plan and governed by the
laws of the State of Minnesota, without regard to conflicts of laws provisions.
Any legal proceeding related to this Agreement will be brought in an appropriate
Minnesota court, and the parties to this Agreement consent to the exclusive
jurisdiction of the court for this purpose.
(c) Entire Agreement. This Agreement and the Plan set forth the entire
agreement and understanding of the parties to this Agreement with respect to the
grant and exercise of this Option and the administration of the Plan and
supersede all prior agreements, arrangements, plans and understandings relating
to the grant and exercise of this Option and the administration of the Plan.
(d) Amendment and Waiver. Other than as provided in the Plan, this
Agreement may be amended, waived, modified or canceled only by a written
instrument executed by the parties to this Agreement or, in the case of a
waiver, by the party waiving compliance.
(e) Counterparts. For convenience of the parties hereto, this Agreement
may be executed in any number of counterparts, each such counterpart to be
deemed an original instrument, and all such counterparts together constitute the
same agreement.
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The parties to this Agreement have executed this Agreement effective the
day and year first above written.
SYNOVIS LIFE TECHNOLOGIES, INC.
By: __________________________________
Its: Chief Financial Officer
By execution of this Agreement, OPTIONEE
The Optionee acknowledges having
received a copy of the Plan. ______________________________________
(Signature)
[NAME OF OPTIONEE]
[ADDRESS]
[ADDRESS]
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