Exhibit 10.17
1992 STOCK PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
VidaMed, Inc., a Delaware corporation (the "Company"), hereby grants __________
(the "Optionee") an Option to purchase a total of ________ shares (the "Shares")
of Common Stock, at the price determined as provided herein, and in all respects
subject to the terms, definitions and provisions of the 1992 Stock Plan (the
"Plan") adopted by the Company which is incorporated herein by reference. The
terms defined in the Plan shall have the same defined meanings herein.
1. Nature of the Option. If Optionee is an Employee of the Company, this
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Option is intended to qualify as A Nonstatutory Stock Option as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Exercise Price. The exercise price is ______ for each share of Common
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Stock, which price is not less than the fair market value per share of Common
Stock on the date of grant, as determined under the Plan.
3. Exercise of Option. This Option shall be exercisable during its term in
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accordance with the provisions of Section 9 of the Plan as follows:
(i) Right to Exercise.
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(a) Subject to Subsection 3(i)(b) and (c), below, twelve forty-eighths
(12/48) of the total number of shares subject to this Option shall be
exercisable twelve (12) months following __________ and an additional
one forty-eighth (1/48) of the total number of shares subject to this
Option shall become exercisable at the end of each full month
thereafter until all of such shares are exercisable. In no event shall
this Option provide for vesting at a rate of less than 20% per year
over five years from the date of grant of this option.
(b) This Option may not be exercised for a fraction of a Share.
(c) In the event of Optionee's death, disability or other termination
of employment, the exercisability of the Option is governed by Sections
5, 6 and 7 below.
(d) Notwithstanding any provision of Section 3 (i) and (ii) of this
Agreement to the contrary, the Option shall become fully vested and
exercisable as to all of the shares subject to the Option on the
effective date of termination of Optionee's employment by the Company
other than for cause following a business combination.
For purposes of this Agreement, "Business Combination" means a
reorganization or merger as a result of which the holders of the
company's voting stock prior thereto hold less than 50% of the voting
stock of the surviving or successor corporation (including
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any parent corporation) or entity, or sales of all or substantially all
of the company's assets.
(ii) Method of Exercise. This Option shall be exercisable by written notice
which shall state the election to exercise the Option, the number of Shares
in respect of which the Option is being exercised, and such other
representations and agreements with respect to such shares of Common Stock
as may be required by the Company pursuant to the provisions of the Plan.
Such written notice shall be signed by Optionee and shall be delivered in
person or by certified mail to the Chief Financial Officer of the Company.
The written notice shall be accompanied by payment of the exercise price.
This Option shall be deemed to be exercised upon receipt by the Company of
such written notice accompanied by the exercise price.
No Shares will be issued pursuant to the exercise of an Option unless such
issuance and such exercise shall comply with all relevant provisions of law
and the requirements of any stock exchange upon which the Shares may then be
listed. Assuming such compliance, the Shares shall be considered transferred
to the Optionee on the date on which the Option is exercised with respect to
such Shares.
4. Method of Payment. Payment of the purchase price shall be made by cash,
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check or consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan.
5. Termination of Status as an Employee or Consultant. If the Optionee is an
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Employee and ceases to serve as an Employee or if Optionee is a Consultant
and ceases to serve as a Consultant, then Optionee may, but only within
ninety (90) days after the date the Optionee ceases to be an Employee or
Consultant (as the case may be), exercise this Option to the extent that the
Optionee was entitled to exercise it at the date of such termination. To the
extent that Optionee was not entitled to exercise this Option at the date of
such termination, or if the Optionee does not exercise this Option within
the time specified herein, this Option shall terminate.
6. Disability of Optionee. Notwithstanding the provisions of Section 5 above,
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if Optionee is unable to continue the Optionee's employment or consulting
relationship with the Company as a result of the Optionee's permanent and
total disability (as defined in Section 22(e)(3) of the Code), the Optionee
may, but only within twelve (12) months from the date of termination of
employment or consulting relationship, exercise this Option to the extent
the Optionee was entitled to exercise it at the date of such termination. To
the extent that the Optionee was not entitled to exercise this Option at the
date of termination, or if the Optionee does not exercise such Option (which
the Optionee was entitled to exercise) within the time specified herein,
this Option shall terminate.
7. Death of Optionee. In the event of the death of Optionee:
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(i) during the term of this Option and while an Employee or Consultant of
the Company and having been in Continuous Status as an Employee or
Consultant since the date of grant of this Option, this Option may be
exercised, at any time within twelve (12) months following the date of
death, by Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent of
the right to exercise that would have accrued had Optionee continued living
and remained in Continuous Status as an Employee or Consultant twelve (12)
months after the date of death; or
(ii) within ninety (90) days after the termination of Optionee's
Continuous Status as an Employee or Consultant, this Option may be
exercised, at any time within twelve (12) months following the date of
death, by Optionee's estate or by a person who acquired the right to
exercise this Option by bequest or inheritance, but only to the extent of
the right to exercise that had accrued at the date of termination.
8. Non-Transferability of Option. This Option may not be transferred in any
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manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by Optionee. The
terms of this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of Optionee.
9. Term of Option. Notwithstanding Section 7, this Option may not be exercised
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more than ten (10) years from the date of grant of this Option, and may be
exercised during such term only in accordance with the Plan and the terms
of this Option.
10. Miscellaneous. The recipient of this Option acknowledges that the Company
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has no additional obligation to issue or sell securities to the Optionee.
DATE OF GRANT: _________________
VidaMed, Inc.
By:________________________________
▇▇▇▇ ▇. ▇▇▇▇
VP Finance & CFO
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OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION
3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT
THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT THIS OPTION, THE COMPANY'S PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE,
THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT
AS AN EMPLOYEE OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL,
AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR
WITHOUT CAUSE.
Optionee acknowledges that this Stock Option Agreement satisfies all of the
Company's obligations to the Optionee with regard to grants of options
exercisable for shares of the Company's Common Stock.
Optionee acknowledges receipt of a copy of the Plan, a copy of which is annexed
hereto, and represents that Optionee is familiar with the terms and provisions
thereof, and hereby accepts this Option subject to all of the terms and
provisions thereof. Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Board or of the Committee upon any
questions arising under the Plan.
Dated:__________________
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(Signature), Optionee
Residence Address:
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Social Security Number:
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EXHIBIT A
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NOTICE OF EXERCISE
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STOCK OPTION
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TO: VidaMed, Inc.
FROM:
DATE:
RE: Exercise of Stock Option
I hereby exercise my option to purchase _______ shares of Common Stock at $_____
per share (total exercise price of $____), effective today's date. This notice
is given in accordance with the terms of my Stock Option Agreement dated ____,
20 __. The option price and vested amount is in accordance with Sections 2 and 3
of the Stock Option Agreement.
Attached is a check payable to _________ for the total exercise price of the
shares being purchased.
Please prepare the stock certificate in the following name(s):
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If the stock is to be registered in a name other than your name, please so
advise the Company. The Stock Option agreement requires the Company's approval
for registration in a name other than your name and requires certain agreements
from any joint owner.
Sincerely,
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Signature
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Print or Type Name
Letter and consideration received
on ____________, 20 ___.
By:______________________________
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