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Exhibit 4.5
ORGANOGENESIS INC.
STOCK OPTION AGREEMENT
1. Grant of Option. Organogenesis Inc., a Delaware corporation
(the "Company"), hereby grants to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇"), an option to
purchase an aggregate of 22,500 shares of Common Stock, $.01 par value ("Common
Stock"), of the Company at a price of $10.63 per share, purchasable as set
forth in and subject to the terms and conditions of this option.
2. Exercise of Option.
(a) Immediate Vesting and Expiration. Except as otherwise
provided in this Agreement, this option shall be immediately exercisable, in
whole or in part, and shall remain exercisable prior to 5:01 p.m. on June 30,
1996, at which time it shall expire (hereinafter the "Expiration Date"),
(b) Exercise Procedure. Subject to the conditions set
forth in this Agreement, this option shall be exercised by ▇▇▇▇▇'▇ delivery to
the Company of the Exercise Form attached as Appendix I specifying the number
of shares to be purchased and the purchase price to be paid therefor and
accompanied by payment in full in accordance with Section 3. Such exercise
shall be effective upon execution by ▇▇▇▇▇ and the Company of the Exercise
Form. ▇▇▇▇▇ may purchase less than the number of shares covered hereby,
provided that no partial exercise of this option may be for any fractional
share or for fewer than ten whole shares.
3. Payment of Purchase Price. Payment of the purchase price for
shares purchased upon exercise of this option shall be made by delivery to the
Company of cash or a bank or certified check to the order of the company in an
amount equal to the purchase price of such shares.
4. Nontransferability of Option. This option is personal and no
rights granted hereunder may be transferred, assigned, pledged or hypothecated
in any way (whether by operation of law or otherwise) nor shall any such rights
be subject to execution, attachment or similar process; provided, however, that
in the event of ▇▇▇▇▇'▇ death prior to the Expiration Date, this option may be
exercised by the person or persons to whom this option is transferred by will
or the laws of descent and distribution. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of this option or of such rights
contrary to the provision hereof, or upon the levy of any attachment or similar
process upon this option or such rights, this option and such rights shall, at
the election of the Company become null and void.
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5. Withholding Taxes. The Company's obligation to deliver shares
upon the exercise of this option shall be subject to ▇▇▇▇▇'▇ satisfaction of
all applicable federal, state and local income and employment tax withholding
requirements.
6. Restricted Stock. ▇▇▇▇▇ acknowledges that the common stock of
the Company to be acquired upon exercise of this option will be "restricted
stock" under the Securities Act of 1933 (the "Act") and may not be transferred,
sold or otherwise disposed of unless registered under the Act or unless any
such transfer, sale or disposition is exempt under the Act. To allow ▇▇▇▇▇ to
publicly sell the shares of common stock received upon exercise of this option,
the Company agrees that it will, as soon as practicable after written request
by ▇▇▇▇▇ for registration, prepare and file with the Securities and Exchange
Commission ("SEC") a registration statement under the Act covering the shares
purchased upon exercise of this option and will use its best efforts to cause
such registration statement to be declared effective by the SEC and to keep
such registration statement effective for a period of 60 days or until such
earlier time as all such shares are sold. In addition, the Company will take
such action as is required under the securities laws of the Commonwealth of
Massachusetts to qualify all such shares in Massachusetts. The Company agrees
to pay all expenses incurred by the Company in compliance with this paragraph,
including all the registration and filing fees, printing expenses, fees and
disbursements of the Company's counsel and any fees and expenses required in
connection with qualification of the sale of such shares in Massachusetts, but
not the expenses of any counsel to ▇▇▇▇▇. Any shares of common stock issued
upon exercise of this option which are not so registered under the Act shall
have affixed thereto a legend providing that the shares are restricted and may
not be sold or otherwise disposed of in the absence of an effective
registration statement under the Act or an opinion of Company's counsel to the
effect that such registration is not required. The Company agrees to remove
this legend after such shares are registered under the Act.
7. Miscellaneous
(a) Except as provided herein, this option may not be
amended or otherwise modified unless evidenced in writing and signed by the
Company and ▇▇▇▇▇.
(b) All notices under this option shall be mailed or
delivered by hand to the parties at their respective addresses set forth
beneath their names below or at such other address as may be designated in
writing by either of the parties to one another.
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(c) This option shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
Date of Grant: ORGANOGENESIS, INC.
June 20, 1995 BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Chairman
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address: ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ACCEPTANCE
The undersigned hereby accepts the forgoing option and agrees to the
terms and conditions thereof.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Address: ▇▇▇ ▇▇▇▇ ▇▇.
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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APPENDIX I
FORM FOR EXERCISE OF STOCK OPTION
Date: __________________, 19__
Organogenesis Inc.
▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Treasurer
Dear Sir or Madam:
I am the holder of a Stock option granted to me on __________________________
for the purchase of __________________________ shares of Common Stock at a
purchase price of $______ per share.
I hereby exercise my option to purchase ___________________________ shares of
Common Stock, for which I have enclosed ________________________________ in the
amount of $_____________________. Please register my stock certificate as
follows:
Name(s): _____________________________________
_____________________________________
Address: _____________________________________
_____________________________________
Tax I.D. #: ___________________________________
Very truly yours,
_____________________________________
_____________________________________