CRITICARE SYSTEMS, INC. STOCK OPTION GRANT AGREEMENT (Grant No. _________)
Exhibit
99.2
CRITICARE
SYSTEMS, INC.
(Grant
No. _________)
THIS
STOCK OPTION GRANT AGREEMENT dated as of _____________, 200__ (the "Grant
Date"), is between __________________ ("Optionee") 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 Optionee as a participant in the Plan.
C.
Pursuant
to the Plan, Optionee and the Company desire to enter into this Agreement
setting forth the terms and conditions of the following option granted to
Optionee under the Plan.
AGREEMENTS
Optionee
and the Company agree as follows:
1.
Grant
of Stock Option.
The
Company grants to Optionee the right and option (hereinafter referred to as
the
"Option") to purchase all or any part of up to _____ shares (the "Option
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.
Option
Price.
The
purchase price of the Option Shares shall be $______ per share, which is equal
to or greater than the Fair Market Value of the Common Stock on the Grant Date.
Payment of the purchase price shall be made by the Optionee at the time of
exercise in the form of cash or a check or, to the extent permitted by the
Administrator, under a cashless exercise program implemented by the Company
in
connection with the Plan.
3.
Period
of Exercise.
Unless
the Option is terminated as provided hereunder or under the Plan, Optionee
may
exercise this Option 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 "Option 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
Option rights and exercise price of such Option rights 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 Option.
The
Option shall not be transferable other than by will or the laws of descent
or
distribution and shall be exercisable, during Optionee's lifetime, only by
Optionee.
7.
Delivery
by the Company.
As soon
as practicable after receipt of all items referred to in section 8(e)(i) of
the Plan and any payment required by the Plan (which payment may also be made
in
accordance with a cashless exercise program implemented by the Company in
connection with the Plan), the Company shall deliver to Optionee certificate(s)
issued in Optionee's name for the number of Option Shares purchased by exercise
of the Option (or, if requested by the Optionee, such shares shall be issued
to
the Optionee by electronic transfer to the Optionee's broker). If delivery
is by
mail, delivery of Option Shares shall be deemed effected when the stock transfer
agent of the Company shall have deposited the certificates in the United States
mail, addressed to Optionee.
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 Optionee, to Optionee's
address as is shown on the records of the Company or to such address as Optionee
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, Optionee agrees that
Optionee shall not exercise the Option 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 the Option or the resulting
delivery of shares of Common Stock or other payment 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 Optionee's employment or other
form of service relationship or otherwise impose any obligation to employ and/or
retain Optionee as a service provider.
11.
Effect
of Termination of Service Provider Relationship.
(a) Termination
of Relationship as a Service Provider.
If the
Optionee ceases to be a Service Provider, other than upon the Optionee's death
or Disability, retirement after age 55 or termination for Cause, the Option
(to
the extent exercisable pursuant to Section 3 above as of the date of the
Optionee's termination) shall remain exercisable for three months following
the
date of the Optionee's termination.
(b) Disability
or Retirement of Optionee.
If the
Optionee ceases to be a Service Provider as a result of the Optionee's
Disability or the Optionee's retirement after age 55, the Option (to the extent
exercisable pursuant to Section 3 above as of the date of the Optionee's
termination) shall remain exercisable for twelve months following the date
of
the Optionee's termination.
(c) Death
of Optionee.
If the
Optionee dies while a Service provider, the Option (to the extent exercisable
pursuant to Section 3 above as of the date of the Optionee's death) shall remain
exercisable for twelve months following the Optionee's death. The Option may
be
exercised by the executor or administrator of the Optionee's estate or, if
none,
by the person(s) entitled to exercise the Option under the Optionee's will
or
the laws of descent or distribution.
(d) Termination
for Cause.
If the
Optionee ceases to be a Service Provider as a result of a termination for Cause,
the Option, to the extent not exercised before such termination, shall forthwith
terminate.
(e) Unvested
Options.
If the
Option is not exercisable pursuant to Section 3 above as of the date of the
Optionee's termination for any reason, the Option 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.
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_______________________________________
[Name
of
Optionee]
CRITICARE
SYSTEMS, INC.
BY____________________________________
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EXHIBIT
A
Option
Exercise
1. I
exercise my option to purchase the number of shares of Criticare Systems, Inc.
(the “Company”) common stock shown below pursuant to the Company’s 2003 Stock
Option Plan.
|
Grant
Agreement
|
Options
Exercised
|
|
Date____________________
Grant
No._________________
|
Number____________________
Per
Share
Option
Price_________________
Option
Price
Enclosed____________________
|
2.
In connection with this Option exercise, I represent the following:
(a) All conditions under the above-referenced Grant Agreement have been
met with respect to the Options 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.
|
Date____________________
|
Name_______________________________
(Please print name exactly as it should appear
on your stock certificate)
|
|
Signature______________________________
|
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