Exhibit 10.2
ICAD, INC.
STOCK OPTION AGREEMENT
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AGREEMENT, entered into ___________ 20__ (the "Date of Grant"), by and between
iCAD, Inc. (the "Company") and __________ ("Optionee").
WHEREAS, the Company has adopted the 2005 Stock Incentive Plan (the "Plan")
which authorizes the Board of Directors of the Company (the "Board") to select a
committee of disinterested persons (the "Committee"), which Committee may grant
options to certain board members, officers and key employees of the Company
under the Plan;
WHEREAS, 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 common stock of the Company.
THEREFORE, in consideration of the promises set forth below, the parties agree
as follows:
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 the Company's common
stock (the "Common Stock" or "Stock"), according to the terms and subject to the
conditions set forth below and in the plan.
2. OPTION EXERCISE PRICE
The per share price to be paid by Optionee in the event of an exercise of the
Option shall be $____.
3. WHEN OPTIONS ARE EXERCISABLE
The Options become exercisable in the amounts and on the dates set forth on
Exhibit 1 hereto.
The right to exercise the Options shall be cumulative. However, in no event
shall this Option be exercisable after 5:00 p.m. (Nashua, New Hampshire USA
time) on the tenth anniversary of the Date of Grant. At that time this Option
Agreement expires and becomes void.
4. TERMINATION OF RELATIONSHIP
4.1 Generally: Regardless of what Paragraph 3 says, if Optionee's
relationship with the Company should be terminated other than by
Death or Disability (as defined below), then Optionee only has
ninety (90) days after the date of termination to exercise those
Options which were exercisable on the date of termination. The
exercise of an Option under this Paragraph 4.1 shall be deemed to
have occurred one (1) day prior to the date of termination.
4.2 Death or Disability: In the event of the Death or Disability of
Optionee prior to the expiration of this Option, the following
provisions shall apply:
4.2.1 If Optionee, at the time of Death or Disability, is a member
of the Company's Board of Directors (as determined by the
Committee in its sole discretion) since the Date of Grant,
then the Option may be exercised; (i) by Optionee within one
(1) year following the date Disability commenced, but only to
the extent Optionee is entitled to exercise such Option on the
date his or her Disability commenced; or (ii) by Optionee's
estate, or by a person who acquired the right to exercise the
Option because of Optionee's will or the laws of descent or
distribution, within one (1) year from the date of Optionee's
Death, but only to the extent of which Optionee is entitled to
exercise the Option at the date of Death. For the purpose of
this Agreement, the term "Disability" shall have the meaning
given to it in section 22(e)(3) of the Code. Whether Optionee
suffers a Disability shall be determined by the Committee in
its sole discretion.
4.2.2 If Optionee dies within thirty (30) days after the date of
termination from the Board of Directors, the Option may be
exercised at any time within one (1) year following the date
of Death, by Optionee's estate or by a person who acquired the
right to exercise the Option because of Optionee's will or the
laws of descent or distribution, but only to the extent
Optionee is entitled to exercise the Option at the date of
termination.
4.3 Cancellation of Options: By giving written notice to the Optionee,
the Committee in its sole discretion may cancel this Option, in
whole or in part, in either of the following circumstances: (i)
where Optionee's employment has been terminated for cause; (ii)
where Optionee enters into competition with the Company; or (iii)
upon failure of Optionee to achieve performance related goals and
objectives agreed in advance by Optionee and the Company.
5. MANNER OF OPTION EXERCISE
5.1 Notice: Optionee may exercise this Option, in whole or in part from
time to time, subject to the conditions contained in the Plan and
this Agreement, by giving written notice of exercise to the Company
at its principal exective office. That notice must specify the
number of Option Shares with respect to which the Option is being
exercised. Optionee must also pay in full the total purchase price
for the Option Shares purchased. Subject to Paragraph 5.3 below, as
soon as practical after receipt of notice and payment, Optionee
shall be recorded on the books of the Company as the owner of the
Option Shares and the Company shall deliver to Optionee one or more
duly issued stock certificates evidencing such ownership. Until
certificates for the Option Shares are issued to Optionee, Optionee
shall not have any rights as a shareholder.
5.2 Payment: Optionee can pay the total purchase price of the Option
Shares to be purchased solely in cash or may ask the Committee for
permission to be allowed to pay either by transfer to the Company of
previously acquired shares of Common Stock of the Company with a
then current aggregate Fair Market Value equal to such total
purchase price, or by a combination of cash and previously acquired
shares of Common Stock. For purposes of the Agreement; (i)
"Previously Acquired Shares" shall mean only shares of Common Stock
of the Company that are already owned by the Optionee at the time of
exercise and (ii) "Fair Market Value" shall be determined as set
forth in the Plan.
5.3 Limitation on Obligation to Issue: The Company shall not be required
to sell or issue any shares under this Option if, in the sole
opinion of the Committee; (i) the issuance of such shares would
constitute a violation by Optionee or the Company of any applicable
law or regulation including, without limitation, federal and state
securities law, or (ii) the consent or approval of any governmental
body is necessary or desirable in connection with the issuance of
such shares.
6. LEGENDS
Each certificate representing any shares of Stock issued to Optionee hereunder
may have endorsed thereon a legend in a form as may be determined by the Company
to be necessary, in its sole discretion, reflecting any limitations on resale.
7. CHANGES IN CAPITAL STRUCTURE
7.1 If the Company declares a stock dividend or a stock split is
authorized, the number of Option Shares still outstanding under this
Option shall be increased proportionately and the exercise price per
share proportionately decreases. In the event the Company declares
or authorizes a reverse stock split or combination of shares, the
number of Option Shares shall be proportionately reduced and the
exercise price per share shall be proportionately increased.
7.2 If the Company's Common Stock shall be changed into a different class
of shares or if, because of reorganization, recapitalization, merger or
consolidation it is necessary to exchange the Option Shares for shares
of another company, then the appropriate substitution or exchange shall
be made in the shares subject to this Option. The Committee may make
such adjustments in the number, kind, exercise date of the Option
Shares as is necessary. However, none of these changes shall give the
Optionee additional benefits or increase the differential between the
exercise price and the Fair Market Value.
7.3 If the Company is dissolved or liquidated, or if the Company is not the
surviving or resulting corporation in connection with a merger or
consolidation, the Committee (in its sole discretion) may allow
Optionee the right to exercise this Option prior to the occurrence of
the event which would otherwise terminate this Option.
8. DISPOSITION OF STOCK
Prior to making a disposition (as defined in Section 425(c) of the Code)
of any shares of Stock acquired pursuant to the exercise of this Option
before the expiration of two years after the Date of Grant or before the
expiration of one year after the date on which such shares of Stock were
transferred to the Optionee pursuant to exercise of this Option, the
Optionee shall send written notice to the Company of the proposed date of
such disposition, the number of shares to be disposed of, the amount of
proceeds to be received from such disposition and any other information
relating to such disposition that the Company may reasonably request.
9. NON-TRANSFERABILITY
This Option shall not be transferable by Optionee, either voluntarily or
involuntarily, except by will or the laws of descent and distribution, and
then only to the extent provided in Paragraph 4.2. Any attempt to transfer
this Option other than as permitted shall void the Option. The Option
shall be exercisable during Optionee's lifetime only by Optionee.
10. LIMITATION ON LIABILITY
Nothing in this agreement shall be construed to: (i) limit in any way the
right of the Company to terminate the relationship of Optionee at any
time, or (ii) be evidence of any agreement or understanding, express or
implied, that the Company will employ Optionee in any particular position,
at any particular rate of compensation or for any particular period of
time.
11. BINDING EFFECT
This agreement shall be binding upon the heirs, executors, administrators
and successors of the parties hereto.
12. GOVERNING LAW
This Agreement and all rights and obligations in it shall be construed in
accordance with the Plan and governed by the laws of the State of New
Hampshire. The parties hereto agree to submit to the personal jurisdiction
of courts sitting in the State of New Hampshire for the purpose of
resolving any dispute under this Agreement.
13. INTEGRATION
This Agreement supersedes any prior agreement, discussions or
understandings between the parties on the subject matter covered by this
Agreement.
14. SEVERABILITY
Should any provision of the Agreement be deemed by a court of competent
jurisdiction to be unenforceable, the remaining provisions shall continue
to be in full force and effect.
15. AMENDMENT
This Agreement may only be amended by written agreement signed by both
parties, by amendment of the Plan or as provided for in the Plan document.
IN WITNESS WHEREOF, the parties have executed this Agreement effective on the
Grant Date.
ICAD, INC.
BY: __________________________
ITS: Chief Executive Officer
OPTIONEE:______________________________
Name Printed: _________________________