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EXHIBIT 10.23
STATUTORY INCENTIVE STOCK
OPTION AGREEMENT
This AGREEMENT is made between HYPERBARIC SYSTEMS, having a principal
place of business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, hereafter referred
to as "Employer," and , hereinafter referred to as "Employee."
OPTION GRANTED
1. Employer hereby grants Employee an option to purchase shares of
common stock at a purchase price of $ per share.
TIME OF EXERCISE OF OPTION
2. Employee may exercise this option to purchase his or her shares
according to the following schedule:
30% After 1st year 10/1/00
30% After 2nd year 10/1/01
40% After 3rd year 10/1/02
until termination of the option as provided in Paragraph 7, below, so long as at
all times, beginning with the date of the grant of this option and ending three
months prior to the date of exercise, or 12 months prior to the date of exercise
if the employee is disabled within the meaning of Internal Revenue Code Section
22(e)(3), Employee remains employed. For purposes of this Agreement,
"employment" means that Employee is employed by Employer, a parent or subsidiary
corporation of such a corporation issuing or assuming a stock option in a
transaction to which Internal Revenue Code Section 424(a) applies.
METHOD OF EXERCISE
3. This option shall be exercised by Employee, or in the case of the
exercise after Employee's death, the Employee's executor, administrator, heir or
legatee, as the case may be, by written notice delivered to Employer at its
principal place of business, stating the number of shares for which the option
is being exercised. The notice must be accompanied by a check or other payment
in full in any other form which the Committee who administers the Plan, may, in
its discretion, approve at the time of the exercise in accordance with Paragraph
4 of this Agreement.
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In the case of the exercise of an Employee's option after death, the
person or persons exercising on behalf of the deceased Employee shall provide
appropriate documentation establishing their right to act on behalf of the
decedent.
LOANS
4. The Committee acting as plan administrator may, in its absolute
discretion and without any obligation to do so, assist the Employee in the
exercise of this option by (1) authorizing the extension of a loan to the
Employee from the Company or (ii) permitting the Employee to pay the option
price for the purchased shares of stock in installments over a period of years.
The terms of the loan or installment method of payment (including the interest
rate, the collateral requirements and terms of repayment) shall be established
by the Committee as plan administrator, in its sole discretion.
CAPITAL ADJUSTMENTS
5.(a) The existence of this option shall not affect in any way the right
or power of Employer or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations, or other changes in Employer's
capital structure or its business, or any merger or consolidation of Employer or
any issue of bonds, debentures, preferred or prior preference stocks ahead of or
affecting the common stock or the rights thereof, or the issuance of any
securities convertible into any common stock or of any rights, options, or
warrants to purchase any common stock, or the dissolution or liquidation of
Employer, any sale or transfer of all or any part of its assets or business, or
any other corporate act or proceedings of Employer, whether of a similar
character or otherwise.
(b) The shares with respect to which this option is granted are shares
of the common voting stock of HYPERBARIC SYSTEMS as presently constituted, but
if and whenever, prior to the delivery by Employer of all the shares of the
stock with respect to which this option is granted, Employer shall effect a
subdivision or consolidation of shares or other capital readjustment, the
payment of a stock dividend, or other increase or reduction of the number of
shares of the stock outstanding without receiving compensation therefor in
money, services, or property, the number of shares of stock then remaining
subject to this option shall (a) in the event of an increase in the number of
outstanding shares, be proportionately increased, and the cash consideration
payable per share shall be proportionately reduced; and (b) in the event of a
reduction in the number of outstanding shares, be proportionately reduced, and
the cash consideration payable per share shall be proportionately increased.
MERGER AND CONSOLIDATION
6.(a) Following the merger of one or more corporations into Employer or
any consolidation of Employer and one or more corporations in which Employer is
the surviving corporation, the exercise of these options shall apply to the
shares of the surviving corporation.
(b) Notwithstanding any other provision of this Agreement, this option
shall terminate on the dissolution or liquidation of Employer, or on any merger
or consolidation in which Employer is not the surviving corporation.
TRANSFER OF OPTION
7. During Employee's lifetime, this option shall be exercisable only by
Employee. This option shall not be transferable by Employee other than by the
laws of the descent and distribution upon Employee's death. In the event of
Employee's death during employment or during the applicable period after
termination of employment specified in Paragraph 2 above, Employee's personal
representatives may exercise any portion of this option that remains unexercised
at the time of Employee's death, provided that any such exercise must be made,
if at all, during the period within one year after Employee's death, and subject
to the option termination date specified in Paragraph 7(c) below.
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TERMINATION OF OPTION
8. This option shall terminate on the earliest of the following dates:
a. The expiration of three months from the date of Employee's
termination of employment, as defined in Paragraph 2, above, except for
termination due to death or permanent and total disability.
b. The expiration of twelve months from the date on which
Employee's employment, as defined in Paragraph 2 above, is terminated due to
permanent and total disability, as defined in Internal Revenue Code Section
22(e)(3); or,
c. Five years from the date of the granting of this option.
RIGHTS AS SHAREHOLDER
9. Employee will not be deemed to be a holder of any shares pursuant to
the exercise of this option until Employee pays the option price and a stock
certificate is delivered to Employee for those shares. No adjustments shall be
made for dividends or other rights for which the record date is prior to the
date the stock certificate is delivered.
CONSTRUCTION
10. This Agreement and the option evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the
express terms and provision of the Plan. All decisions of the Plan Administrator
and/or Compensation Committee with respect to any question shall be conclusive
and binding on all persons having an interest in this option.
GOVERNING LAW
11. The interpretation, performance, and enforcement of this Agreement
shall be governed by the laws of the State of California.
EFFECTIVE DATE OF THIS AGREEMENT
12. The effective date of this Agreement and granting of option to the
Employee shall be the date this agreement is signed and written herein below.
EXECUTED THIS DAY OF OCTOBER, 1999, AT PALO ALTO, CALIFORNIA.
"EMPLOYER" "EMPLOYEE"
HYPERBARIC SYSTEMS
BY:
-------------------------------- (Signature)
▇▇▇▇▇ ▇▇▇▇▇▇, PRESIDENT
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
(Type Name)
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(Type Address)