EXHIBIT 99.2
INCENTIVE STOCK OPTION
_________________________, Optionee:
Medical Composite Technology, Inc. (the "Company"), pursuant to its
1989 Stock Option Plan (the "Plan") has this day granted to you, the
optionee named above, an option to purchase shares of the common stock of
the Company ("Common Stock"). This option is intended to qualify as an
"incentive stock option" within the meaning of Section 422A of the Internal
Revenue Code of 1986, as amended from time to time (the "Code").
The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's
employees (including officers) and is intended to comply with the
provisions of Rule 701 promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act").
The details of your option are as follows:
1. The total number of shares of Common Stock subject to this option
is ____________________ (__________). Subject to the limitations contained
herein, this option shall be exercisable with respect to each installment
shown below on or after the date of vesting applicable to such installment,
as follows:
Number of Shares Date of Earliest Exercise
(Installment) (Vesting)
2. (a) The exercise price of this option is ___________
($___________) per share, being not less than the fair market value of the
Common Stock on the date of grant of this option.
(b) Payment of the exercise price per share is due in full in cash
(including check) upon exercise of all or any part of each installment
which has become exercisable by you. Notwithstanding the foregoing, this
option may be exercised pursuant to a program developed under Regulation T
as promulgated by the Federal Reserve Board which results in the receipt of
cash (or check) by the Company prior to the issuance of Common Stock.
3. The minimum number of shares with respect to which this option
may be exercised at any one time is one thousand (1,000), except (a) as to
an installment subject to exercise, as set forth in paragraph 1, which
amounts to fewer than one thousand (1,000) shares, in which case, as to the
exercise of that installment, the number of shares in such installment
shall be the minimum number of shares, and (b) with respect to the final
exercise of this option this paragraph 3 shall not apply.
4. Notwithstanding anything to the contrary contained herein, this
option may not be exercised unless the shares issuable upon exercise of
this option are then registered under the Act or, if such shares are not
then so registered, the Company has determined that such exercise and
issuance would be exempt from the registration requirements of the Act.
5. The term of this option commences on the date hereof and, unless
sooner terminated as set forth below or in the Plan, terminates on
_____________________ (which date shall be no more than ten (10) years from
the date this option is granted). This option shall terminate prior to the
expiration of its term as follows: three (3) months after the termination
of your employment with the Company or an affiliate of the Company (as
defined in the Plan) for any reason or for no reason unless:
(a) such termination of employment is due to your permanent and total
disability (within the meaning of Section 422A(c)(7) of the Code), in which
event the option shall terminate on the earlier of the termination date set
forth above or one (1) year following such termination of employment; or
(b) such termination of employment is due to your death, in which
event the option shall terminate on the earlier of the termination date set
forth above or eighteen (18) months after your death; or
(c) during any part of such three (3) month period the option is not
exercisable solely because of the condition set forth in paragraph 4 above,
in which event the option shall not terminate until the earlier of the
termination date set forth above or until it shall have been exercisable
for an aggregate period of three (3) months after the termination of
employment; or
(d) exercise of the option within three (3) months after termination
of your employment with the Company or with an affiliate would result in
liability under section 16(b) of the Securities Exchange Act of 1934, in
which case the option will terminate on the earlier of (i) the termination
date set forth above, (ii) the tenth (10th) day after the last date upon
which exercise would result in such liability or (iii) six (6) months and
ten (10) days after the termination of your employment with the Company or
an affiliate.
However, this option may be exercised following termination of
employment only as to that number of shares as to which it was exercisable
on the date of termination of employment under the provisions of paragraph
1 of this option.
6. (a) This option may be exercised, to the extent specified above,
by delivering a notice of exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to
such other person as the Company may designate, during regular business
hours, together with such additional documents as the Company may then
require pursuant to subparagraph 5(c) of the Plan.
(b) By exercising this option you agree that:
(i) the Company may require you to enter an arrangement providing for the
payment by you to the Company of any tax withholding obligation of the
Company arising by reason of (1) the exercise of this option; (2) the lapse
of any substantial risk of forfeiture to which the shares are subject at
the time of exercise; or (3) the disposition of shares acquired upon such
exercise;
(ii) you will notify the Company in writing within fifteen (15) days after
the date of any disposition of any of the shares of the Common Stock issued
upon exercise of this option that occurs within two (2) years after the
date of this option grant or within one (1) year after such shares of
Common Stock are transferred upon exercise of this option; and
(iii) the Company (or a representative of the underwriters) may, in
connection with the first underwritten registration of the offering of any
securities of the Company under the Act, require that you not sell or
otherwise transfer or dispose of any shares of Common Stock or other
securities of the Company during such period (not to exceed one hundred
twenty (120) days) following the effective date (the "Effective Date") of
the registration statement of the Company filed under the Act as may be
requested by the Company or the representative of the underwriters;
provided, however, that such restriction shall apply only if, on the
Effective Date, you are an officer, director, or owner of more than one
percent (1%) of the outstanding securities of the Company. For purposes of
this restriction you will be deemed to own securities which (i) are owned
directly or indirectly by you, including securities held for your benefit
by nominees, custodians, brokers or pledgees; (ii) may be acquired by you
within sixty (60) days of the Effective Date; (iii) are owned directly or
indirectly, by or for your brothers or sisters (whether by whole or half
blood) spouse, ancestors and lineal descendants; or (iv) are owned,
directly or indirectly, by or for a corporation, partnership, estate or
trust of which you are a shareholder, partner or beneficiary, but only to
the extent of his proportionate interest therein as a shareholder, partner
or beneficiary thereof. You further agree that the Company may impose
stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such period.
7. This option is not transferable, except by will or by the laws of
descent and distribution, and is exercisable during your life only by you.
8. This option is not an employment contract and nothing in this
option shall be deemed to create in any way whatsoever any obligation on
your part to continue in the employ of the Company, or of the Company to
continue your employment with the Company.
9. Any notices provided for in this option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in
the case of notices delivered by the Company to you, five (5) days after
deposit in the United States mail, postage prepaid, addressed to you at the
address specified below or at such other address as you hereafter designate
by written notice to the Company.
10. This option is subject to all the provisions of the Plan, a copy
of which is attached hereto and its provisions are hereby made a part of
this option, including without limitation the provisions of paragraph 5 of
the Plan relating to option provisions, and is further subject to all
interpretations, amendments, rules and regulations which may from time to
time be promulgated and adopted pursuant to the Plan. In the event of any
conflict between the provisions of this option and those of the Plan, the
provisions of the Plan shall control.
Dated the _____ day of _____________, 19_____.
Very truly yours,
MEDICAL COMPOSITE TECHNOLOGY, INC.
By: ______________________________________
Duly authorized on behalf
of the Board of Directors
The undersigned:
(a) Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with
respect to this option are set forth in the option and the Plan; and
(b) Acknowledges that as of the date of grant of this option, it sets
forth the entire understanding between the undersigned optionee and the
Company and its affiliates regarding the acquisition of stock in the
Company and supersedes all prior oral and written agreements on that
subject with the exception of the following agreements only:
NONE _________
(Initial)
OTHER ________________________________
________________________________
________________________________
______________________________
Optionee
Address: ______________________________
______________________________
Attachments:
1989 Stock Option Plan
Notice of Exercise