KINETIC CONCEPTS, INC.
NON-STATUTORY STOCK OPTION
TERMS OF GRANT
____________, 199_
1. Grant of Option. Kinetic Concepts, Inc. (the "Company") hereby
grants ("Participant") the right (the "Option") to
purchase shares (the "Shares") of the common
stock, par value $.001 per share (the "Common Stock"), of the Company
at a price of __________________ Dollars ($____) per Share (the
"Exercise Price") in accordance with the terms of the 1995 Kinetic
Concepts, Inc. Senior Executive Stock Option Plan (the "Plan"). The
Committee, exercising good faith, has determined that the Option
Exercise Price is equal to at least one hundred percent (100%) of
the fair market value of each Share on the date hereof.
Notwithstanding any provision in this Agreement to the contrary, in
the event that the Plan is not approved by the shareholders of the
Company, the Option shall automatically become void.
2. Duration of Option. The Option shall remain in effect during
the period commencing as of the date hereof and ending on the
earliest of (i) the date all of the Shares are purchased, (ii) three
months from the date of the termination of employment of Participant,
for any reason other than the death or permanent disability of the
Participant, (iii) six months from the date of the termination of
employment of the Participant as a result of the death or permanent
disability of the Participant, or, (iv) 5:00 p.m. C.S.T. on the date
which is ten (10) years from the date of this Option grant. In the
event of a dispute between the Participant and the Company as to the
termination of thean Option, the decision of the Committee with
respect to such matter, determined in good faith, shall be final,
binding and conclusive on the Participant. The Company shall give
Participant prior written notice of any Change of Control Event (as
defined in the Plan) and the last day on which Participant may
exercise the Option. In the event of a Change of Control Event, the
vesting of the Option, to the extent it is still in effect under this
Article 2 and has not been forfeited pursuant to Section 3 hereof,
shall be accelerated and the Option shall immediately become fully
vested and exercisable. Participant may, upon compliance with all
the terms of the Plan, purchase any or all of the Shares on or prior
to the last day specified in such notice by the Company, and, to the
extent the Option shall not be exercised, it shall expire at 5:00
p.m. C.S.T. on the last day specified in such notice by the Company.
Upon expiration of the Option, the Participant shall have no further
rights in or under the Options or to the Shares which have not been
purchased by such time.
3. Vesting and Exercise of Option.
The Option shall vest and may be exercised by Participant as
follows:
A. The Option will vest in twenty-five percent (25%) one-
quarter third increments on December 31st of each of the first
three four full calendar years following the date of the grant
of the Option (or in a later year as provided hereinbelow) (a
"Vesting Year"), provided, however, the Option will not vest in
a particular Vesting year unless: the Company has achieved 100%
of the Company's annual corporate plan approved by the Board of
Directors for that Vesting year. This calculation will be made
based on the methodology established for senior level corporate
employees, under the Company's 1996 Management Incentive Plan.
In addition, in the event the average closing price of the
Company's common stock in the month of December of any Vesting
Year ("Average Closing Price") does not exceed the Average
Closing Price for the prior year by at least twenty (20%)
percent and such an event occurs in two consecutive Vesting
years, then the portions of the Option scheduled to vest in the
second consecutive year shall not vest and all unvested portions
of the Option shall not be eligible to vest during the first
four Vesting Years of the Option (except in the event of a
Change of Control). Notwithstanding the above and subject to
the earlier termination of the Option pursuant to clauses (i),
(ii) and (iii) of Section 1 hereof, the Option granted hereunder
shall vest, to the extent not previously vested pursuant to this
Section 3A, six months prior to the date which is ten (10) years
from the date of grant (____________, 199_) and shall
remain outstanding until the expiration of the term of the
Option as specified herein.
B. Any vested portion of the Option eligible to be exercised
by Participant and not which has not been previously exercised
may be exercised up to the time of expiration of the Option.
Notwithstanding the above, and except in the event of a Change
of Control or the termination of the Participant without Good
Cause (as defined in the Plan), the Option shall not be
exercisable until the third anniversary of the grant of the
Option. The Option may be exercised only during the thirty (30)
day period which begins two (2) full days after the Company
issues a quarterly or annual earnings release; provided,
however, that the Committee, in its sole discretion, may permit
the Option to be exercised in whole or in part at times other
than that stated above. The Option may be exercised only in
amounts of one hundred (100) shares or whole multiples thereof;
provided, however, that this restriction shall not apply to the
purchase by Participant of all outstanding vested Shares. In no
event shall Participant be entitled to purchase a fractional
share. Notwithstanding any provision in this Agreement to the
contrary, if the Participant ceases to be an employee of the
Company for any reason, the Participant shall have no rights
with respect to the portion of the Option that is not then
vested and the unvested portion of the Option shall be
automatically forfeited. The Option may be exercised only if
compliance with all applicable federal and state securities laws
can be effected and only by (i) Participant's completion,
execution and delivery to the Company of a notice of exercise,
and (ii) the payment to the Company of the Exercise Price.
Except in the event of the death of a Participant, in which
event Participant's estate, executors or administrators,
personal or legal representatives or heirs may exercise this
Option in accordance with the terms of Subsection 3CB hereof,
this the Option or any of the rights thereunder may be exercised
by the Participant or permitted transferee only and may not be
transferred or assigned in whole or in part, whether
voluntarily, involuntarily or by operation of law (including,
without limitation the laws of bankruptcy) other than by will or
the laws of descent and distribution or pursuant to a qualified
domestic relations order.
C. In the event of the death of a Participant, Participant's
estate, executors or administrators, or personal or legal
representatives shall be entitled, for a period of six (6)
months following the date of Participant's death, to exercise
the Option, but only to the extent that Participant was entitled
to exercise the Option on the date of such death and subject to
the earlier expiration of the Option pursuant to Section 2
hereof.. Any person so desiring to exercise Participant's the
Option shall be required, as a condition to the exercise of the
Option, to furnish to the Company such documentation as the
Company shall deem satisfactory to evidence the authority of
such person to exercise the Option on behalf of the
Participant's estate.
D. Payment of the Exercise Price shall be made in cash and/or
upon approval by the Committee by surrender by the Participant
of a sufficient number of shares of the Company's sStock
(previously acquired by the Participant) valued at the fair
market value of such shares. The Committee may, upon such terms
and conditions as it deems appropriate, accept the surrender by
Participant of Participant's right to exercise the Option, in
whole or in part, and authorize a cash payment in consideration
therefore. As a condition to the issuance of Company Stock
pursuant to this the Option, the Participant authorizes the
Company to withhold in accordance with applicable law, from any
regular cash compensation payable to Participant, any taxes
required to be withheld by the Company under federal, state or
local law as a result of Participant's exercise of this Option.
4. Employment of Participant. Nothing in this oOption grant shall
be construed as constituting a commitment, guarantee, agreement or
understanding of any kind or nature that the Company shall continue
to employ Participant, nor shall this oOption grant affect the right
of the Company to terminate the employment of Participant at any time
and for any reason. No change of Participant's duties as an employee
of the Company shall result in, or be deemed to be, a modification of
any of the terms of this option grant.
5. Terms and Conditions of Plan. The terms and conditions included
in the Plan are incorporated by reference herein, and to the extent
that any conflict may exist between any term or provision of this
option grant and any term or provision of the Plan, such term or
provision of the Plan shall control. The Plan and this oOption grant
set forth all of the understanding between the parties hereto with
respect to the Option and the Shares, and there are no promises,
agreements, or understandings, express or implied, between them with
respect to the Option or the Shares other than as set forth herein or
in the Plan. This The oOption grant shall be construed and enforced
in accordance with the laws of the State of Texas.
This option grant The Option may be amended as required or desirable
(in the opinion of the Company or its counsel) in order to comply
with any rule or regulation promulgated or proposed under the Code by
the Internal Revenue Service.
KINETIC CONCEPTS, INC.
By:
____________________________
Raymond R. Hannigan,
President &
Chief Executive Officer