EXHIBIT 4e
AGREEMENT FOR NONQUALIFIED STOCK OPTIONS
FOR CLINICAL ADVISOR
THIS OPTION AGREEMENT (the "Agreement") is made and entered into effective
as of the __ day of ____, _____, by and between Atrion Corporation, a Delaware
corporation (the "Company"), and ____________________________, a Clinical
Advisor (the "Participant").
W I T N E S S E T H :
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WHEREAS, the Participant is currently serving as a Clinical Advisor for
Quest Medical, Inc. ("Quest"), a wholly-owned subsidiary of the Company; and
WHEREAS, the Company desires to encourage the Participant to own shares of
common stock of the Company ("Shares") and to give the Participant an added
incentive to advance the interests of the Company.
NOW, THEREFORE, for and in consideration of the premises, the mutual
promises and covenants herein contained, and other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:
1. Subject to the execution of this Agreement, the Company has granted to
the Participant an option (the "Option") to purchase from the Company such
number of whole Shares as is set forth on Exhibit A attached hereto from the
authorized and unissued common stock of the Company, or from the treasury stock
of the Company, at and for the price set forth on Exhibit A attached hereto (the
"Option Price"). The Option has been designated as a nonqualified stock option.
2. The Option shall be exercised by delivery to the Company at its
principal office of written notice of the Participant's intent to exercise the
Option with respect to the number of Shares then being purchased, accompanied by
payment in full to the Company of the amount of the Option Price for the number
of Shares then being purchased. The Option Price upon exercise of the Option
shall be payable to the Company (a) in cash or its equivalent, (b) by tendering
previously acquired Shares having an aggregate Fair Market Value (as defined
below) at the time of exercise equal to the aggregate Option Price or (c) by a
combination of (a) and (b). The Option Price shall be paid directly by the
Participant; however, if the exercise of the Option is in accordance with
Section 220.3(e) of Regulation T promulgated by the Board of Governors of the
Federal Reserve System (a "cashless exercise"), the Option Price may be paid
directly by a registered broker-dealer for the account of the Participant. The
term "Fair Market Value" means, as of any date, the closing sales price of a
Share on such date as reported by (a) any national securities exchange on which
the Shares are actively traded or (b) The Nasdaq Stock Market or, if no Shares
are traded on such exchange or system on such date, then on the next preceding
date on which any Shares were traded on such exchange or system.
3. The Option may be exercised and Shares may be purchased by the
Participant as the result of such exercise only during the term set forth on
Exhibit A attached hereto; provided, however, that in no event shall the total
number of Shares purchased hereunder pursuant to the
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exercise of the Option exceed the number set forth on Exhibit A attached hereto,
as the same may be adjusted in accordance with Paragraph 8 hereof, and in no
event shall the period for exercising the Option exceed ten (10) years from the
date of the grant of the Option. Exercise of the Option is subject to the
following additional terms and conditions:
(a) In the event the Participant ceases to be a Clinical Advisor
other than as a result of the Participant's death, the Option may be
exercised at any time after the date of such cessation and before the
earlier of (i) three (3) months and (ii) the expiration date of the
Option.
(b) In the event the Participant ceases to be a Clinical Advisor
by reason of the Participant's death, the Option may be exercised at
any time after the date of Participant's death and before the earlier
of (i) six (6) months after the date of Participant's death and (ii)
the expiration date of the Option.
4. In case of any exercise of the Option, this Agreement, accompanied by
payment of the full purchase price for the Shares then being purchased as
provided in Paragraph 2 above, shall be surrendered to the Company. The Company
will thereupon cause to be issued and delivered to the participant (or, in the
event of a cashless exercise, to the Participant's broker-dealer), as soon as
reasonably practicable, a certificate or certificates representing the Shares so
purchased and fully paid for. In the event of a partial exercise, the Company
will endorse on Exhibit B attached hereto the fact that the Option has been
partially exercised on such date, setting forth the extent of such exercise, and
return this Agreement to the Participant.
5. The Option is personal to the Participant and may not in any manner or
respect be assigned or transferred otherwise than by will or the laws of descent
and distribution, and is exercisable during the participant's lifetime only by
the Participant. To the extent the Option is not exercised, the Shares covered
hereby shall be considered released to the Company.
6. The Option is in all respects subject to and shall be governed and
determined by any rules which might be adopted by the Board of Directors of the
Company with respect thereto to the same extent and with the same effect as if
set forth fully herein.
7. This Agreement shall terminate no later than ten (10) years from the
date of grant of the Option.
8. In the event of any change in corporate capitalization, such as a stock
dividend or stock split, or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other distribution of stock
or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section 368 of the
Internal Revenue Code) or any partial or complete liquidation of the Company,
such adjustment shall be made in the number, class and price of Shares subject
to the Option as may be determined to be appropriate and equitable by the Board
of Directors of the Company, in its sole discretion, to prevent dilution or
enlargement of rights; provided, however, that the number of Shares subject to
the Option shall always be a whole number.
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9. This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, applied without giving effect to any
conflict-of-law principles. Any invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.
10. This Agreement shall be binding upon and shall inure to the benefit of
each of the parties hereto and their respective executors, administrators,
personal representatives, legal representatives, heirs and successors in
interest.
11. This Agreement may be executed in any number of counterparts, each of
which shall be considered an original, and such counterparts shall together
constitute and be one and the same instrument.
12. Upon demand by the Company, the Participant agrees to deliver to the
Company at the time of any complete or partial exercise of this Option a written
representation that the Shares being acquired upon such exercise are being
acquired for investment and not for resale or with a view to the distribution
thereof.
13. The Company shall have the power and the right to deduct or withhold,
or require the Participant to remit to the Company, an amount sufficient to
satisfy federal, state and local taxes (including the Participant's FICA
obligation) required by law to be withheld with respect to any taxable event
arising as a result of the grant or exercise of the Option. With respect to
withholding required upon the exercise of the Option, the Participant may elect,
subject to the approval of the Board of Directors of the Company, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares having a Fair Market value on the date as of which the tax is to be
determined equal to the minimum statutory total tax which could be imposed on
the transaction. All such elections shall be irrevocable, made in writing,
signed by the Participant, and subject to any restrictions or limitations that
the Board of Directors of the Company, in its sole discretion, deems
appropriate.
IN WITNESS WHEREOF, the Company and the Participant have executed and
delivered this Agreement as of the day and year first written above.
ATRION CORPORATION
By:
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Name:
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Title:
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PARTICIPANT
Name:
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EXHIBIT A
TO
OPTION AGREEMENT
Participant: ___________________________
Grant Date: ___________________________
Option Price: $12.25
Can Only Be Must Be
Shares Subject to Option Exercised After Exercised Before
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EXHIBIT B
TO
OPTION AGREEMENT
Pursuant to Paragraph 4 hereof, record partial exercise below:
PARTIAL EXERCISE
Signature of
No. of Shares Date of No. of Share Endorsing
Exercised Exercise Remaining Officer
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