IMAGE GUIDED TECHNOLOGIES, INC.
STOCK OPTION AGREEMENT
Reflects 12/9/94 Stock Split*
THIS STOCK OPTION AGREEMENT is issued to ((FULLNAME)) (the "Optionee"), pursuant
to the 1994 Stock Option Plan (the "Plan") of Image Guided Technologies, Inc., a
Colorado corporation (the "Corporation").
1. OPTIONEE; BASIC TERMS. The Optionee is hereby granted an option to
purchase the number of fully paid and non-assessable shares of the Common
Stock, no par value, of the Corporation at the option price set forth
below, subject to the following additional terms and conditions:
(a) DEFINITIONS.
(i) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(ii) "Incentive Stock Option" shall mean an option described in
Section 422 of the Code. To qualify for favorable tax
treatment provided by an Incentive Stock Option, the shares
purchased upon exercise must be held for a period of two
(2) years from the date of the option grant and for a
period of one (1) year after the shares are transferred to
Optionee.
(iii) "Non-Statutory Option" shall mean an option other than an
Incentive Stock Option, the exercise of which generally
results in an immediate taxable event.
(iv) Unless otherwise indicated, all capitalized terms set forth
in this Agreement shall have the meaning provided to them
under the Plan, a copy of which Optionee acknowledges
having received.
(b) GRANT OF OPTION.
(i) The Corporation hereby grants to the Optionee an option
(the "Option") to purchase ((SHARES)) shares of the Common
Stock of the Corporation, upon the terms and conditions set
forth below. The date of grant of the Option is
((GRANTDATE)) (the "Grant Date").
(ii) This Option is a(n):
/ / Incentive Stock Option (to be received only by
EMPLOYEES of the Corporation).
/ / Non-Statutory Option.
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*The number of shares granted and the price per share as set forth in this Stock
Option Agreement both reflect the four-for-one stock split on 12/9/94, and thus
no further adjustment for such stock split is required.
(iii) The Optionee is a(n) (if applicable, check more than one):
/ / Employee
/ / Consultant
/ / Director
(c) DURATION OF OPTION. This Option shall expire five (5) years from
the Grant Date; provided, however, for any Optionee who owns more
than ten percent (10%) of the total combined voting power or value
of all classes of stock of the Corporation, the duration of an
Incentive Stock Option shall be five (5) years.
(d) EXERCISE PRICE. The purchase price for the shares subject to the
Option shall be $((PRICE)) per share.
2. EXERCISABILITY. Subject to the provisions relating to termination, death
or permanent disability as set forth in the Plan and paragraph 6 herein,
this Option shall vest over a three-year period, in equal quarterly
installments, beginning after six months from Grant Date, I.E., one-sixth
of the option shares shall be exercisable six months after the Grant
Date, and one twelfth of the option shares shall be exercisable at the
end of each quarter thereafter. Under these provisions, the Option is
fully exercisable 36 months after the Grant Date. The holder of the
Option shall not have any of the rights of a shareholder with respect to
the Shares covered by the Option except to the extent that one or more
certificates for such Shares shall be delivered to him or her upon the
due exercise of the Option.
3. METHOD OF EXERCISING OPTION.
(a) Subject to the terms and conditions of this Option Agreement, the
Option may be exercised by written notice to the Corporation, at
its principal office, in substantially the form of Exhibit A
attached hereto. Such notice shall be accompanied by payment of
the full purchase price of such shares, and the Corporation shall
deliver a certificate or certificates representing such shares as
soon as practicable after the notice is received.
(b) Optionee agrees to have withheld from any remuneration payable to
him or her by the Corporation and/or to pay to the Corporation, at
the time of exercise of the Option, an amount which is required to
be withheld or paid pursuant to any Federal, State or local tax or
revenue laws or regulations, as may be determined by the
Corporation.
(c) The certificate or certificates for the shares as to which the
Option shall have been exercised shall be registered in the name
of the person or persons exercising the Option. In the event the
Option shall be exercised pursuant to the Plan by any person or
persons other than the Optionee, such notice shall be accompanied
by appropriate proof of the right of such person or persons to
exercise the Option. All shares that shall be purchased upon the
exercise of the Option as provided herein shall be fully paid and
nonassessable.
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4. NONTRANSFERABILITY. The Option shall not be transferable otherwise than
by will or the laws of descent and distribution, and the Option may be
exercised, during the lifetime of the Optionee, only by the Optionee or
his or her legal representative. The Option shall be null and void and
without effect upon any attempted assignment or transfer, except as
hereinabove provided, including without limitation, any purported
assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof.
5. DISCLOSURE AND RISK. The Optionee represents and warrants to the
Corporation as follows:
(a) This Option and the Shares will be acquired by the Optionee for
Optionee's own account, for investment and not with a view to, or
for resale in connection with, any distribution or public offering
thereof within the meaning of the Securities Act of 1933, as
amended (the "Securities Act").
(b) The Optionee understands that: (i) at time of grant and exercise,
the Option and the Shares have not been and probably will not have
been registered under the Securities Act by reason of their
issuance in a transaction exempt from the registration and
prospectus delivery requirements of the Securities Act, and that
they must be held by the Optionee indefinitely; (ii) that the
Optionee must therefore bear the economic risk of such investment
indefinitely, unless a subsequent disposition thereof is
registered under the Securities Act or is exempt from
registration; (iii) that Rule 144, the usual exemption from
registration, is only available after the satisfaction of certain
holding periods and in the presence of a public market for the
Shares, that there is no certainty that a public market for the
Shares will exist, and that otherwise it will be necessary that
the Shares be sold pursuant to another exemption from registration
which may be difficult to satisfy.
(c) That because of Optionee's position with or relationship to the
Corporation and as a result of inquiries made by Optionee and
information furnished to Optionee by the Corporation, Optionee has
as of the Grant Date and will have as of the date of exercise,
reviewed all information necessary to make an informed investment
decision.
(d) That Optionee understands that each certificate representing the
Shares shall be endorsed with the following legend:
"THE SHARES REPRESENTED BY THE CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE
"RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER
THE ACT. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY."
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The Corporation need not register a transfer of any of the Shares unless
one of the conditions specified in the foregoing legend is satisfied.
6. TERMINATION, DEATH, DISABILITY. In the event of the termination, death
or disability of the Employee, the Option granted to the Employee
hereunder shall expire as provided in Section 7.4 of the Plan. If the
Optionee is a consultant or director, to the extent any Option (or
portion thereof) has not yet become exercisable (I.E., not vested) on the
Optionee's ceasing to be engaged as a consultant by or ceasing to be a
director of the Corporation, the Option (or portion thereof) not then
exercisable on the occurrence of such event shall be deemed to have been
forfeited and of no further force or effect.
7. NOTIFICATION UPON TRANSFER OF ISO SHARES. If this Option is an Incentive
Stock Option, the Optionee understands that, under certain conditions,
disposition of the Shares subject to this Option Agreement could result
in adverse tax consequences because of failure to meet prescribed holding
period requirements. Moreover, if this Option is an Incentive Stock
Option, the Optionee hereby agrees to notify the Corporation in writing
within three (3) days after any sale, transfer or other disposition of
shares acquired upon the exercise of this Option which occurs within
either twelve (12) months following the date of exercise or twenty-four
(24) months following the Grant Date.
IN WITNESS WHEREOF, the Corporation has caused this Option Agreement to be duly
executed by its officers thereunto duly authorized, and the Optionee has
executed this Agreement, all as of the Grant Date set forth in paragraph 1(b)
(i) above.
OPTIONEE IMAGE GUIDED TECHNOLOGIES, INC.
By:
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((FullName))
Title:
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Date of Execution: Date of Execution:
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Optionee acknowledges he or she has reviewed a copy of the Plan, and represents
that Optionee is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the terms and provisions thereof. Optionee
hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Corporation's Board of Directors or a Committee thereof
upon any questions arising under the Plan.
Dated:
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((FullName)), Optionee
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EXHIBIT A
IMAGE GUIDED TECHNOLOGIES, INC.
NOTICE OF EXERCISE OF OPTION
The undersigned hereby gives notice to Image Guided Technologies, Inc. (the
"Company"), of his intent to exercise his right and option to purchase
((SHARES)) shares of the Company's common stock under the Company's 1994 Stock
Option Plan (the "Plan"), and granted to him pursuant to a Stock Option granted
((GRANTDATE)), 1994 ("Option Agreement").
The undersigned hereby specifically reaffirms the representations, warranties,
and acknowledgments contained in paragraph 5 of the Option Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Notice this _____ day of
_______________, 19_____.
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(Signature)
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((FullName))
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(Social Security Number)
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