EXHIBIT 4.3.2
STOCK OPTION AGREEMENT
AGREEMENT, dated as of by and between AMERICAN
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ELECTROMEDICS CORP., a Delaware corporation (the "Company"), and
(the "Optionee").
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W I T N E S S E T H
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WHEREAS the Company agreed to grant a stock option (the "Option") to
the Optionee for the purchase of shares of the
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Company's Common Stock, par value $.10 per share (the "Common Stock"); and
WHEREAS, the Board of Directors of the Company has authorized the
grant of the Option to the Optionee; NOW, THEREFORE, in consideration of the
premises, mutual covenants herein set forth and other good and valuable
consideration, subject to the terms and conditions herein, the Company and the
Optionee hereby agree as follows:
1. Grant of Option. Subject to the terms and conditions herein, the
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Company hereby grants to the Optionee an option (the "Option") to purchase
shares (the "Option Shares") of its Common Stock
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at an exercise price (the "Exercise Price") of $ per share, as may be
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adjusted from time to time as provided in this Agreement.
2. Exercise of the Option.
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2.01. Subject to adjustments as provided in Section 5 herein,
the Option shall be cumulatively exercisable: .
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2.02. The Option shall expire on (the "Expiration
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Date") subject to earlier termination as provided herein.
3. Rights of Optionee. The Optionee shall not have any rights to
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dividends or any other rights of a stockholder with respect to any Option Shares
until such Shares shall have been issued to him (as evidenced by the appropriate
entry on the transfer books of the Company) upon purchase of such Shares upon
exercise of the Option. Furthermore, nothing contained in this Agreement shall
confer upon the Optionee any right to be continued in the employ of the Company
or its subsidiaries beyond what is called for in an Employment Agreement, if
any, or shall prevent the Company from terminating his employment in accordance
with the Employment Agreement, if any.
4. Non-Transferability of Option. This Option shall not be transferable
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other than by will or by the laws of descent and distribution, and may be
exercised during the Optionee's lifetime only by him.
5. Adjustments.
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5.01 Adjustments by the Company. In the event of a stock
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dividend, stock split-up, share combination, exchange of shares,
recapitalization, merger, consolidation, acquisition or disposition of property
or shares, reorganization, liquidation or other similar changes or transactions,
by the Company during the term of the Option, the Board of Directors of the
Company shall make such adjustment of the number and class of shares then
covered by the Option, or of the Exercise Price, or both, whose determination
shall be conclusive. To the extent practicable, the Company shall give the
Optionee prior notice of any such event, provided that the failure by the
Company to give such notice shall not subject the Company to any liability
herein.
5.02 Adjustments Due to Merger, Consolidation, Reorganization,
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Asset Sale, Liquidation, etc. (a) If the Company shall be the surviving
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corporation in any reorganization, merger, consolidation, etc. of the Company
with one or more other corporations, any then outstanding Option shall pertain
to and apply to the securities to which a holder of the number of shares of
Common Stock subject to such Option would have been entitled immediately
following such reorganization, merger, consolidation, etc. with a corresponding
proportionate adjustment of the Exercise Price as to which such Option may be
exercised so that the aggregate Exercise Price as to which such Option may be
exercised shall be the same as the aggregate Exercise Price as to which such
Option may be exercised for the shares remaining subject to the Option
immediately prior to such reorganization, merger, consolidation, etc.
(b) In the event of a merger or consolidation in which the
Company is not the surviving corporation, or sale of all or substantially all
of the assets of the Company in which outstanding shares of Common Stock are
exchanged for securities, cash or other property of any other corporation or
business entity or in the event of a liquidation of the Company (collectively,
a "Corporate Transaction"), the Board of Directors of the Company, or the board
of directors of any corporation assuming the obligations of the Company, may,
in its discretion, take any one or more of the following actions, as to
outstanding Options: (i) provide that such Options shall be assumed or
equivalent Options shall be substituted, by the acquiring or succeeding
corporation (or an affiliate thereof), (ii) upon written notice to the
Optionee, provide that all unexercised Options will terminate immediately prior
to the consummation of such transaction unless exercised by the Optionee within
a specified period following the date of such notice, or (iii) in the event of
a Corporate Transaction under the terms of which holders of the Common Stock of
the Company will receive upon consummation thereof a cash payment for each share
surrendered in the Corporate Transaction (the "Transaction Price"), make or
provide for a cash payment to the Optionee equal to the difference between
(A) the Transaction Price times the number of shares of Common Stock
subject to such outstanding Options (to the extent then exercisable at prices
not in excess of the Transaction Price) and (B) the aggregate Exercise Price
of all such outstanding Options in exchange for the termination of such
Options.
6. Reservation of Shares. The Company shall at all times during the
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term of the Option reserve and keep available such number of shares of Common
Stock or such other class of stock then subject to the Option as shall be
sufficient to satisfy the requirements of this Agreement. The Company shall list
such shares of Common Stock on the national securities exchange or automated
quotation system on which the Company's Common Stock is then listed.
7. Exercise Procedure.
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7.01 Procedure. (a) The Optionee may exercise the Option, at any
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time or from time to time as provided herein, by delivering to the Company a
written notice duly signed by the Optionee stating the number of Option Shares
that the Optionee has elected to purchase and accompanied by payment in an
amount equal to the full purchase price for the Option Shares to be purchased
(the "Purchased Shares"). The notice may be in form of the "Exercise of Option
to Purchase Shares" attached hereto. The payment may either be in cash or by
check.
(b) Following receipt by the Company of such notice of exercise
and full payment, the Company shall issue, as soon as practicable, a stock
certificate for the Purchased Shares in the name as designated by the Optionee
and deliver the certificate to the Optionee.
7.02 Compliance. The Company, however, shall not be required to
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issue or deliver the stock certificate pursuant to Section 7.01(b) hereof until
it has complied with all requirements of the Securities Act of 1933, as amended
(the "Securities Act"), the Securities Exchange Act of 1934, as amended, any
securities exchange or automated quotation system on which the Company's Common
Stock may then be listed, and all applicable state laws in connection with the
issuance of the Option Shares or their listing on said securities exchange or
system, including receiving representations by the Optionee as reasonably
required to ensure compliance with the foregoing laws.
7.03 Legend. If the Purchased Shares are not then covered by a
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registration statement in accordance with Section 8 hereof, each certificate for
the Purchased Shares shall bear the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE
SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE
REGISTRATION PROVISIONS OF SAID ACT HAVE BEEN COMPLIED WITH OR
UNLESS THE COMPANY HAS RECEIVED AN OPINION OF ITS COUNSEL THAT
SUCH REGISTRATION IS NOT REQUIRED."
8. Registration Statement. Upon the written request of the Optionee,
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the Company shall use its best efforts to prepare and file with the Securities
and Exchange Commission (the "Commission") a Registration Statement (the
"Registration Statement") on Form S-8 or any successor form under the Securities
Act, assuming continued eligibility by the Company to use such Form, for the
purpose of registering for purchase and sale of the Option Shares. The Company
shall bear the costs of preparing and filing the Registration Statement (other
than any selling costs of the Optionee) and may include in such Registration
Statement other shares of its Common Stock underlying options or awards granted
to other persons. Notwithstanding the provisions of this Section 8, the Company
shall not be obligated to file a registration statement hereunder if (i) the
Purchased Shares may then be sold pursuant to Rule 144 under the Securities Act
or (ii) the Company is not able to use a Form S-8.
9. Notices. Each notice relating to this Agreement shall be in writing
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and delivered in person or by facsimile or certified mail to the following
addresses:
If to the Company
American Electromedics Corp.
13 Columbia Drive
Amherst, New Hampshire 03031
Attn: Michael T. Pieniazek, President
Fax: (603) 880-6390
If the Optionee:
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or to such other address as either party hereto may hereinafter duly give to the
other.
10. Binding. This Agreement shall be binding upon and inure to the
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benefit of the parties hereto, and their successors, assigns, heirs and
administrators.
11. Entire Agreement. This Agreement constitutes the entire agreement
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between the parties hereto with respect to the matters herein, and cannot be
amended, modified or terminated except by an agreement in writing executed by
the parties hereto.
12. Governing Law. This Agreement shall be construed in accordance
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with and governed by the laws of the State of Delaware without regard to
the conflicts of law principles thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
AMERICAN ELECTROMEDICS CORP.
By:
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Michael T. Pieniazek,
Chief Financial Officer
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(optionee signature)
Exercise of Option
To Purchase Shares
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To: AMERICAN ELECTROMEDICS CORP.
The undersigned hereby exercises the within Option for the purchase of
shares (the "Shares") of American Electromedics Corp. Common Stock
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granted under a Stock Option Agreement, dated as of , , and
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herewith makes payment of the purchase price by the delivery of $ . In the
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event the Shares are not registered under the Securities Act of 1933, as
amended, the undersigned shall provide such representations as may be required
by the Company to fulfill any exemptions that may be sought under said Act.
Kindly issue the certificate for the Shares in accordance with the instructions
given below:
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Signature
Instructions for issuance
of stock:
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Name
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Address
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Social Security Number