1
EXHIBIT 4(ii)
NOVAMETRIX MEDICAL SYSTEMS INC.
Form of Employee Warrant Certificate
Date of Grant:
Name of Employee:
Number of Shares:
Price Per Share:
This is to certify that, effective on the date of grant
specified above, the Board of Directors (the "Board") of Novametrix Medical
Systems Inc. (the "Company") has granted to the above-named employee (the
"Employee") a warrant to purchase from the Company, for the price per share set
forth above, the number of shares of Common Stock, $.01 par value (the "Stock"),
of the Company set forth above.
The terms and conditions of the warrant granted hereby are as
follows:
1. The price at which each share of Stock subject to this
warrant may be purchased shall be the price set forth above, subject to any
adjustments which may be made pursuant to Section 9 hereof.
2. Subject to the terms and conditions set forth herein, this
warrant shall become exercisable to purchase the shares of Stock covered by this
warrant only in accordance with the following schedule:
Cumulative Percentage
of Aggregate Number of
Shares of Stock Covered
by Warrant which May Be
Exercise Period Purchased
- --------------- -----------------------
E-14
2
less, in the case of each exercise period, the number of shares of Stock, if
any, previously purchased hereunder. This warrant shall terminate and no shares
of Stock may be purchased hereunder more than ten years after the date of grant.
3. Except as provided in Section 7 hereof, this warrant may
not be exercised unless the Employee is in the employ of the Company or one of
its parent or subsidiary corporations (within the meaning of Sections 425(e) and
(f) of the Code, and referred to herein as "Parent" and "Subsidiary",
respectively) at the time of such exercise and shall have been such an employee
continuously since the date of grant of this warrant. For purposes of this
warrant, service as a director, officer or consultant of the Company or any
Parent or Subsidiary shall be considered employment.
4. Subject to the terms and conditions set forth herein, the
Employee may exercise this warrant at any time as to all or any of the shares of
Stock then purchasable in accordance with Section 2 hereof by delivering to the
Company written notice specifying:
(i) the number of whole shares of Stock to be purchased
together with payment in full of the aggregate warrant price of such
shares, provided that this warrant may not be exercised for less than
ten (10) shares of Stock or the number of shares of Stock remaining
subject to warrant, whichever is smaller;
(ii) the name or names in which the stock certificate or
certificates are to be registered;
(iii) the address to which dividends, notices, reports, etc.
are to be sent; and
(iv) the Employee's social security number.
Only one Stock certificate will be issued unless the Employee otherwise requests
in writing. Payment shall be in cash, or by certified or bank cashier's check
payable to the order of the Company, free from all collection charges. If the
Employee so requests, shares of Stock purchased upon exercise of an warrant may
be issued in the name of the Employee or another person. The Employee shall not
be entitled to any rights as a stockholder of the Company in respect of any
shares of Stock covered by this
E-15
3
warrant until such shares of Stock shall have been paid for in full and issued
to the Employee.
5. As soon as practicable after the Company receives payment
for shares of Stock covered by this warrant, it shall deliver a certificate or
certificates representing the shares of Stock so purchased to the Employee. Such
certificate shall be registered in the name of the Employee, or in such other
name or names as the Employee shall request.
6. This warrant is personal to the Employee and during the
Employee's lifetime may be exercised only by the Employee. This warrant shall
not be transferable other than by will or the laws of descent and distribution.
7. In the event that the Employee's employment as an employee
of the Company or of any Subsidiary or Parent (hereinafter the "Employee's
employment") is terminated prior to the time that this warrant has been fully
exercised, this warrant shall be exercisable, as to any remaining shares of
Stock subject hereto, as follows:
(i) If the Employee's employment is terminated by action of
his employer, or by reason of disability or retirement under any
retirement plan maintained by the Company or any Subsidiary or Parent,
this warrant may be exercised by the Employee within three months after
such termination, but only as to any shares exercisable on the date the
Employee's employment so terminates;
(ii) In the event of the death of the Employee during the
three month period after termination of the Employee's employment
covered by (i) above, the person or persons to whom his rights are
transferred by will or the laws of descent and distribution shall have
a period of one year from the date of his death to exercise any
warrants which were exercisable by the Employee at the time of his
death; and
(iii) In the event of the death of the Employee during the
period of the Employee's employment, the warrant shall thereupon become
exercisable in full, and the person or persons to whom the Employee's
rights are transferred by will or the laws of descent and distribution
shall have a period of one year from the date of the Employee's death
to exercise such warrant.
Notwithstanding the foregoing, this warrant shall in no event
be exercisable after the date of termination of such warrant specified in
Section 2 hereof.
8. This warrant does not confer on the Employee any right to
continue as an employee of the Company or interfere in any way with the right of
the Company to determine the
E-16
4
terms of the Employee's employment.
9. In the event of a reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger, consolidation, rights
offering, extraordinary dividend or divestiture (including a spin-off), or any
other change in the corporate structure or shares of the Company, the Committee
shall make such adjustments, if any, as it deems appropriate in the number and
kind of shares covered by this warrant, or in the warrant price per share
hereunder, or both.
10. This warrant shall be subject to the requirement that if
at any time the Board of Directors shall determine that the registration,
listing or qualification of the shares of Stock covered hereby upon any
securities exchange or under any federal or state law, or the consent or
approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the granting of this warrant or the
purchase of shares of Stock hereunder, this warrant may not be exercised unless
and until such registration, listing, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Board of Directors. The Committee may require that the person exercising this
warrant shall make such representations and agreements and furnish such
information as it deems appropriate to assure compliance with the foregoing or
any other applicable legal requirements.
11. It shall be a condition to the obligation of the Company
to issue shares of Stock upon exercise of this warrant, that the Employee (or
any beneficiary or person entitled to exercise such warrant) pay to the Company,
upon its demand, such amount as may be requested by the Company for the purpose
of satisfying any liability to withhold federal, state or local income or other
taxes. If the amount requested is not paid, the Company may refuse to issue such
shares of Stock.
12. All interpretations or determinations of the Committee
shall be binding and conclusive upon the Employee and his legal representatives
on any question arising hereunder.
13. All notices hereunder to the Company shall be delivered or
mailed to the following address:
E-17
5
Novametrix Medical Systems Inc.
5 Technology Drive
Wallingford, Connecticut 06492
Attention: Secretary
Such address for the service of notices may be changed at any time provided
notice of such change is furnished in advance to the Employee.
NOVAMETRIX MEDICAL SYSTEMS INC.
By_____________________________
E-18