EXHIBIT 10.57
CARDIAC SCIENCE CORPORATION
STOCK OPTION GRANT NOTICE
1997 STOCK OPTION/STOCK ISSUANCE PLAN
Cardiac Science Corporation (the "Company") hereby grants to Participant an
Option (the "Option") to purchase shares of the Company's Common Stock. The
Option is subject to all the terms and conditions set forth in this Stock Option
Grant Notice (this "Grant Notice"), in the Stock Option Agreement, the Plan
Summary and the Company's 1997 Stock Option/Stock Issuance Plan (the "Plan"),
which are either provided with this grant notice or are available from the
Company's Vice President -- Finance & Administration and are incorporated into
this Grant Notice in their entirety.
PARTICIPANT:
GRANT DATE: ________________________
VESTING COMMENCEMENT DATE: ________
NUMBER OF SHARES SUBJECT TO OPTION: ________
EXERCISE PRICE (PER SHARE): ________
OPTION EXPIRATION DATE: ___ (subject to earlier termination in
accordance with the terms of the Plan
and the Stock Option Agreement)
TYPE OF OPTION:
VESTING AND EXERCISABILITY SCHEDULE:
ADDITIONAL TERMS/ACKNOWLEDGEMENT: By accepting this notice, Participant
acknowledges receipt of, and understands and agrees to, this Grant Notice, the
Stock Option Agreement, the Plan Summary and the Plan. The Stock Option
Agreement, the Plan Summary, and the Plan are either provided with this notice
or available upon request. Participant further agrees that as of the Grant Date,
this Grant Notice, the Stock Option Agreement, the Plan Summary and the Plan set
forth the entire understanding between Participant and the Company regarding the
Option and supersede all prior oral and written agreements on the subject.
Cardiac Science Corporation
By: John R. Hinson
Its: President and CEO
ATTACHMENTS:
1. Stock Option Agreement
2. 1997 Stock Option/Stock Issuance Plan
3. Plan Summary
CARDIAC SCIENCE CORPORATION
1997 STOCK OPTION/STOCK ISSUANCE PLAN
STOCK OPTION AGREEMENT
Pursuant to your Stock Option Grant Notice (the "Grant Notice") and this
Stock Option Agreement, Cardiac Science Corporation has granted you an Option
under its 1997 Stock Option/Stock Issuance Plan (the "Plan") to purchase the
number of shares of the Company's Common Stock indicated in your Grant Notice
(the "Shares") at the exercise price indicated in your Grant Notice. Capitalized
terms not explicitly defined in this Stock Option Agreement but defined in the
Plan shall have the same definitions as in the Plan.
The details of the Option are as follows:
1. VESTING AND EXERCISABILITY. Subject to the limitations contained herein, the
Option will vest and become exercisable as provided in your Grant Notice,
provided that vesting will cease upon the termination of your employment or
service relationship with the Company or a Related Company and the unvested
portion of the Option will terminate.
2. SECURITIES LAW COMPLIANCE. Notwithstanding any other provision of this
Agreement, you may not exercise the Option unless the Shares issuable upon
exercise are registered under the Securities Act or, if such Shares are not then
so registered, the Company has determined that such exercise and issuance would
be exempt from the registration requirements of the Securities Act. The exercise
of the Option must also comply with other applicable laws and regulations
governing the Option, and you may not exercise the Option if the Company
determines that such exercise would not be in material compliance with such laws
and regulations.
3. METHOD OF EXERCISE. You may exercise the Option by giving written notice to
the Company, in form and substance satisfactory to the Company, which will state
your election to exercise the Option and the number of Shares for which you are
exercising the Option. The written notice must be accompanied by full payment of
the exercise price for the number of Shares you are purchasing. At the
discretion of the Plan Administrator, you may make this payment in any
combination of the following: (a) by cash; (b) by check acceptable to the
Company; (c) by using shares of Common Stock you have owned for at least six
months; (d) if the Common Stock is registered under the Exchange Act, by
instructing a broker to deliver to the Company the total payment required; or
(e) by any other method permitted by the Plan Administrator.
4. TREATMENT UPON TERMINATION OF EMPLOYMENT OR SERVICE RELATIONSHIP. The
unvested portion of the Option will terminate automatically and without further
notice immediately upon termination of your employment or service relationship
with the Company or a Related Company for any reason ("Termination of Service").
You may exercise the vested portion of the Option as follows:
(a) General Rule. You must exercise the vested portion of the Option on or
before the earlier of (i) three months after your Termination of Service and
(ii) the Option Expiration Date;
(b) Disability. If your employment or service relationship terminates due to
Disability, you must exercise the vested portion of the Option on or before the
earlier of (i) one year after your Termination of Service and (ii) the Option
Expiration Date.
(c) Death. If your employment or service relationship terminates due to your
death, the vested portion of the Option must be exercised on or before the
earlier of (i) one year after your Termination of Service and (ii) the Option
Expiration Date. If you die after your Termination of Service but while the
Option is still exercisable, the vested portion of the Option may be exercised
until the earlier of (x) one year after the date of death and (y) the Option
Expiration Date; and
(d) Misconduct. The vested portion of the Option will automatically expire at
the time of your Termination of Service for Misconduct, unless the Plan
Administrator determines otherwise.
IT IS YOUR RESPONSIBILITY TO BE AWARE OF THE DATE THE OPTION TERMINATES.
5. LIMITED TRANSFERABILITY. During your lifetime only you can exercise the
Option. The Option is not transferable except by will or by the applicable laws
of descent and distribution, except that Nonqualified Stock Options may be
transferred to the extent permitted by the Plan Administrator. The Plan provides
for exercise of the Option by a beneficiary designated on a Company-approved
form or the personal representative of your estate.
6. WITHHOLDING TAXES. As a condition to the exercise of any portion of an
Option, you must make such arrangements as the Company may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such exercise.
7. OPTION NOT AN EMPLOYMENT OR SERVICE CONTRACT. Nothing in the Plan or any
Award granted under the Plan will be deemed to constitute an employment contract
or confer or be deemed to confer any right for you to continue in the employ of,
or to continue any other relationship with, the Company or any Related Company
or limit in any way the right of the Company or any Related Company to terminate
your employment or other relationship at any time, with or without Cause.
8. NO RIGHT TO DAMAGES. You will have no right to bring a claim or to receive
damages if you are required to exercise the vested portion of the Option within
three months (one year in the case of Disability or death) of the Termination of
Service or if any portion of the Option is cancelled or expires unexercised. The
loss of existing or potential profit in Awards will not constitute an element of
damages in the event of your Termination of Service for any reason even if the
termination is in violation of an obligation of the Company or a Related Company
to you.
9. BINDING EFFECT. This Agreement will inure to the benefit of the successors
and assigns of the Company and be binding upon you and your heirs, executors,
administrators, successors and assigns.
[INCLUDE SECTIONS 10 AND 11 FOR NON-U.S. RESIDENT OPTION GRANTS ONLY: 10.
LIMITATION ON RIGHTS; NO RIGHT TO FUTURE GRANTS; EXTRAORDINARY ITEM OF
COMPENSATION. By entering into this Agreement and accepting the grant of the
Option evidenced hereby, you acknowledge: (a) that the Plan is discretionary in
nature and may be suspended or terminated by the Company at any time; (b) that
the grant of the Option is a one-time benefit which does not create any
contractual or other right to receive future grants of options, or benefits in
lieu of options; (c) that
all determinations with respect to any such future grants, including, but not
limited to, the times when options will be granted, the number of shares subject
to each option, the option price, and the time or times when each option will be
exercisable, will be at the sole discretion of the Company; (d) that your
participation in the Plan is voluntary; (e) that the value of the Option is an
extraordinary item of compensation which is outside the scope of your employment
contract, if any; (f) that the Option is not part of normal or expected
compensation for purposes of calculating any severance, resignation, redundancy,
end of service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments; (g) that the vesting of the Option ceases upon
your Termination of Service for any reason except as may otherwise be explicitly
provided in the Plan or this Agreement or otherwise permitted by the Plan
Administrator; (h) that the future value of the Shares underlying the Option is
unknown and cannot be predicted with certainty; and (i) that if the Shares
underlying the Option do not increase in value, the Option will have no value.
11. EMPLOYEE DATA PRIVACY. By entering this Agreement, you (a) authorize the
Company and your employer, if different, and any agent of the Company
administering the Plan or providing Plan recordkeeping services, to disclose to
the Company or any of its affiliates any information and data the Company
requests in order to facilitate the grant of the Option and the administration
of the Plan; (b) waive any data privacy rights you may have with respect to such
information; and (c) authorize the Company and its agents to store and transmit
such information in electronic form.]