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Exhibit 10.11
ZOLL MEDICAL CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
The purpose of this Non-Employee Directors' Stock Option Plan (the "Plan")
is to promote the interests of Zoll Medical Corporation (the "Company") by
providing an incentive to obtain and retain the services of highly qualified
persons who are not employees of the Company to serve as members of the Board of
Directors of the Company through the granting of options, as herein provided, to
acquire shares of its Common Stock, $.02 par value (the "Common Stock"). The
effective date of the Plan shall be April 23, 1996 (the "Effective Date").
Options granted under the Plan are not intended to qualify and shall not be
treated as "incentive stock options" under Internal Revenue Code Section 422.
1. Shares of Stock Subject to the Plan
The stock that may be issued and sold pursuant to options granted under the
Plan shall not exceed, in the aggregate, 100,000 shares of the Common Stock of
the Company, which may be (i) authorized but unissued shares, (ii) treasury
shares or (iii) shares previously reserved for issuance upon the exercise of
options under the Plan, which options have expired or been terminated; provided,
however, that the number of shares subject to the Plan shall be subject to
adjustment as provided in Section 6.
2. Eligibility
Options will be granted only to persons who are Directors of the Company on
the date of grant of options hereunder and who are not also employees of the
Company or any subsidiary of the Company ("non-employee Directors").
3. Grant of Options -- Purchase Price
a. Initial Grant. Each non-employee Director shall on the Effective Date
automatically be granted an option to purchase 10,000 shares of Common Stock on
such date. Thereafter, each non-employee Director who is first elected to the
Board of Directors of the Company after the Effective Date shall automatically
be granted an option to purchase 10,000 shares of Common Stock on the date such
non-employee Director is initially elected to the Board of Directors of the
Company.
b. Vesting. All options granted under this Plan shall vest in four equal
annual installments over a four-year period beginning on the first anniversary
of the date of grant. Except as set forth in Section 7 or otherwise determined
by the Board of Directors, no unvested options may be exercised by the holder
thereof.
c. Purchase Price. The purchase price of shares which may be purchased
under each option shall be equal to the Fair Market Value of the Common Stock on
the date the option is granted. Fair Market Value shall mean the last reported
sale price of the Common Stock on the Nasdaq National Market on any given day,
or if no sales of Common Stock were made on that day, the last reported sale
price of the Common Stock on the next preceding day on which sales were made.
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d. Limitations. All grants of options hereunder shall be subject to the
availability of shares hereunder, and no option shall be granted under this Plan
except as provided in this Section 3.
4. Period of Option and Certain Limitations on Right to Exercise.
a. Period. Each option shall vest and become exercisable as provided in
Section 3c hereof, but in no event shall any such option be exercisable after
the earlier of (a) the date ten years after the date such option is granted or
(b) with respect to unvested options, the date on which the Director to whom
such option was granted ceases for any reason to serve as a Director of the
Company and with respect to vested options, the date three months after the date
on which the Director ceases for any reason to serve as a Director of the
Company; PROVIDED, HOWEVER, that in the event of termination as a result of
disability or death, the Director or the Director's personal representative may
exercise any outstanding options not theretofore exercised, to the extent
exercisable on the date of such disability or death, during the twelve month
period following such disability or death.
b. Exercise. The delivery of certificates representing shares under any
option will be contingent upon receipt by the Company from the optionee (or a
purchaser acting in the optionee's stead in accordance with the provisions of
the option) of the full purchase price for such shares by one or more of the
methods specified below and the fulfillment of any other requirements provided
in the option or under applicable provisions of law; and until such receipt of
the purchase price and fulfillment of such other requirements no optionee or
person entitled to exercise the option shall be, or shall be deemed to be, a
holder of any shares subject to the option for any purpose.
Options may be exercised in whole or in part, by giving written notice of
exercise to the Company, specifying the number of shares to be purchased.
Payment instruments will be received subject to collection. Payment of the
purchase price may be made by one or more of the following methods:
(A)In cash, by certified or bank check or other instrument acceptable to
the Board of Directors or its authorized committee;
(B) In the form of shares of Common Stock that are not then subject to
restrictions under any Company plan, if such shares have been held for at
least six months prior to the exercise date and permitted by the Board or
its authorized committee, in its discretion. Such surrendered shares shall
be valued at Fair Market Value on the exercise date; or
(C) By the optionee delivering to the Company a properly executed
exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to
the Company to pay the purchase price; provided that in the event the
optionee chooses to pay the purchase price as so PROVIDED, the optionee and
the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Company shall prescribe as a
condition of such payment procedure.
5. Non-Transferability of Option
When otherwise determined by the Board of Directors, each option granted
under the Plan shall provide that it is personal to the optionee, is not
transferable by the optionee in any manner otherwise than by will or the laws of
descent and distribution and is exercisable, during the optionee's lifetime,
only by the optionee. However, the rights and obligations of the Company under
the Plan and any option may be assigned by the Company to a successor to the
whole or any substantial part of its business provided that such successor
assumes in writing all of such rights and obligations.
6. Dilution or Other Adjustment
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The terms of the options and the number of shares subject to this Plan
shall be equitably adjusted in such manner as to prevent dilution or enlargement
of option rights in the following instances:
a. The declaration of a dividend payable to the holders of Common Stock in
stock of the same class;
b. A split-up of the Common Stock or a reverse split thereof; or
c. A recapitalization of the Company under which shares of one or more
different classes of stock are distributed in exchange for or upon the Common
Stock without payment of any valuable consideration by the holders thereof.
The terms of any such adjustment shall be conclusively determined by the
Board. No fractional shares of Common Stock shall be issued under the Plan
resulting from any such adjustment.
7. Effect of Certain Transactions
In the case of (a) the dissolution or liquidation of the Company, (b) a
merger, reorganization or consolidation in which the Company is acquired by
another person or in which the Company is not the surviving corporation, or (c)
the sale of all or substantially all of the assets of the Company to another
corporation, the Plan and options issued thereunder shall terminate on the
effective date of such dissolution, liquidation, merger, reorganization,
consolidation or sale, unless provision is made in such transaction for the
assumption of options theretofore granted under the Plan or the substitution for
such options of a new stock option of the successor corporation or a parent or
subsidiary thereof, with appropriate adjustment as to the number and kind of
shares and the per share exercise price, as provided in Section 6 of the Plan.
In the event of any transaction which will trigger such termination, the Company
shall give written notice thereof to the Optionees at least twenty days prior to
the effective date of such transaction or the record date on which shareholders
of the Company entitled to participate in such transaction shall be determined,
whichever comes first. In the event of such termination, any unexercised portion
of outstanding options, whether or not vested and exercisable at that time,
shall be exercisable not later than the date of such termination; PROVIDED,
HOWEVER, that in no event shall options be exercisable after the applicable
expiration date for an option.
8. Administration and Amendment of the Plan
The Plan shall be administered by the Board or an authorized committee
thereof (in which case all reference to the Board shall refer to such committee
while such committee administers this Plan), which shall make any determination
under or interpretation of any provision of the Plan and any option. Any of the
foregoing actions taken by the Board shall be final and conclusive. The Board
may amend and make such changes in and additions to the Plan (and, with the
consent of the applicable optionee, any outstanding option) as it may deem
proper and in the best interest of the Company; PROVIDED, HOWEVER, that no such
action shall adversely affect or impair any options theretofore granted under
the Plan without the consent of the applicable optionee.
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9. Expiration and Termination of the Plan.
Options may be granted under the Plan as provided herein during the ten
years from the Effective Date, as long as the total number of shares purchased
under the Plan and subject to outstanding options under the Plan does not exceed
100,000 shares of the Common Stock of the Company, subject to adjustment as
provided in Section 6. The Plan may be abandoned or terminated at any time by
the Board, except with respect to any options then outstanding under the Plan.
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