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EXHIBIT 4.7
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ATRION CORPORATION
1997 STOCK INCENTIVE PLAN
AWARD AGREEMENT FOR NONQUALIFIED STOCK OPTION
FOR DIRECTOR
THIS AWARD AGREEMENT (the "Agreement") is made and entered into
effective as of the 10th day of July, _____, by and between Atrion Corporation,
a Delaware corporation (the "Company"), and _________________, a Director of the
Company (the "Participant"), pursuant to the Atrion Corporation 1997 Stock
Incentive Plan, as it may be amended and restated from time to time (the
"Plan"). Capitalized terms used but not defined herein shall have the meanings
set forth in the Plan.
W I T N E S S E T H:
WHEREAS, the Participant is a Non-Employee Director, as defined in
Section 2.21 of the Plan; and
WHEREAS, in accordance with Article 10 of the Plan the Participant is
to receive the Award described herein.
NOW, THEREFORE, for and in consideration of the premises, the mutual
promises and covenants herein contained, and other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:
1. Subject to the execution of this Agreement, the Company has granted
to the Participant, in accordance with Section 10.2 of the Plan, an Award in the
form of the right and option (the "Option") to purchase from the Company such
number of whole Shares as is set forth on Exhibit A attached hereto from the
authorized and unissued Common Stock of the Company, or from the treasury stock
of the Company, at and for the Option Price set forth on Exhibit A attached
hereto. In accordance with Sections 5.2, 10.1 and 10.2 of the Plan, the Option
is hereby designated as an NQSO.
2. The Option shall be exercised by delivery to the Company at its
principal office of written notice of the Participant's intent to exercise the
Option with respect to the number of Shares then being purchased, accompanied by
payment in full to the Company of the amount of the Option Price for the number
of Shares then being purchased. The Option Price upon exercise of the Option
shall be payable to the Company (a) in cash or its equivalent, (b) by tendering
previously acquired Shares having an aggregate Fair Market Value at the time of
exercise equal to the aggregate Option Price or (c) by a combination of (a) and
(b). The Option Price shall be paid directly by the Participant; however, if the
exercise of the Option is in accordance with Section 220.3(e) of Regulation T
promulgated by the Board of Governors of the Federal Reserve System (a "cashless
exercise"), the Option Price may be paid directly by a registered broker-dealer
for the account of the Participant.
3. The Option may be exercised and Shares may be purchased by the
Participant as the result of such exercise only during the term set forth on
Exhibit A attached hereto; provided, however, that in no event shall the total
number of Shares purchased hereunder pursuant to the exercise of the Option
exceed the number set forth on Exhibit A attached hereto, as the same may be
adjusted in accordance with the Plan,
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and in no event shall the period for exercising the Option exceed ten (10) years
from the date of the grant of the Option. Exercise of the Option is subject to
the following additional terms and conditions:
(a) In the event the Participant ceases to be a Director other than
as a result of the Participant's death, the Option may be exercised at any time
after the date of such cessation and before the earlier of (i) six (6) months
and (ii) the expiration date of the Option.
(b) In the event the Participant ceases to be a Director by reason
of the Participant's death, the Option may be exercised at any time after such
death and before the earlier of (i) twelve (12) months and (ii) the expiration
date of the Option.
4. In case of any exercise of the Option, this Agreement, accompanied
by payment of the full purchase price for the Shares then being purchased as
provided in Paragraph 2 above, shall be surrendered to the Company. The Company
will thereupon cause to be issued and delivered to the Participant (or, in the
event of a cashless exercise, to the Participant's broker-dealer), as soon as
reasonably may be done in accordance with the terms of the Plan, a certificate
or certificates, representing the Shares so purchased and fully paid for. In the
event of a partial exercise, the Company will endorse on Exhibit B attached
hereto the fact that the Option has been partially exercised on such date,
setting forth the extent of such exercise, and return this Agreement to the
Participant.
5. The Option is personal to the Participant and may not in any manner
or respect be assigned or transferred otherwise than by will or the laws of
descent and distribution, and is exercisable during the Participant's lifetime
only by the Participant. To the extent the Option is not exercised, the Shares
covered hereby shall be considered released to the Company.
6. The Option is in all respects subject to, and shall be governed and
determined by, the provisions of the Plan (all of the terms of which are
incorporated herein by reference) and to any rules which might be adopted by the
Board or the Committee with respect thereto to the same extent and with the same
effect as if set forth fully herein.
7. This Agreement shall terminate no later than ten (10) years from the
date of grant of the Option.
8. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, applied without giving effect to any
conflict-of-law principles. Any validity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.
9. This Agreement shall be binding upon and shall inure to the benefit
of each of the parties hereto and their respective executors, administrators,
personal representatives, legal representatives, heirs, and successors in
interest.
10. This Agreement may be executed in any number of counterparts, each
of which shall be considered an original, and such counterparts shall, together,
constitute and be one and the same instrument.
11. Upon demand by the Company, the Participant agrees to deliver to
the Company at the time of any complete or partial exercise of this Option a
written representation that the Shares being acquired upon such exercise are
being acquired for investment and not for resale or with a view to the
distribution
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thereof. Upon such demand, delivery of such representation prior to the delivery
of any Shares issued upon exercise of this Option and prior to the expiration of
the Option period shall be a condition precedent to the right of the Participant
or any other persons to purchase Shares hereunder.
12. The Company shall have the power and the right to deduct or
withhold, or require the Participant to remit to the Company, an amount
sufficient to satisfy federal, state and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any taxable event arising as a result of the grant or exercise of the Option.
With respect to withholding required upon the exercise of the Option, the
Participant may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares having a Fair Market Value on the date as of which the tax is to be
determined equal to the minimum statutory total tax which could be imposed on
the transaction. All such elections shall be irrevocable, made in writing,
signed by the Participant, and subject to any restrictions or limitations that
the Committee, in its sole discretion, deems appropriate.
IN WITNESS WHEREOF, the Company and the Participant have executed and
delivered this Agreement as of the day and year first written above.
ATRION CORPORATION
By:
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Name:
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Title:
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PARTICIPANT
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Name:
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EXHIBIT A
TO
AWARD AGREEMENT
Participant: -------------------------
Grant Date: -------------------------
Option Price: $
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Can Only Be Must Be
Shares Subject to Option Exercised After Exercised Before
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EXHIBIT B
TO
AWARD AGREEMENT
Pursuant to Paragraph 4 hereof, record partial exercise below:
PARTIAL EXERCISE
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Signature of
No. of Shares Date of No. of Shares Endorsing
Exercised Exercise Remaining Officer
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