Attached files
file | filename |
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8-K - FORM 8-K - ICAD INC | c16067e8vk.htm |
EX-10.1 - EXHIBIT 10.1 - ICAD INC | c16067exv10w1.htm |
EX-10.2 - EXHIBIT 10.2 - ICAD INC | c16067exv10w2.htm |
Exhibit 10.3
iCAD, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
NON-QUALIFIED STOCK OPTION AGREEMENT
AGREEMENT, entered into on April 26, 2011 (the Date of Grant), by and between
iCAD, Inc. (the Company) and Kevin C. Burns (Optionee).
WHEREAS, the Company and Optionee are entering into an employment agreement (the
Employment Agreement) on the date hereof;
WHEREAS, the Company wishes to grant to the Optionee an option to purchase shares
of the Companys common stock, $.01 par value, (the Common Stock);
WHEREAS, the Company desires to memorialize the grant of the option to the
Optionee by entering into this stock option agreement with the Optionee;
THEREFORE, in consideration of the promises set forth below, the parties hereto
agree as follows:
1. GRANT OF OPTION
The Company hereby grants to the Optionee the option (the Option) to purchase
all or any part of an aggregate of 500,000 shares of its Common Stock (the Shares),
on the terms and conditions and subject to all the limitations set forth herein.
2. OPTION EXERCISE PRICE
The per share purchase price to be paid by Optionee for the Shares covered by the
Option in the event of an exercise of the Option shall be $1.12.
3. WHEN OPTIONS ARE EXERCISABLE
The Option shall become exercisable as to one third or 166,667 shares commencing
twelve months from the Date of Grant, one third or 166,667 shares commencing twenty
four months from the Date of Grant and one third or 166,666 shares commencing thirty
six months from the Date of Grant. The option expires at midnight (Nashua, New
Hampshire USA time) ten years from the Date of Grant or earlier subject to paragraph 4
below.
4. TERMINATION OF EMPLOYMENT
4.1. Generally: Regardless of what Paragraph 3 hereof says, if Optionees
employment with the Company should be terminated other than by Early Retirement (as
defined below), Death or Disability (as defined below) or for Cause (as defined in the
Employment Agreement), then Optionee has until the earlier of (i) the expiration date
of the Options set forth in Paragraph 3 hereof or (ii) ninety (90) days after the date
of termination, to exercise those Options which were exercisable on the date of
termination. If Optionees employment with the Company should be terminated by the
Company for Cause or due to Early Retirement, the unexercised portion of the Option
shall terminate on the date of termination of Optionees employment. The term Early
Retirement means retirement with the approval of the Companys Board of Directors or
Compensation Committee from active employment with the Company prior to age 65.
4.2. Death or Disability: In the event of the Death or Disability of Optionee prior to
the expiration of this Option, the following provisions shall apply:
4.2.1 | If Optionee, at the time of Death or Disability, has been continuously employed by the Company (as determined by the Compensation Committee (the Committee) in its sole discretion) since the Date of Grant, then the Option may be exercised; (A) by Optionee within the earlier of (i) the expiration date of the Options set forth in Paragraph 3 hereof or (ii) one (1) year following the date Disability commenced, but only to the extent Optionee is entitled to exercise such Option on the date his or her Disability commenced; or (B) by Optionees estate, or by a person who acquired the right to exercise the Option because of Optionees will or the laws of descent or distribution, within the earlier of (i) the expiration date of the Options set forth in Paragraph 3 hereof or (ii) one (1) year from the date of Optionees Death, but only to the extent of which Optionee is entitled to exercise the Option at the date of Death. For the purpose of this Agreement, the term Disability shall have the meaning given to it in section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the Code). Whether Optionee suffers a Disability shall be determined by the Committee in its sole discretion. |
4.2.2 | If Optionee dies within thirty (30) days after the date of termination of employment (other than termination for Cause, Disability or Early Retirement, the Option may be exercised at any time within the earlier of (i) the expiration date of the Options set forth in Paragraph 3 hereof or (ii) one (1) year following the date of Death, by Optionees estate or by a person who acquired the right to exercise the Option because of Optionees will or the laws of descent or distribution, but only to the extent Optionee is entitled to exercise the Option at the date of termination. |
5. MANNER OF OPTION EXERCISE
5.1. Notice: Optionee may exercise this Option, in whole or in part from time to
time, subject to the conditions contained in this Agreement, by giving written notice
of exercise to the Company at its principal executive office. That notice must specify
the number of Shares with respect to which the Option is being exercised. Optionee must
also pay in full the total purchase price for the Option Shares purchased. Subject to
Paragraph 5.3 below, as soon as practical after receipt of notice and payment, Optionee
shall be recorded on the books of the Company as the owner of the Option Shares and the
Company shall deliver to Optionee one or more duly issued stock certificates evidencing
such ownership. Until certificates for the Option Shares are issued to Optionee,
Optionee shall not have any rights as a stockholder of the Company.
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5.2. Payment: Optionee can pay the total purchase price of the Shares to be
purchased upon exercise of the Option solely in cash or may ask the Companys Board of
Directors (the Board) or the Committee for permission to be allowed to pay either by
transfer to the Company of previously acquired shares of Common Stock of the Company
with a then current aggregate Fair Market Value equal to such total purchase price, or
by a combination of cash and previously acquired shares of Common Stock. Previously
Acquired Shares shall mean only shares of Common Stock of the Company that are already
owned by the Optionee at the time of exercise. Fair Market Value shall mean, as of
any given date: (i) if the principal market for the Stock is a national securities
exchange or the Over The Counter Bulletin Board, the closing sale price of the
Stock on such day as reported by such exchange or market system or quotation
medium. Or on a consolidated tape reflecting transactions on such exchange or market
system or quotation medium, or (ii) if the principal market for the Stock is not a
national securities exchange and the Stock is not quoted on the over The Counter
Bulletin Board, the mean between the closing bid sale price for the Stock on such day
as reported by the National Quotation Bureau, Inc.; provided that if clauses (i) and
(ii) of this paragraph are both inapplicable, or if no trades have been made or no
quotes are available for such day, the Fair Market Value of the Stock shall be
determined by the Board of Directors of the Company or the Committee, as the case may
be, which determination shall be conclusive as to the Fair Market Value of the Stock.
5.3. Limitation on Obligation to Issue: The Company shall not be required to sell
or issue any Shares under this Option if, in the sole opinion of the Board or
Committee, as the case may be; (i) the issuance of such shares would constitute a
violation by Optionee or the Company of any applicable law or regulation including,
without limitation, federal and state securities law, or (ii) the consent or approval
of any governmental body is necessary or desirable in connection with the issuance of
such Shares. The Company shall also not be required to issue any Shares under this
Option if it requests and does not receive from the Optionee any investment
representations or other information in order for the Company to comply with applicable
laws or regulations. Among other things, the Company may request that the Optionee
provide it with an opinion of counsel reasonably acceptable to the Company that the
Shares to be issued upon exercise of the Option may be issued without registration
under the Securities Act of 1933, as amended.
6. LEGENDS
Each certificate representing any shares of Stock issued to Optionee hereunder may
have endorsed thereon a legend in a form as may be determined by the Company to be
necessary, in its sole discretion, reflecting any limitations on resale.
7. CHANGES IN CAPITAL STRUCTURE
7.1. If the Company effects a stock dividend of its Common Stock or a split of its
Common Stock, the number of Shares that may be purchased upon the exercise of the
unexercised portion of this Option shall be increased proportionately and the exercise
price per Share proportionately decreases. In the event the Company declares or
authorizes a reverse stock split of its Common Stock or combination of shares of its
Common Stock, the number of Shares that may be purchased upon the exercise of the
unexercised portion of this Option shall be shall be proportionately reduced and the
exercise price per Share shall be proportionately increased.
7.2. If the Companys Common Stock shall be changed into a different class of
shares or if, because of reorganization, recapitalization, merger or consolidation it
is necessary to exchange the Shares for shares of another company, then the appropriate
substitution or exchange shall be made in the Shares subject to this Option. The Board
of Directors or the Committee may make such adjustments in the number, kind, exercise
date of the Shares as is necessary. However, none of these changes shall give the
Optionee additional benefits or increase the differential between the exercise price
and the Fair Market Value.
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7.3. If the Company is dissolved or liquidated, or if the Company is not the
surviving or resulting corporation in connection with a merger or consolidation, the
Board of Directors or the Committee (in its sole discretion) may allow Optionee the
right to exercise this Option prior to the occurrence of the event which would
otherwise terminate this Option.
8. DISPOSITION OF STOCK
Prior to making a disposition (as defined in Section 425(c) of the Code) of any
Shares acquired pursuant to the exercise of this Option before the expiration of two
years after the Date of Grant or before the expiration of one year after the date on
which such shares of Stock were transferred to the Optionee pursuant to exercise of
this Option, the Optionee shall send written notice to the Company of the proposed date
of such disposition, the number of shares to be disposed of, the amount of proceeds to
be received from such disposition and any other information relating to such
disposition that the Company may reasonably request.
9. WITHHOLDING TAXES
The Optionee hereby authorizes the Company to withhold and deduct from future
wages of Optionee all legally required amounts necessary to satisfy any federal, state
or local withholding tax requirements attributable to any action by Optionee that
causes the Option to cease to qualify as an Incentive Stock Option including, without
limitation, a disposition of shares of Shares described in Paragraph 8, above. In the
event that the Company is unable to withhold such amounts, for whatever reason,
Optionee hereby agrees to pay to the Company an amount equal to the amount the Company
would otherwise be required to withhold under federal, state or local law.
10. NON TRANSFERABILITY
This Option shall not be transferable by Optionee, either voluntarily or
involuntarily, except by will or the laws of descent and distribution, and then only to
the extent provided in Paragraph 4.2. Any attempt to transfer this Option other than as
permitted shall void the Option. The Option shall be exercisable during Optionees
lifetime only by Optionee.
11. LIMITATION ON LIABILITY
Nothing in this agreement shall be construed to: (i) limit in any way the right of
the Company to terminate the employment of Optionee at any time, or (ii) be evidence of
any agreement or understanding, express or implied, that the Company will employ
Optionee in any particular position, at any particular rate of compensation or for any
particular period of time.
12. BINDING EFFECT
This agreement shall be binding upon the heirs, executors, administrators and
successors of the parties hereto.
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13. GOVERNING LAW
This Agreement and all rights and obligations in it shall be construed in
accordance with, and governed by, the laws of the State of Delaware. The parties hereto
agree to submit to the personal jurisdiction of courts sitting in the State of New
Hampshire for the purpose of resolving any dispute under this Agreement.
14. INTEGRATION
This Agreement supersedes any prior agreement, discussions or understandings
between the parties on the subject matter covered by this Agreement, other than Section
5.4.4(ii) of the Employment Agreement.
15. SEVERABILITY
Should any provision of the Agreement be deemed by a court of competent
jurisdiction to be unenforceable, the remaining provisions shall continue to be in full
force and effect.
16. SEVERABILITY
This Agreement may only be amended by written agreement signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement effective on the Date
of Grant.
ICAD, INC. | ||||||||
BY: | /s/ Kenneth Ferry | |||||||
Kenneth Ferry | ||||||||
ITS: | President and Chief Executive Officer |
OPTIONEE: | /s/ Kevin C. Burns | |||||||
Name Printed: | Kevin C. Burns |
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iCAD Inc.
INCENTIVE STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION AGREEMENT
EXHIBIT 1
NAME OF OPTIONEE: Kevin C. Burns
DATE OF GRANT: April 26, 2011
NUMBER OF OPTION SHARES ISSUABLE UPON FULL OPTION EXERCISE: 500,000
EXERCISE
PRICE: $1.12
EXERCISE SCHEDULE
Number of Shares with respect to which Option | ||||
Initial Date of Exercisability | Is initially exercisable | |||
April 26, 2012 |
166,667 | |||
April 26, 2013 |
166,667 | |||
April 26, 2014 |
166,666 |
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