**EXHIBIT 10.58**

**MEDICALCV, INC.**

**NON-QUALIFIEDSTOCK OPTION AGREEMENTPURSUANT TO 2001 EQUITY INCENTIVE PLAN**

No. of sharessubject to option:                                                                                                                                   OptionNo.: 

Date of grant:  

THIS OPTION AGREEMENT is entered into effective                    ,by and between MedicalCV, Inc., a Minnesota corporation (the “Company”),and                        (the “Optionee”) pursuant to the Company’s 2001 Equity Incentive Plan, asamended to date (the “Plan”). Unless otherwise defined herein, certaincapitalized terms shall have the meaning set forth in the Plan.

W I T N E S S E T H:

1.             Nature of the Option. This Option is not intendedto qualify as an Incentive Stock Option within the meaning of Section 422of the United States Internal Revenue Code of 1986, as amended.

2.             Grant of Option. Pursuant to the provisions ofthe Plan, the Company grants to the Optionee, a director of the Company,subject to the terms and conditions of the Plan and to the terms and conditionsherein set forth, the right and option to purchase from the Company all or apart of an aggregate of              (              )shares of Stock (the “Shares”) at the purchase price of $                per share, such Option to be exercised as hereinafter provided.

3.             Terms and Conditions. It is understood and agreedthat the Option evidenced hereby is subject to the following terms andconditions:

(a)           Expiration Date. This Optionshall expire           years afterthe date of grant specified above. Notwithstanding the foregoing, if theOptionee’s employment or relationship with the Company or Related Company isterminated by reason of death, Disability or Retirement, this Option shallexpire on the one-year anniversary of the termination date. If the Optionee’srelationship as director of the Company is terminated by reason other thandeath this Option shall, subject to Section 4 of the Plan, expire on thethree-month anniversary of the termination date.

(b)           Exercise of Option. Subject tothe Plan and the other terms of this Agreement regarding the exercisability ofthis Option, this Option shall be fully vested and exercisable as of                         .Any exercise shall be accompanied by a written notice to the Company specifyingthe number of shares of Stock as to which the Option is being exercised. Notationof any partial exercise shall be made by the Company on Schedule I hereto. ThisOption may not be exercised for a fraction of a Share, and must be exercisedfor no fewer than one hundred (100) shares of Stock, or such lesser number ofshares as may be vested.

 

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(c)           Payment of Purchase Price UponExercise. At the time of any exercise, the Exercise Price of the Shares asto which this Option is exercised shall be paid in cash to the Company, unless,in accordance with the provisions of Section 4.2(c) of the Plan, theBoard shall permit or require payment of the purchase price in another mannerset forth in the Plan.

(d)           Nontransferability. ThisOption shall not be transferable other than by will or by the laws of descentand distribution. During the lifetime of the Optionee, this Option shall beexercisable only by the Optionee or by the Optionee’s guardian or legalrepresentative. No transfer of this Option by the Optionee by will or by thelaws of descent and distribution shall be effective to bind the Company unlessthe Company is furnished with written notice thereof and a copy of the willand/or such other evidence as the Board may determine necessary to establishthe validity of the transfer.

(e)           Subject to Lock Up. Optioneeunderstands that the Company at a future date may file a registration oroffering statement (the “Registration Statement”) with the Securities andExchange Commission to facilitate an underwritten public offering of itssecurities. The Optionee agrees, for the benefit of the Company, that shouldsuch an underwritten public offering be made and should the managingunderwriter of such offering require, the undersigned will not, without theprior written consent of the Company and such underwriter, during the Lock UpPeriod as defined herein:  sell, transferor otherwise dispose of, or agree to sell, transfer or otherwise dispose ofthis Option or any of the Shares acquired upon exercise of this Option duringthe Lock Up Period; or sell or grant, or agree to sell or grant, options, rightsor warrants with respect to any of the Shares acquired upon exercise of thisOption. The foregoing does not prohibit gifts to donees or transfers by will orthe laws of descent to heirs of beneficiaries provided that such donees, heirsand beneficiaries shall be bound by the restrictions set forth herein. The term“Lock Up Period” shall mean the lesser of (x) 180 days or (y) theperiod during which Company officers and directors are restricted by themanaging underwriter from effective any sales or transfers of the Shares. TheLock Up Period shall commence on the effective date of the RegistrationStatement.

(f)            No Rights as Shareholder. TheOptionee shall have no rights as a shareholder of the Company with respect toany Shares prior to the date of issuance to the Optionee of a certificate forsuch Shares.

(g)           Compliance with Law andRegulations. This Option and the obligation of the Company to sell anddeliver Shares hereunder shall be subject to all applicable laws, rules andregulations (including, but not limited to, federal securities laws) and tosuch approvals by any government or regulatory agency as may be required. ThisOption shall not be exercisable, and the Company shall not be required to issueor deliver any certificates for Shares of Stock prior to (i) the listingof such Shares on Nasdaq or any stock exchange on which the Stock may then belisted, and (ii) the completion of any registration or qualification ofsuch Shares under any federal or state law, or any rule or regulation ofany government body which the Company shall, in its sole discretion, determineto be necessary or advisable. Moreover, this Option may not be exercised if itsexercise or the receipt of Shares of Stock pursuant thereto would be contraryto applicable law.

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(h)           Withholding. All deliveriesand distributions under this Agreement are subject to withholding of allapplicable taxes. At the election of the Participant, and subject to such rules andlimitations as may be established by the Committee from time to time, suchwithholding obligations may be satisfied through the surrender of shares ofStock which the Participant already owns, or to which the Participant isotherwise entitled under the Plan.

4.             Termination of Employment. Upon the terminationof the service of Optionee prior to the expiration of the Option, the followingprovisions shall apply:

(a)           Upon the Optionee’s voluntaryresignation as a director or failure to stand for election or be nominated forreelection, or upon the failure of shareholders of the Company to reelectOptionee, Optionee may exercise the Option for a period of three (3) monthsafter the date of such resignation or or the meeting of shareholders at whichOptionee is not reelected, or until the term of the Option has expired,whichever date is earlier. To the extent the Optionee was not entitled toexercise this Option at the date of termination of service, or if Optionee doesnot exercise this Option within the time specified herein, this Option shallterminate.

5.             Death, Disability or Retirement of Optionee. Uponthe death of Optionee prior to the expiration of the Option, the followingprovisions shall apply:

(a)           If the Optionee is at the time of hisor her death an incumbent director and has been in continuous service as adirector since the Date of Grant of the Option, then the Option may beexercised by the Optionee for one (1) year following the date of death oruntil the expiration date of the Option, whichever date is earlier, but only tothe extent the Optionee was vested in and entitled to exercise the Option atthe time of his or her death.

(b)           If the Optionee dies within three (3) monthsafter termination of Optionee’s service as a director of the Company, theOption may be exercised for nine (9) months following the date of the Optionee’sdeath or the expiration date of the Option, whichever date is earlier, by theOptionee’s estate or by a person who acquires the right to exercise the Optionby will or the laws of descent or distribution, but only to the extent theOptionee was vested in and entitled to exercise the Option at the time ofTermination.

6.             Optionee Bound by Plan. The Optionee herebyacknowledges receipt of a copy of the Plan and agrees to be bound by all theterms and provisions thereof. In the event of any question or inconsistencybetween this Agreement and the Plan, the terms and conditions of the Plan shallgovern.

7.             Heirs and Successors. This Agreement shall bebinding upon, and inure to the benefit of, the Company and its successors andassigns, and upon any person acquiring, whether by merger, consolidation,purchase of assets or otherwise, all or substantially all of the Company’sassets and business. If any rights exercisable by the Participant or benefitsdeliverable to the Participant under this Agreement have not been exercised ordelivered, respectively, at the time of the Participant’s death, such rightsshall be exercisable by the Designated Beneficiary, and such benefits shall bedelivered to the Designated Beneficiary, in accordance with the provisions ofthis agreement and the Plan. The “Designated Beneficiary” shall be thebeneficiary or beneficiaries designated by the Participant in a writing filedwith the 

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Committee in such form and at such time as theCommittee shall require. If a deceased Participant fails to designate abeneficiary, or if the Designated Beneficiary does not survive the Participant,any rights that would have been exercisable by the Participant and any benefitsdistributable to the Participant shall be exercised by or distributed to thelegal representative of the estate of the Participant. If a deceasedParticipant designates a beneficiary and the Designated Beneficiary survivesthe Participant but dies before the Designated Beneficiary’s exercise of allrights under this Agreement or before the complete distribution of benefits tothe Designated Beneficiary under this Agreement, then any rights that wouldhave been exercisable by the Designated Beneficiary shall be exercised by thelegal representative of the estate of the Designated Beneficiary, and anybenefits distributable to the Designated Beneficiary shall be distributed tothe legal representative of the estate of the Designated Beneficiary.

8.             Plan Governs. Notwithstanding anything in thisAgreement to the contrary, the terms of this Agreement shall be subject to theterms of the Plan, a copy of which may be obtained by the Participant from theoffice of the Secretary of the Company; and this Agreement is subject to allinterpretations, amendments, rules and regulations promulgated by theCommittee from time to time pursuant to the Plan.

9.             Notices. Any notice hereunder to the Companyshall be addressed to it at its principal executive offices, located at 9725South Robert Trail, Inver Grove Heights, Minnesota 55077, Attention: ChiefExecutive Officer; and any notice hereunder to the Optionee shall be addressedto the Optionee at the address last appearing in the employment records of theCompany; subject to the right of either party to designate at any timehereunder in writing some other address.

10.           Counterparts. This Agreementmay be executed in two counterparts each of which shall constitute one and thesame instrument.

11.           Governing Law. This Agreementshall be governed by and construed in accordance with the laws of the State ofMinnesota, except to the extent preempted by federal law, without regard to theprinciples of comity or the conflicts of law provisions of any otherjurisdiction.

 

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IN WITNESS WHEREOF, MedicalCV, Inc. has causedthis Agreement to be executed by its Chief Executive Officer and the Optioneehas executed this Agreement, both as of the day and year first above written.
|            | ** ** | **MEDICALCV, INC.**    | ** ** |
|------------|------------|-----------------------------|------------|
|       |       |  

               |       |
|       |       | By Marc P. Flores           |       |
|       |       | Its Chief Executive Officer |       |
| ** ** | ** ** | ** **                  | ** ** |
| ** ** | ** ** | ** **                  | ** ** |
| ** ** | ** ** | **OPTIONEE**                | ** ** |
|       |       |  

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|       |       | [Name]                      |       |
|       |       | [Title]                     |       |
|       |       |                        |       |
|       |       | Home Address:               |       |
|       |       |                        |       |
|       |       |                        |       |   |
|       |       |                        |       |   |

 

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SCHEDULE I — NOTATIONS AS TO PARTIAL EXERCISE
| **Date of   Exercise** | ** ** | **Number of   Purchased  Shares** | ** ** | **Balance of   Shares on   Option** | ** ** | **Authorized   Signature** | ** ** | **Notation  Date** |
|------------------------|------------|-----------------------------------|------------|-------------------------------------|------------|----------------------------|------------|--------------------|

 

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