Exhibit 10.14


 


MedicalCV, INC.


1997 STOCK OPTION PLAN


(As Approved by Shareholders December 13,
1997)


 


NON-QUALIFIED STOCK OPTION AGREEMENT


 


	
  Option No: N

  	
   

  	
  Date of Grant: D

  



 


THIS
AGREEMENT, entered into as of D (the “Grant Date”), is
by and between X (the “Optionee”) and MedicalCV, Inc. (the “Company”).


 


WHEREAS, the
Company has established and maintains the MedicalCV, Inc.  1997 Stock Option Plan (the “Plan”), which is
incorporated into and forms a part of this Agreement.


 


WHEREAS, the
Company has determined that the Optionee is an Eligible Individual and wishes
to grant the Optionee n Award pursuant to the terms of the Plan.


 


NOW,
THEREFORE, IT IS AGREED, by and between the Company and the
Optionee, as follows:


 


1.                                       Award
of Stock Option.  The Company hereby
grants to the Optionee a non-qualified stock option (the “Option”) to purchase Y
shares of Common Stock of the Company (the “Covered Shares”) at an exercise
price of $P per share (the “Exercise Price”).


 


2.                                       Non-Qualified
Option.  The Option granted hereunder
is a Non-Qualified Option.  It is not
intended to be an “incentive stock option” as that term is described in Section 422(b) of
the Internal Revenue Code.


 


3.                                       Vesting.  The Option shall be 100% vested and fully
exercisable in accordance with the terms of this Agreement and the Plan from
the Grant Date through the Expiration Date.


 


4.                                       Expiration.  Subject to earlier termination as hereinafter
provided, and the provisions of Section 11 of the Plan, this option shall
expire on E.


 


5.                                       Termination.  This Option shall terminate:


 


(a)                                  upon
termination of Optionee’s employment for cause, as determined by the Board of
directors of the Company;


 


(b)                                 three
(3) months following the termination of Optionee’s employment with the
Company; provided, however, that if Optionee shall die within three (3) months
after such termination, this Option may be exercised by the person who is
legally entitled to exercise this Option for a period of nine (9) months
following the earlier of the date of death or the expiration date of the
Option;


 


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(c)                                  the
earlier of the one (1) year following the date of Optionee’s death or the
expiration date of this Option in accordance with the terms of Section 11.2.2
of the Plan; or


 


(d)                                 the
earlier of one (1) year following Optionee’s disability or the expiration
date of the Option, in accordance with the terms of Section 11.2.1 of the
Plan.


 


For all events, Optionee
may only exercise this Option to the extent it was exercisable on the date of termination,
disability or death.


 


6.                                       Exercising
the Option.


 


(a)                                  Notice.
Subject to the terms of this Agreement and the Plan, the Option may be
exercised in while or in part by filing written notice with the Secretary of
the Company at its corporate headquarters prior to the Expiration Date.  Such notice shall specify the number of
Covered Shares which the Optionee elects to purchase, and shall be accompanied
by payment in full of the Exercise Price for such Covered Shares, together with
payment of or provision for any withholding requirements as specified in Section 7.


 


(b)                                 Payment
of Exercise Price.  Payment of the
Exercise Price shall be by cash or by cashier’s check payable to the
Company.  Except as otherwise provided by
the Committee before the Option is exercised: (i) all or a portion of the
Exercise Price may be paid by the Optionee by delivery of shares or by
attestation of Stock owned buy the Optionee and acceptable to the Committee
having an aggregated Fair Market Value (valued as of the date of exercise) that
is equal to the amount if cash that would otherwise be required, and (ii) the
Optionee may pay the Exercise Price by irrevocably authorizing a third party to
sell shares of Stock (or a sufficient portion of the shares) acquired upon
exercise of the Option and remit to the Company a sufficient portion of the
sale proceeds to pay the entire Exercise Price and any tax withholding
resulting from such exercise.


 


(c)                                  Notation
on Schedule I.  Notation of any
partial exercise shall be made by the Company on Schedule I attached
hereto.


 


(d)                                 Compliance
with Securities Laws.  The Option
shall not be exercisable if and to the extent the Company determines that such
exercise would violate applicable state or Federal securities laws or the rules and
regulations of any securities exchange on which the Stock is traded.  If the Company makes such a determination, it
shall use all reasonable efforts to Obtain compliance with such laws, rules or
regulations.  In making any determination
hereunder, the Company may rely on the opinion of counsel for the Company.


 


7.                                       Withholding.  All deliveries and distributions under this
Agreement are subject to withholding of all applicable taxes.  At the election of the Optionee, and subject
to such rules


 


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and limitations as may be
established by the Committee from time to time, such withholding obligations
may be satisfied through cash payment by the Optionee, through the surrender of
shares of Stock which the Optionee already owns, or through the surrender of
shares of Stock to which the Optionee is otherwise entitled pursuant to the
exercise of the Option.


 


8.                                       Transferability.  Except as otherwise provided in this Section 8,
the Option is not transferable other than as designated by the Optionee by will
or by the laws of descent and distribution, and during the Optionee’s life, may
be exercised only by the Optionee.


 


9.                                       Heirs
and Successors.  This Agreement shall
be binding upon, and inure to the benefit of, the Company and its successors
and assigns, and upon any person acquiring, whether by merger, consolidation,
purchase of assets or otherwise, all or substantially all the Company’s assets
and business.  If any rights exercisable
by the Optionee or benefits deliverable to the Optionee under this Agreement
have not been exercised or delivered, respectively, at the time of the Optionee’s
death, such rights shall be exercisable by the Designated Beneficiary, and such
benefits shall be delivered to the Designated Beneficiary, in accordance with
the provisions of this Agreement and the Plan. 
The “Designated Beneficiary” shall be the beneficiary or beneficiaries
designated by the Optionee in a writing filed with the Committee in such form
and at such time as the Committee shall require.  If a deceased Optionee fails to designate a
beneficiary, or if the designated Beneficiary does not survive the Optionee,
any rights that would have been exercisable by the Optionee and any benefits
distributable to the Optionee shall be exercised by or distributed to the legal
representative of the estate of the Optionee. 
If a deceased Optionee designates a beneficiary but the Designated
Beneficiary dies before the Designated Beneficiary’s exercise of all rights
under this Agreement or before the complete distribution of benefits to the
Designated Beneficiary under this Agreement, then any rights that would have
been exercisable by the Designated Beneficiary shall be exercised by the legal
representative of the estate of the Designated Beneficiary, and any benefits
distributable to the Designated Beneficiary shall be distributed to the legal
representative of the estate of the Designated Beneficiary.


 


10.                                 Administration.The
authority to manage and control the operation and administration of the
Agreement shall be vested in the Committee, and the Committee shall have all
powers with respect to this Agreement as it has with respect to the Plan.  Any interpretation of the Agreement by the
Committee and any decision made by it with respect to the Agreement is final
and binding on all persons.


 


11.                                 Plan
Governs. Notwithstanding anything in this Agreement to the contrary, the
terms of this Agreement and the Option shall be subject to the terms of the
Plan, a copy of which may be obtained by the Optionee from the office of the
Secretary of the Company.  This Agreement
is subject to all interpretations, amendments, rules and regulations
promulgated by the Committee from time to time pursuant to the Plan.


 


12.                                 No
Right to Continued Employment. The Option will not confer on the Optionee
any right with respect to continuance of employment or other service with the
Company or any Subsidiary, nor will it interfere in any way with any right the
Company or any Subsidiary would


 


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otherwise have to
terminate or modify the terms of such Optionee’s employment or other service at
any time.


 


13.                                 Notices.  Any written notices provided for in this
Agreement or the Plan shall be in writing and shall be deemed sufficient if
delivered by hand, or sent by fax, overnight courier, or by postage paid first
class mail.  Notices sent by mail shall
be deemed received three business days after mailed but in no event later than
the date of actual receipt.  Notices
shall be directed, if to the Optionee, at the Optionee’s address indicated by
the Company’s records, or if to the Company, at the Company’s principal
executive office.


 


14.                                 Fractional
Shares.  In lieu of issuing a
fraction of a share upon any exercise of the Option, resulting from an adjustment
of the Option pursuant to Section 12.3 of the Plan or otherwise, the
Company will be entitled to pay to the Optionee an amount equal to the Fair
Market Value of such fractional share.


 


15.                                 No
Rights As Shareholder.  The Optionee
shall not have any rights of a shareholder with respect to the shares subject
to the Option, until a stock certificate has been duly issued following
exercise of the Option as provided herein. 
The Optionee shall have no voting rights and shall not receive any
dividends paid or any dividend equivalent payments before the stock certificate
is issued.


 


16.                                 Amendment.  This Agreement may be amended by written
agreement of the Optionee and the Company, without the consent of any other
person.


 


17.                                 Definitions  Defined terms not otherwise set forth and
defined herein shall have the meaning ascribed them in the Plan.


 


IN
WITNESS WHEREOF, the Optionee has executed this Agreement,
and the Company has caused these presents to be executed in its name and on its
behalf, all as of the Grant Date.


 


	
   

  	
  MedicalCV,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Optionee
  (signature)

  	
  President

  	
   

  
	
   

  	
   

  
	
  Name and address
  of Optionee

  	
   

  
					



 


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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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