Exhibit 10.15


 


MEDICALCV, INC.


STOCK OPTION AGREEMENT


PURSUANT TO 1993 DIRECTOR STOCK OPTION PLAN


(As Adopted November 5, 1993, and as Amended December 1, 1997

and November 13, 1999)


 


Option No.: C-        


 


This
AGREEMENT is dated as of             ,
and is entered into by and between MedicalCV, Inc., a Minnesota
corporation (the “Company”) and             
(the “Optionee”).


 


W I T N E S S E T H :


 


1.                                       Grant
of Option.  Pursuant to the
provisions of the MedicalCV, Inc. 1993 Director Stock Option Plan (the “Plan”)
and subject to shareholder approval of the Plan in accordance with the
provisions of Rule 16b-3 under the Securities Exchange Act of 1934
and to the additional conditions set forth herein, the Optionee has been
automatically granted on the date hereof the right and option to purchase from
the Company all or a part of an aggregate of 7,000 shares of Common
Stock ($.01 par value) of the Company (the “Stock”) at the purchase price of             
(the “Option”).  The Option does not
constitute an incentive stock option within the meaning of Section 422 of
the Internal Revenue Code of 1986.


 


2.                                       Terms
and Conditions.  It is understood and
agreed that the option evidenced hereby is subject to the following terms and
conditions and to the terms and conditions of the Plan:


 


(a)                                  Expiration
Date.  Subject to the provisions of Section 5(c) of
the Plan, the option shall expire             .


 


(b)                                 Exercise
of Option.  The Option shall become
exercisable in full beginning on the later of (i) the first anniversary of
the grant of the Option or (ii) the date on which the Plan is first
approved by the shareholders of the Company in accordance with Rule 16b-3
under the Exchange Act provided that the Optionee shall have maintained
Continuous Service as an outside director throughout such 12-month
period.  The Option shall be exercisable
only while the Optionee serves as an outside director of the Company, and for a
period six (6) months after ceasing to be an outside director pursuant to Section 10
hereof.  “Continuous Service” shall mean
the absence of any interruption or termination of service as a director.  Continuous Service as a director shall not be
considered interrupted in the case of sick leave, military leave, or any other
leave approved by the Company’s Board of Directors.


 


Any
exercise shall be accompanied by a written notice to the Company specifying the
number of shares as to which the option is being exercised.  Notation of any partial exercise shall be
made by the Company on Schedule I hereto.


 


1





















 


(c)                                  Payment
of Purchase Price Upon Exercise.  At
the time of any exercise, the purchase price of the shares as to which this
option is exercised shall be paid in cash to the Company, unless, in accordance
with the provisions of Section 9(b) of the Plan, the Board of
Directors shall permit payment of the purchase price in another manner.


 


(d)                                 Exercise
Upon Death or Termination of Status as a Director.


 


(i)                                     Termination
of Status as a Director.  If the
Optionee ceases to serve as a director, the Optionee may, but only within six (6) months
after the date the Optionee ceases to be an outside director of the Company,
exercise his or her Option to the extent the Optionee was entitled to exercise
it at the date of such termination.  To
the extent that the Optionee was not entitled to exercise an Option at the date
of such termination, or if the Optionee does not exercise such Option within
the time specified herein, the Option shall terminate.


 


(ii)                                  Death
of Optionee.  In the event of the
death of an Optionee occurring:


 


(A)                              during
the term of the Option, and provided that the Optionee was at the time of death
a Director of the Company and had been in Continuous Service as a Director
since the date of grant of the Option, the Option may be exercised, at any time
within six (6) months following the date of death, by the Optionee’s
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, but only to the extent of the right to exercise that would have
accrued had the Optionee continued living and remained in Continuous Service a
director for six (6) months after the date of death.


 


(B)                                within
thirty (30) days after the termination of Continuous Service as a director, the
Option may be exercised, at any time within six (6) months following the
date of death, by the Optionee’s estate or by a person who acquired the right
to exercise the Option by bequest or inheritance, but only to the extent of the
right to exercise that had accrued at the date of termination of Continuous
Service as a director.


 


(e)                                  Non-Transferability
of Options.  The Option may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee.


 


(f)                                    Adjustments
Upon Changes in Capitalization or Merger. 
The number of shares of Common Stock covered by this Option and the
exercise price shall be proportionately adjusted for any increase or decrease
in the number of issued and outstanding shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common


 


2





















 


Stock effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.” Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and
conclusive.  Except as expressly provided
herein or in the Plan, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, or options
or rights to purchase shares of stock of any class shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to this Option.


 


In the
event of the proposed dissolution or liquidation of the Company, the Option
will terminate immediately prior to the consummation of such proposed action,
unless otherwise provided by the Board. 
The Board may, in the exercise of its sole discretion in such instances,
declare that the Option shall terminate as of a date fixed by the Board and
give the Optionee the right to exercise his or her Option as to all or any part
of the Stock.  If the Board makes an Option
fully exercisable in the event of a merger or sale of assets, the Board shall
notify the Optionee that the Option shall be fully exercisable for a period of
ten (10) days from the date of such notice, and the Option will terminate
upon the expiration of such period.


 


(g)                                 No
Rights as Shareholder.  The Optionee
shall have no rights as a shareholder with respect to any shares of Stock
subject to this Option prior to the date of issuance to him or her of a
certificate or certificates for such shares.


 


(h)                                 No
Right to Continued Status as a Director. 
This Option shall not confer upon the Optionee any right with respect to
continued status as a director of the Company, nor shall it interfere in any
way with the right of the Company or the shareholders to terminate his or her
status as a director at any time.


 


(i)                                     Compliance
with Law and Regulations.  This
Option and the obligation of the Company to sell and deliver shares hereunder
shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency as may
be required.  The Company shall not be
required to issue or deliver any certificates for shares of Stock prior to (i) compliance
with the regulations of the NASD or any stock exchange on which the Stock may
then be listed and (ii) the completion of any registration or
qualification of such shares under any federal or state law, or any rule or
regulation of any government body which the Company shall, in its sole
discretion, determine to be necessary or advisable.  Moreover, this Option may not be exercised if
its exercise or the receipt of shares of Stock pursuant hereto would be
contrary to applicable law.


 


3.                                       Investment
Representation.  As a condition to
the exercise of the Option, the Company may require the person exercising the
Option to represent and warrant at the time of exercise that the shares are
being purchased only for investment and without any present intention to sell
or distribute such shares, if, in the opinion of counsel for the Company, such
a representation is required by any relevant provisions of law.  The shares may be issued with


 


3





















 


appropriate legends on
stock certificates representing the shares, and the Company may place stop
transfer orders with respect to the shares.


 


4.                                       Optionee
Bound by Plan.  The Optionee hereby
acknowledges receipt of a copy of the Plan and agrees to be bound by all the
terms and provisions thereof.


 


5.                                       Notices.  Any notice hereunder to the Company shall be
addressed to it at its principal executive offices, located at 9605 West
Jefferson Trail, Inver Grove Heights, Minnesota 55077; and any notice hereunder
to the Optionee shall be addressed to him or her at the address set forth
below; subject to the right of either party to designate at any time hereunder
in writing some other address.


 


6.                                       Counterparts.  This Agreement may be executed in two
counterparts each of which shall constitute one and the same instrument.


 


IN
WITNESS WHEREOF, MedicalCV, Inc. has caused this Agreement to be executed
by its President or a Vice President and the Optionee has executed this
Agreement, both as of the day and year first above written.


 


 


	
   

  	
  MEDICALCV, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Optionee
  (signature)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name and address
  of Optionee

  	
   

  
				



 


4





















 


SCHEDULE I - NOTATIONS AS TO PARTIAL EXERCISE


 


	
  Date of Exercise

  	
   

  	
  Number of

  Purchased

  Shares

  	
   

  	
  Balance of

  Shares on

  Option

  	
   

  	
  Authorized

  Signature

  	
   

  	
  Notation Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


5