EXHIBIT 10.58


MEDICALCV, INC.


NON-QUALIFIED
STOCK OPTION AGREEMENT

PURSUANT TO 2001 EQUITY INCENTIVE PLAN


No. of shares
subject to option:                                                                                                                                   Option
No.: 


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, as
amended to date (the “Plan”). Unless otherwise defined herein, certain
capitalized 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 intended
to qualify as an Incentive Stock Option within the meaning of Section 422
of the United States Internal Revenue Code of 1986, as amended.


2.             Grant of Option. Pursuant to the provisions of
the 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 conditions
herein set forth, the right and option to purchase from the Company all or a
part 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 agreed
that the Option evidenced hereby is subject to the following terms and
conditions:


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


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


 
















 


(c)           Payment of Purchase Price Upon
Exercise. At the time of any exercise, the Exercise 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 4.2(c) of the Plan, the
Board shall permit or require payment of the purchase price in another manner
set forth in the Plan.


(d)           Nontransferability. This
Option shall not be transferable other than by will or by the laws of descent
and distribution. During the lifetime of the Optionee, this Option shall be
exercisable only by the Optionee or by the Optionee’s guardian or legal
representative. No transfer of this Option by the Optionee by will or by the
laws of descent and distribution shall be effective to bind the Company unless
the Company is furnished with written notice thereof and a copy of the will
and/or such other evidence as the Board may determine necessary to establish
the validity of the transfer.


(e)           Subject to Lock Up. Optionee
understands that the Company at a future date may file a registration or
offering statement (the “Registration Statement”) with the Securities and
Exchange Commission to facilitate an underwritten public offering of its
securities. The Optionee agrees, for the benefit of the Company, that should
such an underwritten public offering be made and should the managing
underwriter of such offering require, the undersigned will not, without the
prior written consent of the Company and such underwriter, during the Lock Up
Period as defined herein:  sell, transfer
or otherwise dispose of, or agree to sell, transfer or otherwise dispose of
this Option or any of the Shares acquired upon exercise of this Option during
the Lock Up Period; or sell or grant, or agree to sell or grant, options, rights
or warrants with respect to any of the Shares acquired upon exercise of this
Option. The foregoing does not prohibit gifts to donees or transfers by will or
the laws of descent to heirs of beneficiaries provided that such donees, heirs
and 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) the
period during which Company officers and directors are restricted by the
managing underwriter from effective any sales or transfers of the Shares. The
Lock Up Period shall commence on the effective date of the Registration
Statement.


(f)            No Rights as Shareholder. The
Optionee shall have no rights as a shareholder of the Company with respect to
any Shares prior to the date of issuance to the Optionee of a certificate for
such Shares.


(g)           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 laws, rules and
regulations (including, but not limited to, federal securities laws) and to
such approvals by any government or regulatory agency as may be required. This
Option shall not be exercisable, and the Company shall not be required to issue
or deliver any certificates for Shares of Stock prior to (i) the listing
of such Shares on Nasdaq 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 thereto would be contrary
to applicable law.



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(h)           Withholding. All deliveries
and distributions under this Agreement are subject to withholding of all
applicable taxes. At the election of the Participant, and subject to such rules and
limitations as may be established by the Committee from time to time, such
withholding obligations may be satisfied through the surrender of shares of
Stock which the Participant already owns, or to which the Participant is
otherwise entitled under the Plan.


4.             Termination of Employment. Upon the termination
of the service of Optionee prior to the expiration of the Option, the following
provisions shall apply:


(a)           Upon the Optionee’s voluntary
resignation as a director or failure to stand for election or be nominated for
reelection, or upon the failure of shareholders of the Company to reelect
Optionee, Optionee may exercise the Option for a period of three (3) months
after the date of such resignation or or the meeting of shareholders at which
Optionee is not reelected, or until the term of the Option has expired,
whichever date is earlier. To the extent the Optionee was not entitled to
exercise this Option at the date of termination of service, or if Optionee does
not exercise this Option within the time specified herein, this Option shall
terminate.


5.             Death, Disability or Retirement of Optionee. Upon
the death of Optionee prior to the expiration of the Option, the following
provisions shall apply:


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


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


6.             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. In the event of any question or inconsistency
between this Agreement and the Plan, the terms and conditions of the Plan shall
govern.


7.             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 of the Company’s
assets and business. If any rights exercisable by the Participant or benefits
deliverable to the Participant under this Agreement have not been exercised or
delivered, respectively, at the time of the Participant’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 Participant in a writing filed
with the 










 



 


Committee in such form and at such time as the
Committee shall require. If a deceased Participant fails to designate a
beneficiary, or if the Designated Beneficiary does not survive the Participant,
any rights that would have been exercisable by the Participant and any benefits
distributable to the Participant shall be exercised by or distributed to the
legal representative of the estate of the Participant. If a deceased
Participant designates a beneficiary and the Designated Beneficiary survives
the Participant but 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.


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


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


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


11.           Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Minnesota, except to the extent preempted by federal law, without regard to the
principles of comity or the conflicts of law provisions of any other
jurisdiction.


 










 



 


IN WITNESS WHEREOF, MedicalCV, Inc. has caused
this Agreement to be executed by its Chief Executive Officer and the Optionee
has executed this Agreement, both as of the day and year first above written.


	
  

  	
   

  	
  MEDICALCV, INC.

  	
   

  
	
   

  	
   

  	
   

   

  	
   

  
	
   

  	
   

  	
  By Marc P. Flores

  	
   

  
	
   

  	
   

  	
  Its Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OPTIONEE

  	
   

  
	
   

  	
   

  	
   

   

  	
   

  
	
   

  	
   

  	
  [Name]

  	
   

  
	
   

  	
   

  	
  [Title]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Home Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 










 



 


SCHEDULE I — NOTATIONS AS TO PARTIAL EXERCISE


	
  Date of 

  Exercise

  	
   

  	
  Number of 

  Purchased

  Shares

  	
   

  	
  Balance of 

  Shares on 

  Option

  	
   

  	
  Authorized 

  Signature

  	
   

  	
  Notation

  Date