Exhibit
10.4


 


PROUROCARE INC.


AMENDED AND RETSTATED 2004 STOCK OPTION PLAN


 










 


FORM OF
NOTICE OF STOCK OPTION GRANT


 


<Employee Name and Address>


 


1.             Basic Terms.  You have
been granted an option (“Option”) to purchase Common Stock, par value $0.00001
per share (“Common Stock”) of ProUroCare Medical Inc. (“Company’) as follows:


 


	
  Date of
  Grant

  	
   

  	
  July 11,
  2008 (“Grant Date”)

  
	
   

  	
   

  	
   

  
	
  Total Number of Shares Granted:

  	
   

  	
              (“Shares”)

  
	
   

  	
   

  	
   

  
	
  Exercise
  Price Per Share:

  	
   

  	
  $1.00
  (“Exercise Price”)

  
	
   

  	
   

  	
   

  
	
  Type of
  Option:

  	
   

  	
  x   Incentive
  Stock Option (“ISO”)

  
	
   

  	
   

  	
  o   
  Non-Qualified Stock Option (“NQSO”)

  
	
   

  	
   

  	
   

  
	
  Expiration
  Date:

  	
   

  	
  July 11,
  2015 (“Expiration Date”)

  



 


2.             Vesting.  This Option
will vest with respect to the granted Shares in accordance with the following
vesting schedule (“Vesting Schedule”):


 


	
  Shares

  	
   

  	
  Vesting Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  July 11, 2008

  
	
   

  	
   

  	
  July 1, 2009

  
	
   

  	
   

  	
  July 1, 2010

  
	
   

  	
   

  	
  July 1, 2011

  



 


3.             Exercise.


 


(a)           During
Employment/Consultancy.  This
Option may be exercised in whole or in part with respect to vested Shares at
any time during your employment or consultancy, but in no event later than the
Expiration Date.


 


(b)           Following
Termination of Employment/Consultancy.  This Option may be exercised in whole or in
part with respect to Shares which are vested on the termination date of your
employment or consultancy (your “Termination Date”) for a period of 3 months
after your Termination Date (the “Post-Termination Exercise Period”), but in no
event later than the Expiration Date.  In
the event of your termination is due to your disability or death, the
Post-Termination Exercise Period will be increased to 12 months after your
Termination Date, but in no event later than the Expiration Date.


 


By execution
of this Notice of Grant, you and the Company agree that this Option is granted
under and governed by the terms and conditions of the Company’s Amended and
Restated 2004 Stock Option Plan and the Stock Option Agreement, both of which
are attached hereto and made a part hereof.


 


	
  OPTIONEE:

  	
   

  	
  PROUROCARE MEDICAL INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
  Print Name and Title

  



 





















 


PROUROCARE MEDICAL INC.


AMENDED AND RESTATED 2004 STOCK OPTION PLAN


 






 


FORM OF
STOCK OPTION AGREEMENT


 


1.             Grant of Option.


 


(a)           Grant.  ProUroCare
Medical Inc. (the “Company”) hereby grants from the Plan to the Optionee (the “Optionee”)
named in the attached Notice of Grant (the “Notice of Grant”) an option (the “Option”)
to purchase the total number of shares of Common Stock, par value $0.00001 per
share (the “Shares”), set forth in the Notice of Grant, at the exercise price
(the “Exercise Price”) set forth in the Notice of Grant, subject to the terms,
definitions, and provisions of the Amended and Restated 2004 Stock Option Plan
(the “Plan”) adopted by the Company, which Plan is incorporated herein by
references.  Unless otherwise defined
herein, terms used herein with initial capital letters shall have the meanings
ascribed to such terms in the Plan.  In
the event of a conflict between the provisions of this Agreement and the Plan,
the provisions of the Plan shall control.


 


(b)           Designation as ISO.  If designated
in the Notice of Grant as an Incentive Stock Option (an “ISO”), this Option is
intended to qualify as an Incentive Stock Option as defined in Section 422
of the Internal Revenue Code of 1986, as amended (the “Code).  However, if this Option is intended to be an
ISO, to the extent that it exceeds the “$100,000 rule” of Code Section 422(d) it
shall be treated as a Non-Qualified Stock Option (“NQSO”).


 


2.             Term of Option. 
The term of this Option shall begin on the Grant Date set forth in the
Notice of Grant and shall continue through, and include, the Expiration Date
set forth in the Notice of Grant (the “Term”). 
Notwithstanding the preceding sentence or anything in the Notice of
Grant to the contrary, if this Option is designated as an ISO, the Expiration
Date and the Term shall limited by the provisions of Section 6.5(d) of
the Plan.


 


3.             Exercise of Option.


 


(a)           Right to Exercise.  This Option
shall be exercisable during the Term only in accordance with the terms of the
Plan, this Agreement, and the Notice of Grant (including, without limitation,
the Vesting Schedule and exercise terms set forth therein); provided, however,
that this Option may not be exercised for a fraction of a Share.  In the event of Optionee’s death, disability
or other termination of employment or consultancy, the exercisability of this
Option shall be further governed by the provisions of Section 9 of this
Agreement.  In no event may this Option
be exercised after the Expiration Date set forth in the Notice of Grant.


 


(b)           Method of Exercise.


 


(1)           This
Option shall be exercisable by written notice (in the form attached as Exhibit A)
which shall state Optionee’s election to exercise the Option, the number of
Shares in respect of which the Option is being exercised, and such other
representations and agreements as to Optionee’s investment intent with respect
to such Shares may be required by the


 

















 


Company pursuant to the
provisions of the Plan.  Such written
notice shall be signed by Optionee and shall be delivered in person, by
certified mail, or by overnight delivery service to the Secretary of the
Company.  The written notice shall be
accompanied by payment in full of the Exercise Price.  This Option shall be deemed to be exercised
upon receipt by the Company of such written notice accompanied by the Exercise
Price.


 


(2)           No
Shares shall be issued pursuant to the exercise of an Option unless such
issuance and such exercise comply with all relevant provisions of law and the
requirements of any stock exchange or national market system upon which the
Common Stock of the Company is then listed. 
Assuming such compliance, for income tax purposes the Shares shall be
considered transferred to the Optionee on the date on which the Option is
exercised with respect to such Shares.


 


(c)           Method of Payment.  Payment of
the Exercise Price shall be by any of the following, or a combination thereof,
at the election of Optionee:


 


(1)           Cash
or check;


 


(2)           Surrender
of other shares of Common Stock of the Company which (i) in the case of
shares acquired pursuant to the exercise of a Company option, have been owned
by Optionee for more than six (6) months on the date of surrender,
and (ii) have a Fair Market Value on the date of surrender equal to the aggregate
Exercise Price of the Shares for which the Option is being exercised; or


 


(3)           Instructions
to the Company to withhold from the Shares issuable upon the exercise of the
Option that number of Shares the Fair Market Value of which is equal to the aggregate
Exercise Price of the Shares for which the Option is being exercised (inclusive
of the Shares being withheld, which are treated for this purpose as being
exercised).


 


4.             Investment Representation. 
In the event the Shares purchasable pursuant to the exercise of this
Option have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), at the time this Option is exercised, Optionee shall,
if required by the Company, concurrently with the exercise of all or any
portion of this Option, deliver to the Company his or her Investment
Representation Statement in the form attached hereto as Exhibit B.


 


5.             Restrictions on Exercise. 
This Option may not be exercised if the issuance of such Shares upon
such exercise or the method of payment of consideration for such Shares would
constitute a violation of any applicable federal or state securities or other
law or regulation.  As a condition to the
exercise of this Option, the Company may require Optionee to make any
representation and warranty to the Company as may be required by any applicable
law or regulation.


 


6.             Market Standoff Agreement. 
Optionee hereby agrees that if so requested by the Company or any
representative of the underwriters (the “Managing Underwriter”) in connection
with any registration of the offering of any securities of the Company under
the Securities Act, Optionee shall not sell or otherwise transfer any
Shares or other securities of the Company during the 180-day period (or such
longer period as may be requested in writing by the Managing Underwriter and
agreed to in writing by the Company) (the “Market Standoff Period”) following
the effective date of a registration statement of the Company filed under the
Securities Act; provided,


 


2

















 


however, that such
restriction shall apply only to the first registration statement of the Company
to become effective under the Securities Act that includes securities to be
sold on behalf of the Company to the public in an underwritten public offering
under the Securities Act.  The Company
may impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such Market Standoff Period.


 


7.             Rights of Optionee. 
Optionee shall not have any of the rights of a shareholder with respect
to the Shares covered by the Option except to the extent that one or more
certificates for such Shares shall have been delivered to Optionee upon the
valid exercise of all or any part of the Option.


 


8.             Non-Transferability of
Option.


 


a.     ISO. Options designated as an ISO may only be
transferred by will or by the laws of descent or distribution and may be
exercised during the lifetime of Optionee only by Optionee.  Incentive Stock Options transferred (except
as permitted in the preceding sentence) will continue to be outstanding for
purposes of the Plan but will thereafter be deemed to be a non-qualified stock
option.


 


b.     Non-qualified stock options. 
Options designated as a non-qualified stock option, may be transferred
by the holder thereof only to such holder’s spouse, children, grandchildren or
parents (collectively, the “Family Members”), to trusts for the benefit of
Family Members, to partnerships or limited liability companies in which Family
Members are the only partners or shareholders, or to entities exempt from
federal income taxation pursuant to Section 501(c)(3) of the
Code.  During a participant’s lifetime, a
stock option may be exercised only by him or her, by his or her guardian or
legal representative or by the transferees permitted.


 


c.               Successors. 
The terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.


 


9.             Termination of Relationship.


 


(a)           In General.  In the event
that Optionee’s employment or consultancy with the Company terminates, Optionee
(or, if Optionee is deceased, his or her estate or heirs) may exercise this
Option during the Post-Termination Exercise Period set forth in the Notice of
Grant, but only to the extent that this Option was vested and otherwise
exercisable by the Optionee on the date of such termination (the “Termination
Date”), and in no event after the Expiration Date of this Option.  To the extent that this Option was not vested
or otherwise exercisable on Optionee’s Termination Date, or if Optionee does
not exercise all or any portion this Option within the Post-Termination
Exercise Period, this Option shall terminate.


 


(b)           ISO Termination Provisions.  Notwithstanding anything in Section 9(a) or
the Notice of Grant to the contrary, if this Option is designated as an ISO,
then the Post-Termination Exercise Period shall be equal to a period of 3
months after Optionee’s Termination Date, but in no event later than the
Expiration Date; provided, however, that in the event Optionee’s termination of
employment is due to Optionee’s disability or death, the Post-Termination
Exercise Period will be increased to 12 months after Optionee’s Termination
Date, but in no event later than the Expiration Date.


 


3

















 


10.          No Right to Continued Relationship. 
Optionee acknowledges and agrees that nothing in this Agreement or in
the Plan shall confer upon Optionee any right with respect to continued
employment or consultancy with the Company, nor shall it interfere in any way
with Optionee’s right, or the Company’s right, to terminate Optionee’s
employment or consultancy at any time, with or without cause.


 


11.          Tax Withholding or Collection.


 


(a)           NQSO.  If this Option
is treated as a NQSO, Optionee understands that he or she will be treated as
having received compensation income (taxable at ordinary income tax rates) on
the date of exercise equal to the excess, if any, of the Fair Market Value of
the Shares on the date of exercise over the Exercise Price.  If Optionee is an employee of the Company,
the Company will be required to withhold from Optionee’s compensation or
collect from Optionee an amount equal to the applicable federal and state
payroll, income withholding, or other taxes required to be withheld and paid
over to such taxing authorities (collectively, “Withholding Taxes”).  Optionee hereby consents to such withholding
or collection as a condition to the valid exercise of this Option.  If requested by the Company, Optionee agrees
to promptly pay over to the Company all Withholding Taxes prior to and as a
condition of the issuance to Optionee of a certificate represented the Shares
for which this Option was exercised.


 


(b)           ISO.  If this Option
is treated as an ISO, Optionee understands that he or she will not recognize regular compensation
income on the date of exercise.  However,
the excess, if any, of the Fair Market Value of the Shares on the date of
exercise over the Exercise Price will be treated as an adjustment to alternative
minimum taxable income for federal tax purposes and may subject the Optionee to
the alternative minimum tax in the year of exercise.  The Company will not withhold any
amounts from Optionee’s compensation or collect any amounts from Optionee upon
the exercise of an ISO.


 


12.          Notice of Disqualifying Disposition of ISO Shares;
Follow-Up Tax Withholding or Collection.  If the Option
granted to Optionee is an ISO, and if Optionee sells or otherwise disposes of
any of the Shares acquired pursuant to the ISO on or before the later of (i) the
date that is two years after the Date of Grant, or (ii) the date that is
one year after the date of exercise, Optionee agrees to immediately notify the
Company in writing of such disposition. 
Optionee further understands and agrees that he or she may be subject to
income taxation at the time of such disposition, and that the Company may be
required to withhold from Optionee’s compensation or collect from Optionee an
amount equal to the applicable Withholding Taxes.  Optionee hereby consents to such withholding
or collection.  If requested by the
Company, Optionee agrees to promptly pay over to the Company all Withholding
Taxes.


 


13.          Optionee Acknowledgements, Representations, and
Agreements.  Optionee acknowledges receipt of a copy of
the Plan and represents that he is familiar with the terms and provisions
thereof, and hereby accepts this Option subject to all of the terms and
provisions thereof.  Optionee has
reviewed the Plan and this Option in their entirety, has had an opportunity to
obtain the advice of counsel (including, without limitation, tax counsel) prior
to executing this Option and fully understands all provisions of this
Option.  Optionee hereby agrees to accept
as binding, conclusive 


 


4

















 


and final all decisions
or interpretations of the Committee upon any questions arising under the Plan
or this Option.  Optionee further agrees
to notify the Company upon any change in the residence address indicated below.


 


14.          Miscellaneous.


 


(a)           Parties and Assignment.  This Agreement shall be binding upon the Optionee and
the Company and shall inure to their benefit and to the benefit of their heirs,
successors and assigns.  This Agreement
may not be assigned by Optionee.  This
Agreement may be assigned by the Company to an affiliate or
successor-in-interest.


 


(b)           Waiver.  The Company’s
delay, waiver or failure to enforce any of the terms of this Agreement or any
similar agreement in one instance shall not constitute a waiver of its rights
hereunder with respect to other violations of this or any other agreement.


 


(c)           Severability.  If any
provision of this Agreement shall be held by any court of competent
jurisdiction to be illegal, invalid or unenforceable and such illegality,
invalidity or unenforceability shall have no effect upon and shall not impair
the enforceability of any other provision of this Agreement.


 


(d)           Third Party Beneficiary. 
Nothing herein expressed or implied is intended to or shall be construed
as conferring upon or giving to any person, firm or corporation other than the
parties hereto any rights or benefits under or by reason of this Agreement.


 


(e)           Entire Agreement; Amendment. 
This Agreement sets forth the parties’ final and entire agreement with respect
to its subject matter and supersedes any and all prior understandings and
agreements.  This Agreement shall not be
modified or amended in any fashion except by an instrument in writing signed by
the parties hereto.


 


(f)            Further Assurances.  Each party
hereto agrees to execute such further papers, agreements, assignments or
documents of title as may necessary or desirable to effect the purposes of this
Agreement and carry out its provisions.


 


(g)           Counterparts.  This Agreement
may be executed in any number of counterparts, each of which shall be deemed an
original, but all of which shall be constitute but one in the same agreement.


 


(h)           Governing Law.   This
Agreement, in its interpretation and effect, shall be governed by the laws of
the State of Minnesota applicable to contracts executed and to be performed
therein.  The venue for any action
hereunder shall be in the State of Minnesota, whether or not such venue is or
subsequently becomes inconvenient, and the parties consent to the jurisdiction
of the courts of the State of Minnesota, and the U.S. District Court for the
District of Minnesota.


 


IN
WITNESS WHEREOF,
the parties have executed this Agreement effective as of the 11th day of July,
2008.


 


5

















 


	
   

  	
  PROUROCARE
  MEDICAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


6

















 


PROUROCARE MEDICAL INC.


AMENDED AND RESTATED 2004 STOCK OPTION PLAN


 






 


STOCK
OPTION AGREEMENT


 


OPTIONEE SIGNATURE PAGE


 


 


	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Residence
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social Security No.:

  	
   

  
				



 


7

















 


Exhibit A


 


PROUROCARE
MEDICAL INC.


AMENDED AND RESTATED 2004 STOCK OPTION PLAN


 


EXERCISE
NOTICE


 


ProUroCare Medical Inc.


5500 Wayzata Boulevard, Suite 310


Golden Valley, MN 55416


Attention:  Chief Financial Officer


 


1.             Exercise of Option. 
Effective as of today,
                        
[enter today’s date], the
undersigned (“Optionee”) hereby elects to exercise Optionee’s option to purchase
                  
shares of the Common Stock (the “Shares”) of ProUroCare Medical Inc. (the “Company”)
under and pursuant to the Company’s Amended and Restated 2004 Stock Option
Plan, as amended (the “Plan”) and the Stock Option Agreement dated as of
                                    
(the “Stock Option Agreement”).


 


2.             Representations of Optionee. 
Optionee acknowledges that Optionee has received, read and understood
the Plan and the Stock Option Agreement and agrees to abide by and be bound by
their terms and conditions.


 


3.             Rights as Shareholder. 
Until the stock certificate evidencing such Shares is issued (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the
Shares, notwithstanding the exercise of the Option.  The Company shall issue (or cause to be
issued) such stock certificate promptly after the Option is exercised, subject
to Optionee’s compliance with all provisions of the Plan and Stock Option
Agreement.  No adjustment will be made
for a dividend or other right for which the record date is prior to the date
the stock certificate is issued.


 


4.             Tax Consultation. 
Optionee understands that Optionee may suffer adverse tax consequences
as a result of Optionee’s purchase or disposition of the Shares.  Optionee represents that Optionee has
consulted with any tax consultants Optionee deems advisable in connection with
the purchase or disposition of the Shares and that Optionee is not relying on
the Company for any tax advice.


 


5.             Restrictive Legend and Stop-Transfer
Orders.


 


(a)           Legend.  Optionee
understands and agrees that the Company shall cause the legend set forth below
or a legend substantially equivalent thereto, to be placed upon any certificate(s) evidencing
ownership of the Shares together with any other legends that may be required by
state or federal securities laws at the time of the issuance of the Shares:


 


8

















 


THE SHARES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR THE ISSUER
OF THE SHARES (THE “ISSUER”) HAS RECEIVED AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE
OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT.


 


(b)           Stop-Transfer Notices.  Optionee
agrees that, in order to ensure compliance with the restrictions referred to
herein, the Company may issue appropriate “stop transfer” instructions to its
transfer agent, if any, and that, if the Company  transfers its own securities, it may make
appropriate notations to the same effect in its own records.


 


(c)           Refusal to Transfer.  The Company
shall not be required (i) to transfer on its books any Shares that have
been sold or otherwise transferred in violation of any of the provisions of this
Agreement or (ii) to treat as owner of such Shares or to accord the right
to vote or pay dividends to any purchaser or other transferee to whom such
Shares shall have been so transferred.


 


6.             Successors and Assigns. 
The Company may assign any of its rights under this Agreement to single
or multiple assignees, and this Agreement shall inure to the benefit of, and be
binding upon, the successors and assigns of the Company.  This Agreement shall also be binding upon,
and inure to the benefit of, Optionee and his or her heirs, executors,
successors and assigns.


 


7.             Interpretation. 
Any dispute regarding the interpretation of this Agreement shall be
submitted by Optionee or by the Company forthwith to the Committee, which shall
review such dispute at its next regular meeting.  The resolution of such a dispute by the
Committee shall be final and binding on the Company and on Optionee.


 


8.             Governing Law; Severability. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of Minnesota.  Should
any provision of this Agreement be determined by a court of law to be illegal
or unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable.


 


9.             Notices. 
Any notice required or permitted hereunder shall be in writing and shall
be deemed to have been duly given if (i) delivered by hand, (ii) sent
by telecopy, (iii) delivered to an overnight courier with guaranteed next
day delivery, or (iv) mailed by certified mail, postage prepaid, return
receipt requested, and addressed (or sent, in the case of a telecopy) as
follows:


 


	
  To the Company:

  	
   

  	
  at the address shown on
  the first page hereof

  
	
   

  	
   

  	
   

  
	
  To the Optionee:

  	
   

  	
  at the address shown
  beneath the Optionee’s signature on the last page hereof

  



 


9

















 


or to such other person
and/or place as the parties hereto shall furnish in writing to each other.  Notices shall be deemed effectively given (i) on
the day delivered, if delivered by hand, (ii) on the day sent, if sent by
telecopy, (iii) on the day deposited with an overnight courier with
guaranteed overnight delivery, or (iv) on the day deposited in the U.S.
mail, if sent by certified mail.


 


10.          Further Instruments.  The parties
agree to execute such further instruments and to take such further action as
may be reasonably necessary to carry out the purposes and intent of this
Agreement.


 


11.          Delivery of Payment.  Optionee
herewith delivers to the Company the full Exercise Price for the Shares,
together with all federal and state payroll, income withholding, and other
taxes required by the Company to be collected from Optionee.


 


12.          Entire Agreement.  The Plan, the
Notice of Grant, and the Stock Option Agreement are incorporated herein by
reference.  This Agreement, the Plan, the
Notice of Grant, the Stock Option Agreement and the Investment Representation
Statement (if applicable) constitute the entire agreement of the parties and
supersede in their entirety all prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof.


 


	
   

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [signature]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Print
  Name]

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


ACCEPTED:


 


	
  PROUROCARE
  MEDICAL INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name and Title

  	
   

  



 


10

















 


Exhibit B


 


INVESTMENT
REPRESENTATION STATEMENT


 


	
  Optionee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Company:

  	
  ProUroCare Medical Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
  Type
  of Security:

  	
  Common Stock

  	
   

  
	
   

  	
   

  	
   

  
	
  Number
  of Shares:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  



 


In connection with the purchase of the above-listed
Securities, the undersigned Optionee represents to the Company the following:


 


(a)           Optionee is aware of the Company’s
business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision
to acquire the Securities.  Optionee is
acquiring these Securities for investment for Optionee’s own account only and
not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act of 1933, as amended (the “Securities
Act”).


 


(b)           Optionee acknowledges and understands
that the Securities constitute “restricted securities” under the Securities Act
and have not been registered under the Securities Act in reliance upon a
specific exemption therefrom, which exemption depends upon, among other things,
the bona fide nature of Optionee’s investment intent as expressed herein.  In this connection, Optionee understands
that, in the view of the Securities and Exchange Commission, the statutory
basis for such exemption may be unavailable if Optionee’s representation was
predicated solely upon a present intention to hold these Securities for the
minimum capital gains period specified under tax statutes, for a deferred sale,
for or until an increase or decrease in the market price of the Securities, or
for a period of one year or any other fixed period in the future.  Optionee further understands that the
Securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is
available.  Optionee further acknowledges
and understands that the Company is under no obligation to register the
Securities.  Optionee understands that
the certificate evidencing the Securities will be imprinted with a legend which
prohibits the transfer of the Securities unless they are registered or such
registration is not required in the opinion of counsel satisfactory to the
Company and any other legend required under then applicable state or federal
securities laws.


 


(c)           Optionee is familiar with the
provisions of Rule 701 and Rule 144, each promulgated under the
Securities Act, which, in substance, permit limited public resale of “restricted
securities” acquired, directly or indirectly from the issuer thereof, in a
non-public offering subject to the satisfaction of certain conditions.  Rule 701 provides that if the issuer


 

















 


qualifies under Rule 701
at the time of the grant of the Option to the Optionee, the exercise will be
exempt from registration under the Securities Act.  In the event the Company becomes subject to
the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) ninety (90) days
thereafter (or such longer period as any market stand-off agreement may require)
the Securities exempt under Rule 701 may be resold, subject to the
satisfaction of certain of the conditions specified by Rule 144,
including:  (i) the resale being
made through a broker in an unsolicited “broker’s transaction” or in
transactions directly with a market maker (as said term is defined under
the Exchange Act); and, in the case of an affiliate, (ii) the availability
of certain public information about the Company, (iii) the amount of
Securities being sold during any three month period not exceeding the
limitations specified in Rule 144(e), and (iv) the timely filing of a
Form 144, if applicable.


 


(d)           In the event that the Company does
not qualify under Rule 701 at the time of grant of the Option, then the
Securities may be resold in certain limited circumstances subject to the
provisions of Rule 144, which requires the resale to occur not less
than two years after the later of the date the Securities were sold by the
Company or the date the Securities were sold by an affiliate of the Company,
within the meaning of Rule 144; and, in the case of acquisition of the
Securities by an affiliate, or by a non-affiliate who subsequently holds the
Securities less than three years, the satisfaction of the conditions set forth
in clauses (1), (2), (3) and (4) of Paragraph (c), above.


 


(e)           Optionee further understands that in
the event all of the applicable requirements of Rule 701 or 144 are not
satisfied, registration under the Securities Act, compliance with Regulation A
under the Securities Act, or some other registration exemption will be
required; and that, notwithstanding the fact that Rules 144 and 701 are
not exclusive, the Staff of the Securities and Exchange Commission has
expressed its opinion that persons proposing to sell private placement securities
other than in a registered offering and otherwise than pursuant to Rules 144
or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that
such persons and their respective brokers who participate in such transactions
do so at their own risk.  Optionee
understands that no assurances can be given that any such other registration
exemption will be available in such event.


 


	
   

  	
  Signature of Optionee:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


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