Form of Stock Option Agreement under the 2007 Equity Incentive Plan



 Exhibit 10.10 
 [FORM FOR EXECUTIVE OFFICERS] 
 EMPHASYS MEDICAL, INC. 
 2007 EQUITY INCENTIVE PLAN 
 NOTICE OF STOCK OPTION GRANT 
  

			
	Address:	 	
	  
	 	
	  
	 	

 You have been granted an option to purchase Common Stock of Stock of Emphasys Medical, Inc. (the
“Company”) under the terms of the Company’s 2007 Equity Incentive Plan (the “Plan”) as follows: 
  

			
	Date of Grant:	  	
		
	Exercise Price per Share:	  	$
		
	Total Number of Shares Granted:	  	
		
	Total Exercise Price:	  	$
		
	Type of Option:	  	         Incentive Stock Option
		
		  	         Nonstatutory Stock Option
		
	Expiration Date:	  	
		
	Vesting Commencement Date:	  	
		
	Vesting/Exercise Schedule:	  	So long as your Continuous Service with the Company continues, the Shares underlying this Option shall vest and become exercisable in accordance with the following schedule:
         of the Shares subject to the Option shall vest and become exercisable on the first anniversary of the Vesting Commencement Date and          of
the total number of Shares subject to the Option shall vest and become exercisable on each month thereafter.
		
		  	Notwithstanding the foregoing, in the event of a Change of Control in which the acquiror (or successor) does not assume the Option or substitute an equivalent option for the Option, the vesting
of the Option shall automatically accelerate with respect to 100% of the shares then unvested immediately prior to the effective time of the Change of Control.









			
		
		  	Notwithstanding the foregoing, in the event that the Option is assumed or an equivalent option is substituted for the Option by an acquiror (or successor) in a Change of Control, following which
your Continuous Service with the Company is Involuntarily Terminated for any reason other than for Cause during the period beginning with the effective date of a Change of Control (as defined below) and ending on the first anniversary of such
effective date, the vesting of the Option shall automatically accelerate with respect to 100% of the shares then unvested at the effective time of termination.
		
		  	For purposes of this Option, the following definitions shall apply:
		
		  	“Change in Control” shall have the meaning set forth in the Plan.
		
		  	“Involuntary Termination” shall include any termination of your employment by the Company other than (1) termination for Cause and (2) your voluntary termination.
Involuntary Termination also shall include your voluntary termination following: (a) a substantial reduction in your base salary (other than in connection with a general decrease in base salaries for employees of the Company); (b) a
material reduction in the kind or level of employee benefits with the result that your overall benefits package is significantly reduced; (c) the relocation of your place of employment to a facility or a location more than 50 miles from your
then present location, without your consent; or (d) a material diminution of your duties or your responsibilities.
		
		  	“Cause” shall have the meaning set forth in the Plan. 

  

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	Termination Period:	  	This Option may be exercised for 90 days after termination of your Continuous Service with the Company except as set forth in Section 5 of the Stock Option Agreement (but in no event later
than the Expiration Date). You are responsible for keeping track of these exercise periods following termination for any reason of your service relationship with the Company. The Company will not provide further notice of such
periods.
		
	Transferability:	  	This Option may not be transferred.

 By your signature and the signature of the Company’s representative below, you and the
Company agree that this option is granted under and governed by the terms and conditions of the Emphasys Medical, Inc. 2007 Equity Incentive Plan and the Stock Option Agreement, both of which are attached and made a part of this document.

 In addition, you agree and acknowledge that your rights to any Shares underlying the Option will be earned only as you provide services to
the Company over time, that the grant of the Option is not as consideration for services you rendered to the Company prior to your Vesting Commencement Date, and that nothing in this Notice or the attached documents confers upon you any right to
continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without
cause. 
  

							
		 		 	EMPHASYS MEDICAL, INC.
				
	  
	 		 	By:	 	  



							
		 		 	Name:	 	  



							
		 		 	Title:	 	  


  

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 EMPHASYS MEDICAL, INC. 
 2007 EQUITY INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 
 1.        Grant of Option. Emphasys Medical, Inc., a Delaware corporation (the
“Company”), hereby grants to                      (“Optionee”), an option (the “Option”) to
purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice (the “Exercise
Price”) subject to the terms, definitions and provisions of the Emphasys Medical, Inc. 2007 Equity Incentive Stock Plan (the “Plan”) adopted by the Company, which is incorporated in this Agreement by reference. Unless
otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan. This Stock Option Agreement shall be deemed executed by the Company and Optionee upon execution by such parties of the Notice.

 2.        Designation of Option. This Option is intended to be an Incentive Stock
Option as defined in Section 422 of the Code only to the extent so designated in the Notice, and to the extent it is not so designated or to the extent the Option does not qualify as an Incentive Stock Option, it is intended to be a
Nonstatutory Stock Option. 
 Notwithstanding the above, if designated as an Incentive Stock Option, in the event that the Shares subject to
this Option (and all other Incentive Stock Options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company) that first become exercisable in any calendar year have an aggregate fair market value
(determined for each Share as of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with Section 5(c) of the
Plan. 
 3.        Exercise of Option. This Option shall be exercisable during its term
in accordance with the Vesting/Exercise Schedule set out in the Notice and with the provisions of Section 10 of the Plan as follows: 
   (a)        Right to Exercise. 
       (i)        This Option may not be exercised for a fraction of a share. 
       (ii)        In the event of Optionee’s death, disability or other termination of employment, the exercisability of the Option is
governed by Section 5 below, subject to the limitations contained in this Section 3. 
       (iii)        In no event may this Option be exercised after the Expiration Date of the Option as set forth in the Notice. 







   (b)        Method of Exercise.

       (i)        This Option shall be exercisable by execution and
delivery of the Exercise Notice attached hereto as Exhibit A or any other form of written notice approved for such purpose by the Company 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 the holder’s investment intent with respect to such Shares as 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 to the Company by such means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment 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. 
       (ii)        As a condition to the exercise of this Option and as further set forth in Section 12 of the Plan, Optionee agrees to make adequate provision for
federal, state or other tax withholding obligations, if any, which arise upon the vesting or exercise of the Option, or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise. 
       (iii)        The Company is not obligated, and will have no liability for
failure, to issue or deliver any Shares upon exercise of the Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be
exercised until such time as the Plan has been approved by the stockholders of the Company, or 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, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. 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 the Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on
which the Option is exercised with respect to such Shares. 
 4.        Method of
Payment. Payment of the Exercise Price shall be by any of the following, or a combination of the following, at the election of Optionee: 
   (a)        cash or check; or 
   (b)        following the date, if any, upon which the Common Stock is a Listed Security, delivery of a properly executed exercise notice together with irrevocable instructions to a broker
approved by the Company to deliver promptly to the Company the amount of sale or loan proceeds required to pay the exercise price. 
 5.        Termination of Continuous Service. Following the date of Termination of Continuous Service of Optionee for any reason (the “Termination Date”), Optionee may
exercise the Option only as set forth in the Notice and this Section 5. To the extent that Optionee is not 

  

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entitled to exercise this Option as of the Termination Date, or if Optionee does not exercise this Option within the Termination Period set forth in the
Notice or the termination periods set forth below, the Option shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of the Option as set forth in the Notice. 
   (a)        Termination. In the event of Termination of Continuous Service of Optionee
other than as a result of Optionee’s disability or death, Optionee may, to the extent otherwise so entitled at the Termination Date of such termination, exercise this Option during the Termination Period set forth in the Notice. 
   (b)        Other Terminations. In connection with any termination other than a
termination covered by Section 5(a), Optionee may exercise the Option only as described below: 
       (i)        Termination upon Disability of Optionee. In the event of Termination of Continuous Service of Optionee as a result of Optionee’s
disability, Optionee may, but only within twelve months from the Termination Date, exercise this Option to the extent Optionee was entitled to exercise it as of such Termination Date. 
       (ii)        Death of Optionee. In the event of the death of
Optionee (a) during the term of this Option and while an Employee or Consultant of the Company and having been in Continuous Service since the date of grant of the Option, or (b) within thirty (30) days after Optionee’s
Termination Date, the Option may be exercised at any time within twelve months following the date of death by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent
Optionee was entitled to exercise the Option as of the Termination Date. 
 6.        Non-Transferability of Option. Except as otherwise set forth in the Notice, this Option may not be transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee. 
 7.        Tax Consequences. Below is a brief summary as of the date of this Option of certain of
the federal tax consequences of exercise of this Option and disposition of the Shares under the laws in effect as of the Date of Grant. THIS SUMMARY IS INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 
   (a)        Incentive Stock Option. 
       (i)        Tax Treatment upon Exercise and Sale of Shares. If this Option qualifies as an Incentive Stock Option, there will be no regular federal
income tax liability upon the exercise of the Option, although 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 the alternative minimum tax for federal tax
purposes and may subject Optionee to the alternative minimum tax 

  

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in the year of exercise. If Shares issued upon exercise of an Incentive Stock Option are held for at least one year after exercise and are disposed of at
least two years after the Option grant date, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares issued upon exercise of an Incentive Stock Option are disposed of
within such one-year period or within two years after the Option grant date, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price
and the lesser of (i) the fair market value of the Shares on the date of exercise, or (ii) the sale price of the Shares. 
       (ii)        Notice of Disqualifying Dispositions. With respect to any Shares issued upon exercise of an Incentive Stock Option, if Optionee
sells or otherwise disposes of such Shares on or before the later of (i) the date two years after the Option grant date, or (ii) the date one year after the date of exercise, Optionee shall immediately notify the Company in writing of such
disposition. Optionee acknowledges and agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized by Optionee from the early disposition by payment in cash or out of the current earnings paid
to Optionee. 
   (b)        Nonstatutory Stock Option. If
this Option does not qualify as an Incentive Stock Option, there may be a regular federal (and state) income tax liability upon the exercise of the Option. Optionee will be treated as having received compensation income (taxable at ordinary income
tax rates) 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, the Company will be required to withhold from Optionee’s compensation or collect from
Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise. If Shares issued upon exercise of a Nonstatutory Stock Option are held for at least one year, any gain
realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. 
 8.        Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an
opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all
decisions and interpretations of the Plan Administrator regarding any questions relating to the Option. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan
terms and provisions shall prevail. The Option, including the Plan, constitutes the entire agreement between Optionee and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between
the parties relating to such subject matter. 
  

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 EXHIBIT A 
 EMPHASYS MEDICAL, INC. 
 2007 EQUITY INCENTIVE PLAN 
 EXERCISE NOTICE 
  

									
	To:	    	Emphasys Medical, Inc.
	Attn:	    	Stock Option Administrator
	Subject:	    	Notice of Intention to Exercise Stock Option
	
	 This is official notice that the undersigned (“Optionee”) intends to exercise Optionee’s option to purchase
                     shares of Emphasys Medical Common Stock, under and pursuant to the Company’s 2007 Equity Incentive Plan and the
Stock Option Agreement dated                     , as follows:

				
		    	Grant Number:	    	  
	    	
				
		    	Date of Purchase:	    	  
	    	
				
		    	Number of Shares:	    	  
	    	
				
		    	Purchase Price:	    	  
	    	
				
		    	 Method of Payment
 of Purchase Price:

	    	  
	    	


									
			
	 Social Security No.:
	  	  
	    	
	
	 The shares should be issued as follows:



											
					
		    	Name:	    	  
	    		    	
					
		    	Address:	    	  
	    		    	
					
		    		    	  
	    		    	
					
		    		    	  
	    		    	
					
		    	Signed:	    	  
	    		    	
					
		    	Date: