exv10w3



 





Exhibit 10.3




CONCENTRIC MEDICAL, INC.




1999 STOCK PLAN




As Amended through October 23, 2007




     1. Purposes of the Plan. The purposes of this 1999 Stock Plan are to attract and
retain the best available personnel for positions of substantial responsibility, to provide
additional incentive to Employees and Consultants of the Company and its Subsidiaries and to
promote the success of the Company’s business. Options granted under the Plan may be Incentive
Stock Options (as defined under Section 422 of the Code) or Nonstatutory Stock Options, as
determined by the Administrator at the time of grant of an Option and subject to the applicable
provisions of Section 422 of the Code, as amended, and the regulations promulgated thereunder.
Stock Purchase Rights may also be granted under the Plan.



     2. Definitions. As used herein, the following definitions shall apply:



          (a) “Administrator” means the Board or its Committee appointed pursuant to Section 4
of the Plan.




          (b) “Affiliate” means an entity other than a Subsidiary in which the Company owns an
equity interest or which, together with the Company, is under common control of a third person or
entity.




          (c) “Applicable Laws” means the legal requirements relating to the administration of
stock option plans under applicable U.S. state corporate laws, U.S. federal and applicable state
securities laws, the Code, any Stock Exchange rules or regulations and the applicable laws of any
other country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan, as
such laws, rules, regulations and requirements shall be in place from time to time.




          (d) “Board” means the Board of Directors of the Company.




          (e) “Change of Control” means a sale of all or substantially all of the Company’s
assets, or any merger or consolidation of the Company with or into another corporation; other than
a merger or consolidation in which the holders of more than 50% of the shares of capital stock of
the Company outstanding immediately prior to such transaction continue to hold (either by the
voting securities remaining outstanding or by their being converted into voting securities of the
surviving entity) more than 50% of the total voting power represented by the voting securities of
the Company, or such surviving entity, outstanding immediately after such transaction.




          (f) “Code” means the Internal Revenue Code of 1986, as amended.




          (g) “Committee” means one or more committees or subcommittees of the Board appointed
by the Board to administer the Plan in accordance with Section 4 below.




          (h) “Common Stock” means the Common Stock of the Company.




 









 





          (i) “Company” means Concentric Medical, Inc., a Delaware corporation.




          (j) “Consultant” means any person, including an advisor, who renders services to the
Company, or any Parent, Subsidiary or Affiliate, and is compensated for such services, and any
director of the Company whether compensated for such services or not.




          (k) “Continuous Service Status” means the absence of any interruption or termination
of service as an Employee or Consultant to the Company or a Parent, Subsidiary or Affiliate.
Continuous Service Status shall not be considered interrupted in the case of: (i) sick leave;
(ii) military leave; (iii) any other leave of absence approved by the Administrator, provided that
such leave is for a period of not more than 90 days, unless reemployment upon the expiration of
such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company
policy adopted from time to time; or (iv) in the case of transfers between locations of the Company
or between the Company, its Parents, Subsidiaries or Affiliates or their respective successors.
Unless otherwise determined by the Administrator, a change in status from an Employee to a
Consultant or from a Consultant to an Employee will not constitute an interruption of Continuous
Service Status.




          (l) “Corporate Transaction” means a sale of all or substantially all of the Company’s
assets, or a merger, consolidation or other capital reorganization of the Company with or into
another corporation.




          (m) “Director” means a member of the Board.




          (n) “Employee” means any person, including officers and Directors, employed by the
Company or any Parent, Subsidiary or Affiliate of the Company. The payment by the Company of a
director’s fee to a Director shall not be sufficient to constitute “employment” of such Director by
the Company.




          (o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          (p) “Fair Market Value” means, as of any date, the fair market value of Common Stock
determined as follows:




               (i) If the Common Stock is listed on any established stock exchange or a national market
system including without limitation the National Market of the National Association of Securities
Dealers, Inc. Automated Quotation (“Nasdaq”) System, its Fair Market Value shall be the
closing sales price for such stock (or the closing bid, if no sales were reported), as quoted on
such system or exchange on the date of determination, or if no trading occurred on the date of
determination, on the last market trading day prior to the time of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems reliable;



               (ii) If the Common Stock is quoted on the Nasdaq System (but not on the National Market
thereof) or regularly quoted by a recognized securities dealer but selling prices are not reported,
its Fair Market Value shall be the mean between the high bid and low asked prices for the Common
Stock for the last market trading day prior to the time of determination, as reported in The Wall
Street Journal or such other source as the Administrator deems reliable; or



 









 





               (iii) In the absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Administrator.



          (q) “Incentive Stock Option” means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code, as designated in the applicable Option
Agreement.




          (r) “Listed Security” means any security of the Company that is listed or approved for
listing on a national securities exchange or designated or approved for designation as a national
market system security on an interdealer quotation system by the National Association of Securities
Dealers, Inc.




          (s) “Nonstatutory Stock Option” means an Option not intended to qualify as an
Incentive Stock Option, as designated in the applicable Option Agreement.




          (t) “Option” means a stock option granted pursuant to the Plan.




          (u) “Option Agreement” means a written document, the form(s) of which shall be
approved from time to time by the Administrator, reflecting the terms of an Option granted under
the Plan and includes any documents attached to or incorporated into such Option Agreement,
including, but not limited to, a notice of stock option grant and a form of exercise notice.




          (v) “Option Exchange Program” means a program under which (i) outstanding Options
granted under the Plan are surrendered or cancelled in exchange for stock options (which may have
higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii)
Participants would have the opportunity to transfer any outstanding Options to a financial
institution or other person or entity selected by the Administrator, and/or (iii) the exercise
price of an outstanding Option is reduced. The Administrator will determine the terms and
conditions of any Option Exchange Program in its sole discretion.




          (w) “Optioned Stock” means the Common Stock subject to an Option or a Stock Purchase
Right.




          (x) “Optionee” means an Employee or Consultant who receives an Option.




          (y) “Parent” means a “parent corporation,” whether now or hereafter existing, as
defined in Section 424(e) of the Code, or any successor provision.




          (z) “Participant” means any holder of one or more Options or Stock Purchase Rights, or
of the Shares issuable or issued upon exercise of such awards, under the Plan.




          (aa) “Plan” means this 1999 Stock Plan.




          (bb) “Reporting Person” means an officer, Director, or greater than 10% stockholder of
the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file
reports pursuant to Rule 16a-3 under the Exchange Act.




 









 





          (cc) “Restricted Stock” means shares of Common Stock acquired pursuant to a grant of a
Stock Purchase Right under Section 10 below.




          (dd) “Restricted Stock Purchase Agreement” means a written document, the form(s) of
which shall be approved from time to time by the Administrator, reflecting the terms of a Stock
Purchase Right granted under the Plan and includes any documents attached to such agreement.




          (ee) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as the same may
be amended from time to time, or any successor provision.




          (ff) “Share” means a share of the Common Stock, as adjusted in accordance with
Section 12 of the Plan.




          (gg) “Stock Exchange” means any stock exchange or consolidated stock price reporting
system on which prices for the Common Stock are quoted at any given time.




          (hh) “Stock Purchase Right” means the right to purchase Common Stock pursuant to
Section 10 below.




          (ii) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing,
as defined in Section 424(f) of the Code, or any successor provision.




          (jj) “Ten Percent Holder” means a person who owns stock representing more than 10% of
the voting power of all classes of stock of the Company or any Parent or Subsidiary.




     3. Stock Subject to the Plan. Subject to the provisions of Section 12 of the Plan,
the maximum aggregate number of Shares that may be sold under the Plan is 16,896,428 Shares of
Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. If an
Option expires or becomes unexercisable for any reason without having been exercised in full, or is
surrendered pursuant to an Option Exchange Program, the unpurchased Shares that were subject
thereto shall, unless the Plan shall have been terminated, become available for future grant under
the Plan. In addition, any Shares of Common Stock that are retained by the Company upon exercise
of an Option or Stock Purchase Right in order to satisfy the exercise or purchase price for such
Option or Stock Purchase Right or any withholding taxes due with respect to such exercise shall be
treated as not issued and shall continue to be available under the Plan. Shares issued under the
Plan and later repurchased by the Company pursuant to any repurchase right that the Company may
have shall not be available for future grant under the Plan.



     4. Administration of the Plan.



          (a) General. The Plan shall be administered by the Board or a Committee, or a
combination thereof, as determined by the Board. The Plan may be administered by different
administrative bodies with respect to different classes of Optionees and, if permitted by the
Applicable Laws, the Board may authorize one or more officers to grant Options or Stock Purchase
Rights under the Plan.




 









 





          (b) Administration with Respect to Reporting Persons. With respect to Options
granted to Reporting Persons and Named Executives, the Plan may (but need not) be administered so
as to permit such Options to qualify for the exemption set forth in Rule 16b-3 and to qualify as
performance-based compensation under Section 162(m) of the Code.




          (c) Committee Composition. If a Committee has been appointed pursuant to this Section
4, such Committee shall continue to serve in its designated capacity until otherwise directed by
the Board. From time to time the Board may increase the size of any Committee and appoint
additional members thereof, remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies (however caused) and remove all members of a Committee and
thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws and, in
the case of a Committee administering the Plan pursuant to Section 4(b) above, to the extent
permitted or required by Rule 16b-3 and Section 162(m) of the Code.




          (d) Powers of the Administrator. Subject to the provisions of the Plan and in the
case of a Committee, the specific duties delegated by the Board to such Committee, and subject to
the approval of any relevant authorities, including the approval, if required, of any Stock
Exchange, the Administrator shall have the authority, in its discretion:




               (i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(o) of
the Plan;



               (ii) to select the Consultants and Employees to whom Options and Stock Purchase Rights or any
combination thereof may from time to time be granted;



               (iii) to determine whether and to what extent Options and Stock Purchase Rights or any
combination thereof are granted;



               (iv) to determine the number of Shares of Common Stock to be covered by each such award
granted hereunder;



               (v) to approve forms of agreement for use under the Plan;



               (vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of
any award granted hereunder, which terms and conditions include but are not limited to the exercise
or purchase price, the time or times when Options or Stock Purchase Rights may be exercised (which
may be based on performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option, Optioned Stock, Stock
Purchase Right or Restricted Stock, based in each case on such factors as the Administrator, in its
sole discretion, shall determine;



               (vii) to determine whether and under what circumstances an Option may be settled in cash under
Section 9(f) instead of Common Stock;



               (viii) to reduce the exercise price of any Option to the then current Fair Market Value if the
Fair Market Value of the Common Stock covered by such Option shall have declined since the date the
Option was granted and to make any other amendments or adjustments



 









 







to any Option that the Administrator determines, in its discretion and under the authority
granted to it under the Plan, to be necessary or advisable, provided however that no amendment or
adjustment to an Option that would materially and adversely affect the rights of any Optionee shall
be made without the prior written consent of the Optionee;



               (ix) to determine the terms and restrictions applicable to Stock Purchase Rights and the
Restricted Stock purchased by exercising such Stock Purchase Rights;



               (x) to initiate an Option Exchange Program;



               (xi) to construe and interpret the terms of the Plan and awards granted under the Plan; and



               (xii) in order to fulfill the purposes of the Plan and without amending the Plan, to modify
grants of Options or Stock Purchase Rights to Participants who are foreign nationals or employed
outside of the United States in order to recognize differences in local law, tax policies or
customs.



          (e) Effect of Administrator’s Decision. All decisions, determinations and
interpretations of the Administrator shall be final and binding on all Participants.




     5. Eligibility.



          (a) Recipients of Grants. Nonstatutory Stock Options and Stock Purchase Rights may be
granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees;
provided however that Employees of Affiliates shall not be eligible to receive Incentive Stock
Options. An Employee or Consultant who has been granted an Option or Stock Purchase Right may, if
he or she is otherwise eligible, be granted additional Options or Stock Purchase Rights.




          (b) Type of Option. Each Option shall be designated in the Option Agreement as either
an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such
designations, to the extent that the aggregate Fair Market Value of Shares with respect to which
Options designated as Incentive Stock Options are exercisable for the first time by any Optionee
during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds
$100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 5(b), Incentive Stock Options shall be taken into account in the order in which they were
granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be
determined as of the date of grant of such Option.




          (c) At-Will Relationship. The Plan shall not confer upon any Participant any right
with respect to continuation of employment or consulting relationship with the Company, nor shall
it interfere in any way with such holder’s right or the Company’s right to terminate his or her
employment or consulting relationship at any time, with or without cause.




 









 





     6. Term of Plan. The Plan shall become effective upon its adoption by the Board. It
shall continue in effect for a term of ten years unless sooner terminated under Section 15 of the
Plan.



     7. Term of Option. The term of each Option shall be the term stated in the Option
Agreement; provided, however, that the term shall be no more than ten years from the date of grant
thereof or such shorter term as may be provided in the Option Agreement. However, in the case of
an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, is a Ten
Percent Holder, the term of such Option shall be five years from the date of grant thereof or such
shorter term as may be provided in the Option Agreement.



     8. Option Exercise Price and Consideration.



          (a) The per Share exercise price for the Shares to be issued pursuant to exercise of an Option
shall be such price as is determined by the Administrator and set forth in the Option Agreement,
but shall be subject to the following:




               (i) In the case of an Incentive Stock Option that is:



                    (A) granted to an Employee who at the time of grant is a Ten Percent Holder, the per Share
exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant.



                    (B) granted to any other Employee, the per Share exercise price shall be no less than 100% of
the Fair Market Value per Share on the date of grant.



               (ii) In the case of a Nonstatutory Stock Option that is:



                    (A) granted prior to the date, if any, on which the Common Stock becomes a Listed Security to
a person who at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no
less than 110% of the Fair Market Value per Share on the date of the grant if required by the
Applicable Laws and, if not so required, shall be such price as is determined by the Administrator.



                    (B) granted prior to the date, if any, on which the Common Stock becomes a Listed Security to
any other eligible person, the per Share exercise price shall be no less than 85% of the Fair
Market Value per Share on the date of grant if required by the Applicable Laws and, if not so
required, shall be such price as is determined by the Administrator.



               (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price
other than as required above pursuant to a merger or other corporate transaction.



          (b) The consideration to be paid for the Shares to be issued upon exercise of an Option,
including the method of payment, shall be determined by the Administrator (and, in the case of an
Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of
(1) cash; (2) check; (3) delivery of Optionee’s promissory note with such recourse, interest,




 









 




security and redemption provisions as the Administrator determines to be appropriate (subject
to the provisions of Section 153 of the Delaware General Corporation Law); (4) cancellation of
indebtedness; (5) other Shares that (x) in the case of Shares acquired upon exercise of an Option,
either have been owned by the Optionee for more than six months on the date of surrender or such
other period as may be required to avoid a charge to the Company’s earnings or were not acquired,
directly or indirectly, from the Company, and (y) have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which such Option shall be exercised;
(6) authorization for the Company to retain from the total number of Shares as to which the Option
is exercised that number of Shares having a Fair Market Value on the date of exercise equal to the
exercise price for the total number of Shares as to which the Option is exercised; (7) delivery of
a properly executed exercise notice together with such other documentation as the Administrator and
the broker, if applicable, shall require to effect exercise of the Option and prompt delivery to
the Company of the sale or loan proceeds required to pay the exercise price and any applicable
withholding taxes; (8) any combination of the foregoing methods of payment; or (9) such other
consideration and method of payment for the issuance of Shares to the extent permitted under the
Applicable Laws. In making its determination as to the type of consideration to accept, the
Administrator shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company, and the Administrator may refuse to accept a particular form of consideration
at the time of any Option exercise if, in its sole discretion, acceptance of such form of
consideration is not in the best interests of the Company at such time.




     9. Exercise of Option.



          (a) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder
shall be exercisable at such times and under such conditions as determined by the Administrator,
consistent with the term of the Plan and reflected in the Option Agreement, including vesting
requirements and/or performance criteria with respect to the Company and/or the Optionee; provided
however, that, if required by the Applicable Laws, any Option granted prior to the date, if any,
upon which the Common Stock becomes a Listed Security shall become exercisable at the rate of at
least 20% per year over five years from the date the Option is granted. In the event that any of
the Shares issued upon exercise of an Option (which exercise occurs prior to the date, if any, upon
which the Common Stock becomes a Listed Security) should be subject to a right of repurchase in the
Company’s favor, such repurchase right shall, if required by the Applicable Laws, lapse at the rate
of at least 20% per year over five years from the date the Option is granted. Notwithstanding the
above, in the case of an Option granted to an officer, Director or Consultant of the Company or any
Parent, Subsidiary or Affiliate of the Company, the Option may become fully exercisable, or a
repurchase right, if any, in favor of the Company shall lapse, at any time or during any period
established by the Administrator. The Administrator shall have the discretion to determine whether
and to what extent the vesting of Options shall be tolled during any leave of absence.




     An Option may not be exercised for a fraction of a Share.



     An Option shall be deemed exercised when written notice of such exercise has been given to the
Company in accordance with the terms of the Option by the person entitled to exercise the Option
and the Company has received full payment for the Shares with respect to which the Option



 









 







is exercised. Full payment may, as authorized by the Administrator, consist of any consideration
and method of payment allowable under Section 8(b) of the Plan. Until the issuance (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or
any other rights as a stockholder shall exist with respect to the Optioned Stock, not withstanding
the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate
promptly upon exercise of the Option. 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, except as provided in
Section 12 of the Plan.



     Exercise of an Option in any manner shall result in a decrease in the number of Shares that
thereafter may be available, both for purposes of the Plan and for sale under the Option, by the
number of Shares as to which the Option is exercised.



          (b) Termination of Employment or Consulting Relationship. In the event of termination
of an Optionee’s Continuous Service Status with the Company, such Optionee may, but only within
three months (or such other period of time, not less than 30 days, as is determined by the
Administrator, with such determination in the case of an Incentive Stock Option being made at the
time of grant of the Option) after the date of such termination (but in no event later than the
expiration date of the term of such Option as set forth in the Option Agreement), exercise his or
her Option to the extent that the Optionee was entitled to exercise it at the date of such
termination. To the extent that the Optionee was not entitled to exercise the Option at the date
of such termination, or if the Optionee does not exercise the Option to the extent so entitled
within the time specified above, the Option shall terminate and the Optioned Stock underlying the
unexercised portion of the Option shall revert to the Plan. Unless otherwise determined by the
Administrator, no termination shall be deemed to occur and this Section 9(b) shall not apply if
(i) the Optionee is a Consultant who becomes an Employee, or (ii) the Optionee is an Employee who
becomes a Consultant.




          (c) Disability of Optionee.




               (i) Notwithstanding Section 9(b) above, in the event of termination of an Optionee’s
Continuous Service Status as a result of his or her total and permanent disability (within the
meaning of Section 22(e)(3) of the Code), such Optionee may, but only within twelve months (or such
other period of time as is determined by the Administrator, with such determination in the case of
an Incentive Stock Option made at the time of grant of the Option) from the date of such
termination (but in no event later than the expiration date of the term of such Option as set forth
in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at
the date of such termination. To the extent that the Optionee was not entitled to exercise the
Option at the date of termination, or if the Optionee does not exercise such Option to the extent
so entitled within the time specified above, the Option shall terminate and the Optioned Stock
underlying the unexercised portion of the Option shall revert to the Plan.



               (ii) In the event of termination of an Optionee’s Continuous Service Status as a result of a
disability which does not fall within the meaning of total and permanent disability (as set forth
in Section 22(e)(3) of the Code), such Optionee may, but only within twelve months (or such other
period of time as is determined by the Administrator, with such determination in the case of an
Incentive Stock Option made at the time of grant of the Option) from the date of



 









 







such termination (but in no event later than the expiration date of the term of such Option as
set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to
exercise it at the date of such termination. However, to the extent that such Optionee fails to
exercise an Option that is an Incentive Stock Option (within the meaning of Section 422 of the
Code) within three months of the date of such termination, the Option will not qualify for
Incentive Stock Option treatment under the Code. To the extent that the Optionee was not entitled
to exercise the Option at the date of termination, or if the Optionee does not exercise such Option
to the extent so entitled within the time period specified above, the Option shall terminate and
the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan.



          (d) Death of Optionee. In the event of the death of an Optionee during the period of
Continuous Service Status since the date of grant of the Option, or within 30 days following
termination of the Optionee’s Continuous Service Status, the Option may be exercised, at any time
within twelve months following the date of death (but in no event later than the expiration date of
the term of such Option as set forth in the Option Agreement), by such 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 death or, if earlier, the date of
termination of the Optionee’s Continuous Service Status. To the extent that the Optionee was not
entitled to exercise the Option at the date of death or termination, as the case may be, or if the
Optionee does not exercise such Option to the extent so entitled within the time specified above,
the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option
shall revert to the Plan.




          (e) Extension of Exercise Period. The Administrator shall have full power and
authority to extend the period of time for which an Option is to remain exercisable following
termination of an Optionee’s Continuous Status as an Employee or Consultant from the periods set
forth in Sections 9(b), 9(c) and 9(d) above or in the Option Agreement to such greater time as the
Board shall deem appropriate, provided, that in no event shall such Option be exercisable later
than the date of expiration of the term of such Option as set forth in the Option Agreement.




          (f) Buy-Out Provisions. The Administrator may at any time offer to buy out for a
payment in cash or Shares an Option previously granted under the Plan based on such terms and
conditions as the Administrator shall establish and communicate to the Optionee at the time such
offer is made.




     10. Stock Purchase Rights.



          (a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition
to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the
Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan,
it shall advise the offeree in writing of the terms, conditions and restrictions related to the
offer, including the number of Shares that such person shall be entitled to purchase, the price to
be paid, and the time within which such person must accept such offer, which shall in no event
exceed 30 days from the date upon which the Administrator made the determination to grant the Stock
Purchase Right. If required by the Applicable Laws, the purchase price of Shares subject to Stock
Purchase Rights shall not be less than 85% of the Fair Market Value of the Shares as of the date of




 









 




the offer, or, in the case of a person owning stock representing more than 10% of the total
combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the price
shall not be less than 100% of the Fair Market Value of the Shares as of the date of the offer. If
the Applicable Laws do not impose restrictions on the purchase price, the purchase price of Shares
subject to Stock Purchase Rights shall be as determined by the Administrator. The offer to
purchase Shares subject to Stock Purchase Rights shall be accepted by execution of a Restricted
Stock Purchase Agreement in the form determined by the Administrator.




          (b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted
Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary
or involuntary termination of the purchaser’s employment with the Company for any reason (including
death or disability). The purchase price for Shares repurchased pursuant to the Restricted Stock
Purchase Agreement shall be either the original purchase price paid by the purchaser or the fair
market value of such Shares on the date of the repurchase and may be paid by cancellation of any
indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as
the Administrator may determine; provided, however, that with respect to a purchaser who is not an
officer, Director or Consultant of the Company or of any Parent or Subsidiary of the Company, it
shall lapse at a minimum rate of 20% per year if required by the Applicable Laws.




          (c) Other Provisions. The Restricted Stock Purchase Agreement shall contain such
other terms, provisions and conditions not inconsistent with the Plan as may be determined by the
Administrator in its sole discretion. In addition, the provisions of Restricted Stock Purchase
Agreements need not be the same with respect to each purchaser.




          (d) Rights as a Stockholder. Once the Stock Purchase Right is exercised, the
purchaser shall have the rights equivalent to those of a stockholder, and shall be a stockholder
when his or her purchase is entered upon the records of the duly authorized transfer agent of the
Company. No adjustment will be made for a dividend or other right for which the record date is
prior to the date the Stock Purchase Right is exercised, except as provided in Section 12 of the
Plan.




     11. Taxes.



          (a) As a condition of the exercise of an Option or Stock Purchase Right granted under the
Plan, the Participant (or in the case of the Participant’s death, the person exercising the Option
or Stock Purchase Right) shall make such arrangements as the Administrator may require for the
satisfaction of any applicable federal, state, local or foreign withholding tax obligations that
may arise in connection with the exercise of Option or Stock Purchase Right and the issuance of
Shares. The Company shall not be required to issue any Shares under the Plan until such
obligations are satisfied.




          (b) In the case of an Employee and in the absence of any other arrangement, the Employee shall
be deemed to have directed the Company to withhold or collect from his or her compensation an
amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable
after the date of an exercise of the Option or Stock Purchase Right.




 









 





          (c) This Section 11(c) shall apply only after the date, if any, upon which the Common Stock
becomes a Listed Security. In the case of a Participant other than an Employee (or in the case of
an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with
respect to any remaining tax obligations), in the absence of any other arrangement and to the
extent permitted under the Applicable Laws, the Participant shall be deemed to have elected to have
the Company withhold from the Shares to be issued upon exercise of the Option or Stock Purchase
Right that number of Shares having a Fair Market Value determined as of the applicable Tax Date (as
defined below) equal to the minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes, applicable to the exercise. For purposes of this Section 11, the Fair
Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to
be withheld is to be determined under the Applicable Laws (the “Tax Date”).




          (d) If permitted by the Administrator, in its discretion, a Participant may satisfy his or her
tax withholding obligations upon exercise of an Option or Stock Purchase Right by surrendering to
the Company Shares that (i) in the case of Shares previously acquired from the Company, have been
owned by the Participant for more than six (6) months on the date of surrender, and (ii) have a
Fair Market Value determined as of the applicable Tax Date equal to the minimum statutory
withholding rates for federal and state tax purposes, including payroll taxes, applicable to the
exercise.




          (e) Any election or deemed election by a Participant to have Shares withheld to satisfy tax
withholding obligations under Section 11(c) or (d) above shall be irrevocable as to the particular
Shares as to which the election is made and shall be subject to the consent or disapproval of the
Administrator. Any election by a Participant under Section 11(d) above must be made on or prior to
the applicable Tax Date.




          (f) In the event an election to have Shares withheld is made by a Participant and the Tax Date
is deferred under Section 83 of the Code because no election is filed under Section 83(b) of the
Code, the Participant shall receive the full number of Shares with respect to which the Option or
Stock Purchase Right is exercised but such Participant shall be unconditionally obligated to tender
back to the Company the proper number of Shares on the applicable Tax Date.




     12. Non-Transferability of Options and Stock Purchase Rights. Options and Stock
Purchase Rights 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; provided however that, after
the date, if any, upon which the Common Stock becomes a Listed Security, the Administrator may in
its discretion grant transferable Nonstatutory Stock Options pursuant to Option Agreements
specifying (i) the manner in which such Nonstatutory Stock Options are transferable and (ii) that
any such transfer shall be subject to the Applicable Laws. The designation of a beneficiary by an
Optionee will not constitute a transfer. An Option or Stock Purchase Right may be exercised,
during the lifetime of the holder of the Option or Stock Purchase Right, only by such holder or a
transferee permitted by this Section 12.



 









 





     13. Adjustments Upon Changes in Capitalization, Corporate Transactions and Certain Other
Transactions.



          (a) Changes in Capitalization. Subject to any required action by the stockholders of
the Company, the number of shares of Common Stock covered by each outstanding Option or Stock
Purchase Right, and the number of shares of Common Stock that have been authorized for issuance
under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or that
have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase
Right, as well as the price per Share of Common Stock covered by each such outstanding Option or
Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number
of issued Shares of Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination, recapitalization or reclassification of the Common Stock (including any change in the
number of Shares of Common Stock effected in connection with a change of domicile of the Company),
or any other increase or decrease in the number of issued shares of Common 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 Administrator, whose determination in that
respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance
by the Company of shares of stock of any class, or securities convertible into 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 an Option or Stock Purchase Right.




          (b) Dissolution or Liquidation. In the event of the dissolution or liquidation of the
Company, each outstanding Option or Stock Purchase Right shall terminate immediately prior to the
consummation of such action, unless otherwise provided by the Administrator.




          (c) Corporate Transactions; Change of Control. In the event of a Corporate
Transaction, each outstanding Option and Stock Purchase Right shall be assumed or an equivalent
option or right shall be substituted by the successor corporation or a Parent or Subsidiary of such
successor corporation, unless such successor corporation does not agree to assume the outstanding
Options or Stock Purchase Rights or to substitute equivalent options or rights, in which case such
Options or Stock Purchase Rights shall terminate upon the consummation of the transaction. For
purposes of this Section 13(c), an Option or a Stock Purchase Right shall be considered assumed,
without limitation, if, at the time of issuance of the stock or other consideration upon a
Corporate Transaction or a Change of Control, as the case may be, each holder of an Option or Stock
Purchase Right would be entitled to receive upon exercise of the Option or Stock Purchase Right the
same number and kind of shares of stock or the same amount of property, cash or securities as such
holder would have been entitled to receive upon the occurrence of the transaction if the holder had
been, immediately prior to such transaction, the holder of the number of Shares of Common Stock
covered by the Option or the Stock Purchase Right at such time (after giving effect to any
adjustments in the number of Shares covered by the Option or Stock Purchase Right as provided for
in this Section 13); provided however that if such consideration received in the transaction is not
solely common stock of the successor corporation or its Parent, the Administrator may, with the
consent of the successor corporation, provide for the consideration to be received upon exercise of
the Option or Stock Purchase Right to be solely common stock of the successor corporation or its




 









 




Parent equal to the Fair Market Value of the per Share consideration received by holders of
Common Stock in the transaction.




          (d) Certain Distributions. In the event of any distribution to the Company’s
stockholders of securities of any other entity or other assets (other than dividends payable in
cash or stock of the Company) without receipt of consideration by the Company, the Administrator
may, in its discretion, appropriately adjust the price per Share of Common Stock covered by each
outstanding Option or Stock Purchase Right to reflect the effect of such distribution.




     14. Time of Granting Options and Stock Purchase Rights. The date of grant of an
Option or Stock Purchase Right shall, for all purposes, be the date on which the Administrator
makes the determination granting such Option or Stock Purchase Right, or such other date as is
determined by the Administrator; provided, however, that in the case of any Incentive Stock Option,
the grant date shall be the later of the date on which the Administrator makes the determination
granting such Incentive Stock Option or the date of commencement of the Optionee’s employment
relationship with the Company. Notice of the determination shall be given to each Employee or
Consultant to whom an Option or Stock Purchase Right is so granted within a reasonable time after
the date of such grant.



     15. Amendment and Termination of the Plan.



          (a) Authority to Amend or Terminate. The Board may at any time amend, alter, suspend,
discontinue or terminate the Plan, but no amendment, alteration, suspension, discontinuation or
termination (other than an adjustment made pursuant to Section 13 above) shall be made that would
materially and adversely affect the rights of any Optionee or holder of Stock Purchase Rights under
any outstanding grant, without his or her consent. In addition, to the extent necessary and
desirable to comply with the Applicable Laws, the Company shall obtain stockholder approval of any
Plan amendment in such a manner and to such a degree as required.




          (b) Effect of Amendment or Termination. No amendment or termination of the Plan shall
materially and adversely affect Options already granted, unless mutually agreed otherwise between
the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee
and the Company.




     16. Conditions Upon Issuance of Shares. Notwithstanding any other provision of the
Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be
obligated, and shall have no liability for, failure to issue or deliver any Shares under the Plan
unless such issuance or delivery would comply with the Applicable Laws, with such compliance
determined by the Company in consultation with its legal counsel.



     As a condition to the exercise of an Option or Stock Purchase Right, the Company may require
the person exercising such Option or Stock Purchase Right to represent and warrant at the time of
any such 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 law.



 









 





     17. Reservation of Shares. The Company, during the term of this Plan, will at all
times reserve and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.



     18. Agreements. Options and Stock Purchase Rights shall be evidenced by Option
Agreements and Restricted Stock Purchase Agreements, respectively, in such form(s) as the
Administrator shall from time to time approve.



     19. Stockholder Approval. If required by the Applicable Laws, continuance of the Plan
shall be subject to approval by the stockholders of the Company within twelve months before or
after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and
manner required under the Applicable Laws.



     20. Information and Documents to Optionees and Purchasers. Prior to the date, if any,
upon which the Common Stock becomes a Listed Security and if required by the Applicable Laws, the
Company shall provide financial statements at least annually to each Optionee and to each
individual who acquired Shares pursuant to the Plan, during the period such Optionee or purchaser
has one or more Options or Stock Purchase Rights outstanding, and in the case of an individual who
acquired Shares pursuant to the Plan, during the period such individual owns such Shares. The
Company shall not be required to provide such information if the issuance of Options or Stock
Purchase Rights under the Plan is limited to key employees whose duties in connection with the
Company assure their access to equivalent information. In addition, at the time of issuance of any
securities under the Plan, the Company shall provide to the Optionee or the purchaser a copy of the
Plan and any agreement(s) pursuant to which securities granted under the Plan are issued.



 









 





CONCENTRIC MEDICAL, INC.




1999 STOCK PLAN




NOTICE OF STOCK OPTION GRANT




[OPTIONEE]




     You have been granted an option to purchase Common Stock (“Common Stock”) of
Concentric Medical, Inc. (the “Company”) as follows:



	 	 	 	 	 
	 

	 	Option Number
	 	[FILL IN]
	 
	 	 	 	 
	 

	 	Board Approval Date:
	 	[DATE]
	 
	 	 	 	 
	 

	 	Date of Grant (Later of Board	 	 
	 

	 	     Approval Date or	 	 
	 

	 	     Commencement of	 	 
	 

	 	     Employment/Consulting):
	 	[DATE]
	 
	 	 	 	 
	 

	 	Vesting Commencement Date:
	 	[VEST DATE]
	 
	 	 	 	 
	 

	 	Exercise Price Per Share:
	 	[INSERT PRICE]
	 
	 	 	 	 
	 

	 	Total Number of Shares Granted:
	 	[SHARES]
	 
	 	 	 	 
	 

	 	Total Exercise Price:
	 	[CALC EP]
	 
	 	 	 	 
	 

	 	Type of Option:
	 	Incentive Stock Option (“ISO”)
	 
	 	 	 	 
	 

	 	Term/Expiration Date:
	 	[DATE + 10 YRS]
	 
	 	 	 	 
	 

	 	Vesting Schedule:
	 	This Option may be exercised, in whole or in part, at any time after the
Date of Grant. So long as your employment or consulting relationship with the Company
continues, the Shares underlying this Option shall vest in accordance with the
following schedule: one fourth (1/4th) of the total number of Shares subject to the
Option shall vest on the one year anniversary of the Vesting Commencement Date and one
forty-eighth (1/48th) of the total number of Shares subject to the Option shall vest
each month thereafter.






 









 






	 	 	 	 	 
	 

	 	Termination Period:
	 	This Option may be exercised for 60 days after termination of employment
or consulting relationship except as set out in Sections 6 and 7 of the Stock Option
Agreement (but in no event later than the Expiration Date).






     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 1999 Stock
Plan and the Stock Option Agreement, both of which are attached and made a part of this document.



	 	 	 	 	 	 	 	 	 
	OPTIONEE:	 	 	 	CONCENTRIC MEDICAL, INC.:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

[OPTIONEE]

	 	 	 	 	 	 

Gary Curtis
	 	 
	 

	 	 	 	 	 	President and Chief Executive Officer	 	 
	Account ID: [FILL IN]
	 	 	 	 	 	 	 	 






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CONCENTRIC MEDICAL, INC.




1999 STOCK PLAN




STOCK OPTION AGREEMENT




     1. Grant of Option. Concentric Medical, Inc., a Delaware corporation (the
“Company”), hereby grants to [OPTIONEE] (“Optionee”) an option (the
“Option”) to purchase a total number of shares of Common Stock (the “Shares”) set
forth in the Notice of Stock Option Grant, at the exercise price per share set forth in the Notice
of Stock Option Grant (the “Exercise Price”) subject to the terms, definitions and
provisions of the Concentric Medical, Inc. 1999 Stock Plan (the “Plan”) adopted by the
Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Option.



     If designated an Incentive Stock Option, this Option is intended to qualify as an Incentive
Stock Option as defined in Section 422 of the Code.



     2. Exercise of Option. This Option shall be exercisable during its Term in accordance
with the Vesting Schedule set out in the Notice of Stock Option Grant and with the provisions of
Section 9 of the Plan as follows:



          (a) Right to Exercise.




               (i) This Option may be exercised in whole or in part at any time after the Date of Grant, as
to Shares which have not yet vested under the vesting schedule indicated on the Notice of Stock
Option Grant; provided, however, that Optionee shall execute as a condition to such
exercise of this Option, the Early Exercise Notice and Restricted Stock Purchase Agreement attached
hereto as Exhibit A (the “Early Exercise Agreement”). If Optionee chooses to
exercise this Option solely as to Shares which have vested under the vesting schedule indicated on
the Notice of Stock Option Grant, Optionee shall complete and execute the form of Exercise Notice
and Restricted Stock Purchase Agreement attached hereto as Exhibit B (the “Exercise
Agreement”). Notwithstanding the foregoing, the Company may in its discretion prescribe or
accept a different form of notice of exercise and/or stock purchase agreement if such forms are
otherwise consistent with this Agreement, the Plan and then-applicable law.



               (ii) This Option may not be exercised for a fraction of a share.



               (iii) In the event of Optionee’s death, disability or other termination of employment or
consulting relationship, the exercisability of the Option is governed by Sections 5, 6 and 7 below,
subject to the limitation contained in Section 2(a)(iv) below.



               (iv) In no event may this Option be exercised after the Expiration Date of this Option as set
forth in the Notice of Stock Option Grant.



-3-









 





          (b) Method of Exercise. This Option shall be exercisable by execution and delivery of
the Early Exercise Agreement or the Exercise Agreement, whichever is applicable, or of any other
written notice approved for such purpose by the Company which shall state the 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 of
Common Stock 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 in person or by certified mail to
the Secretary of the Company. 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.




     No Shares will be issued pursuant to the exercise of an Option unless such issuance and such
exercise shall comply with all relevant provisions of applicable law, including the requirements of
any stock exchange upon which the Shares may then be listed. 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.



     3. Method of Payment. Payment of the Exercise Price shall be by cash, check or any
other method permitted under the Plan; provided however that the Administrator may refuse to allow
Optionee to tender a particular form of payment (other than cash or check) if, in the
Administrator’s sole discretion, acceptance of such form of consideration would not be in the best
interests of the Company at such time.



     4. Restrictions on Exercise. This Option may not be exercised until such time as the
Plan has been approved by the shareholders 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 207 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 any applicable law or
regulation.



     5. Termination of Relationship. In the event of termination of Optionee’s Continuous
Status as an Employee or Consultant, Optionee may, to the extent otherwise so entitled at the date
of such termination (the “Termination Date”), exercise this Option during the Termination
Period set forth in the Notice of Stock Option Grant. To the extent that Optionee was not entitled
to exercise this Option at such Termination Date, or if Optionee does not exercise this Option
within the Termination Period, the Option shall terminate.



     6. Disability of Optionee.



          (a) Notwithstanding the provisions of Section 5 above, in the event of termination of
Optionee’s Continuous Status as an Employee or Consultant as a result of his or her total and
permanent disability (as defined in Section 22(e)(3) of the Code), Optionee may, but only within
twelve months from the Termination Date (but in no event later than the Expiration Date set forth
in the Notice of Stock Option Grant and in Section 9 below), exercise




-4-









 




this Option to the extent he or she was entitled to exercise it at such Termination Date. To
the extent that Optionee was not entitled to exercise the Option on the Termination Date, or if
Optionee does not exercise such Option to the extent so entitled within the time specified in this
Section 6(a), the Option shall terminate.




          (b) Notwithstanding the provisions of Section 5 above, in the event of termination of
Optionee’s consulting relationship or Continuous Status as an Employee as a result of a disability
not constituting a total and permanent disability (as set forth in Section 22(e)(3) of the Code),
Optionee may, but only within six months from the Termination Date (but in no event later than the
Expiration Date set forth in the Notice of Stock Option Grant and in Section 9 below), exercise the
Option to the extent Optionee was entitled to exercise it as of such Termination Date; provided,
however, that if this is an Incentive Stock Option and Optionee fails to exercise this Incentive
Stock Option within three months from the Termination Date, this Option will cease to qualify as an
Incentive Stock Option (as defined in Section 422 of the Code) and Optionee will be treated for
federal income tax purposes as having received ordinary income at the time of such exercise in an
amount generally measured by the difference between the Exercise Price for the Shares and the Fair
Market Value of the Shares on the date of exercise. To the extent that Optionee was not entitled
to exercise the Option at the Termination Date, or if Optionee does not exercise such Option to the
extent so entitled within the time specified in this Section 6(b), the Option shall terminate.




     7. 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 Status
as an Employee or Consultant since the date of grant of the Option, or (b) within 30 days after
Optionee’s Termination Date, the Option may be exercised at any time within six months following
the date of death (but in no event later than the Expiration Date set forth in the Notice of Stock
Option Grant and in Section 9 below), 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 of the right to exercise that
had accrued at the Termination Date.



     8. Non-Transferability of Option. 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.



     9. Term of Option. This Option may be exercised only within the Term set forth in the
Notice of Stock Option Grant, subject to the limitations set forth in Section 7 of the Plan.



     10. Tax Consequences. Set forth below is a brief summary as of the date of this
Option of certain of the federal and California 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
NECESSARILY 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) Exercise of Incentive Stock Option. If this Option qualifies as an Incentive
Stock Option, there will be no regular federal or California income tax liability upon




-5-









 




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 in the year of exercise.




          (b) Exercise of Nonstatutory Stock Option. If this Option does not qualify as an
Incentive Stock Option, there may be a regular federal income tax liability and a California 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.




          (c) Disposition of Shares. In the case of a Nonstatutory Stock Option, if Shares are
held for more than one year, any gain realized on disposition of the Shares will be treated as
long-term capital gain for federal and California income tax purposes. In the case of an Incentive
Stock Option, if Shares transferred pursuant to the Option are held for more than one year after
exercise and are disposed of at least two years after the Date of Grant, any gain realized on
disposition of the Shares will also be treated as long-term capital gain for federal and California
income tax purposes. In either case, the long-term capital gain will be taxed for federal income
tax and alternative minimum tax purposes at a maximum rate of 20% if the Shares are held more than
one year after exercise. If Shares purchased under an Incentive Stock Option are disposed of
within one year after exercise or within two years after the Date of Grant, 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.




          (d) Notice of Disqualifying Disposition of Incentive Stock Option Shares. If the
Option granted to Optionee herein is an Incentive Stock Option, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the Incentive Stock Option on or before the
later of (i) the date two years after the Date of Grant, 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.




     11. Withholding Tax Obligations.



          (a) General Withholding Obligations. As a condition to the exercise of Option granted
hereunder, Optionee shall make such arrangements as the Administrator may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in
connection with the exercise, receipt or vesting of the Option. The Company shall not be required
to issue any Shares under the Plan until such obligations are satisfied. Optionee understands
that, upon exercising a Nonstatutory Stock Option, he or she will recognize income for tax purposes
in an amount equal to the excess of the then Fair Market Value of the Shares




-6-









 




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. Additionally, Optionee may at some
point be required to satisfy tax withholding obligations with respect to the disqualifying
disposition of an Incentive Stock Option. Optionee shall satisfy his or her tax withholding
obligation arising upon the exercise of this Option by one or some combination of the following
methods: (i) by cash or check payment, (ii) out of Optionee’s current compensation, (iii) if
permitted by the Administrator, in its discretion, by surrendering to the Company Shares which
(A) in the case of Shares previously acquired from the Company, have been owned by Optionee for
more than six months on the date of surrender, and (B) have a Fair Market Value determined as of
the applicable Tax Date (as defined in Section 11(c) below) on the date of surrender equal to the
amount required to be withheld, or (iv) by electing to have the Company withhold from the Shares to
be issued upon exercise of the Option, or the Shares to be issued in connection with the Stock
Purchase Right, if any, that number of Shares having a Fair Market Value determined as of the
applicable Tax Date equal to the amount required to be withheld.




          (b) Stock Withholding to Satisfy Withholding Tax Obligations. In the event the
Administrator allows Optionee to satisfy his or her tax withholding obligations as provided in
Section 11(a)(iii) or (iv) above, such satisfaction must comply with the requirements of this
Section (11)(b) and all applicable laws. All elections by Optionee to have Shares withheld to
satisfy tax withholding obligations shall be made in writing in a form acceptable to the
Administrator and shall be subject to the following restrictions:




               (i) the election must be made on or prior to the applicable Tax Date (as defined in Section
11(c) below);



               (ii) once made, the election shall be irrevocable as to the particular Shares of the Option as
to which the election is made; and



               (iii) all elections shall be subject to the consent or disapproval of the Administrator.



     In the event the election to have Shares withheld is made by Optionee and the Tax Date is
deferred under Section 83 of the Code because no election is filed under Section 83(b) of the Code,
Optionee shall receive the full number of Shares with respect to which the Option is exercised but
Optionee shall be unconditionally obligated to tender back to the Company the proper number of
Shares on the Tax Date.



          (c) Definitions. For purposes of this Section 11, the Fair Market Value of the Shares
to be withheld shall be determined on the date that the amount of tax to be withheld is to be
determined under the applicable laws (the “Tax Date”).




     12. Market Standoff Agreement. In connection with the initial public offering of the
Company’s securities and upon request of the Company or the underwriters managing such underwritten
offering of the Company’s securities, Optionee agrees not to sell, make any short sale of, loan,
grant any option for the purchase of, or otherwise dispose of any securities of the



-7-









 







Company (other than those included in the registration) without the prior written consent of
the Company or such underwriters, as the case may be, for such period of time (not to exceed 180
days) from the effective date of such registration as may be requested by the Company or such
managing underwriters and to execute an agreement reflecting the foregoing as may be requested by
the underwriters at the time of the Company’s initial public offering.



[Signature Page Follows]




-8-









 





     This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one document.



	 	 	 	 	 	 	 
	 	 	CONCENTRIC MEDICAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Gary Curtis, President and Chief Executive Officer
	 	 






     OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS
EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT
OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER
ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S STOCK PLAN WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION
OF EMPLOYMENT OR CONSULTANCY BY 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.



     Optionee acknowledges receipt of a copy of the Plan and represents that he or she 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 prior to executing this Option and fully understands
all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions arising under the Plan or
this Option.



	 	 	 	 	 	 	 	 	 
	Dated:

	 	 
	 	 	 	 

[OPTIONEE]
	 	 






-9-









 





EXHIBIT A




CONCENTRIC MEDICAL, INC.




1999 STOCK PLAN




EARLY EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT




     This Agreement (“Agreement”) is made as of                     , by and between Concentric
Medical, Inc., a Delaware corporation (the “Company”), and [OPTIONEE]
(“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined,
they shall have the meaning ascribed to them in the 1999 Stock Plan.



     1. Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby
elects to exercise his or her option to purchase                      shares of the Common Stock (the
“Shares”) of the Company under and pursuant to the Company’s 1999 Stock Plan (the
“Plan”) and the Stock Option Agreement granted [DATE] (the “Option Agreement”). Of
these Shares, Purchaser has elected to purchase                      of those Shares which have become
vested as of the date hereof under the Vesting Schedule set forth in the Notice of Stock Option
Grant (the “Vested Shares”) and                      Shares which have not yet vested under such
Vesting Schedule (the “Unvested Shares”). The purchase price for the Shares shall be
[INSERT PRICE] per Share for a total purchase price of $                    . The term “Shares”
refers to the purchased Shares and all securities received in replacement of the Shares or as stock
dividends or splits, all securities received in replacement of the Shares in a recapitalization,
merger, reorganization, exchange or the like, and all new, substituted or additional securities or
other properties to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares.



     2. Time and Place of Exercise. The purchase and sale of the Shares under this
Agreement shall occur at the principal office of the Company simultaneously with the execution and
delivery of this Agreement in accordance with the provisions of Section 2(b) of the Option
Agreement. On such date, the Company will deliver to Purchaser a certificate representing the
Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of
the purchase price therefor by Purchaser by (a) check made payable to the Company, (b) cancellation
of indebtedness of the Company to Purchaser, (c) delivery of shares of the Common Stock of the
Company in accordance with Section 3 of the Option Agreement, or (d)  a combination of the
foregoing.



     3. Limitations on Transfer. In addition to any other limitation on transfer created
by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in
the Shares while the Shares are subject to the Company’s Repurchase Option (as defined below).
After any Shares have been released from such Repurchase Option, Purchaser shall not assign,
encumber or dispose of any interest in such Shares except in compliance with the provisions below
and applicable securities laws.



 









 





          (a) Repurchase Option.




               (i) In the event of the voluntary or involuntary termination of Purchaser’s employment or
consulting relationship with the Company for any reason (including death or disability), with or
without cause, the Company shall upon the date of such termination (the “Termination Date”)
have an irrevocable, exclusive option (the “Repurchase Option”) for a period of 90 days
from such date to repurchase all or any portion of the Shares held by Purchaser as of the
Termination Date which have not yet been released from the Company’s Repurchase Option at the
original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock
dividends and the like).



               (ii) Unless the Company notifies Purchaser within 90 days from the date of termination of
Purchaser’s employment or consulting relationship that it does not intend to exercise its
Repurchase Option with respect to some or all of the Shares, the Repurchase Option shall be deemed
automatically exercised by the Company as of the 90th day following such termination, provided that
the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to
such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding
sentence that the Company does not intend to exercise its Repurchase Option as to some or all of
the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser
constitutes written notice to Purchaser of the Company’s intention to exercise its Repurchase
Option with respect to all Shares to which such Repurchase Option applies. The Company, at its
choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase
Option by either (A) delivering a check to Purchaser in the amount of the purchase price for the
Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an
amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by
a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals
such purchase price. In the event of any deemed automatic exercise of the Repurchase Option
pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such indebtedness
equal to the purchase price of the Shares being repurchased shall be deemed automatically canceled
as of the 90th day following termination of Purchaser’s employment or consulting relationship
unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of
Shares pursuant to this Section 3(a), the Company shall become the legal and beneficial owner of
the Shares being repurchased and shall have all rights and interest therein or related thereto, and
the Company shall have the right to transfer to its own name the number of Shares being repurchased
by the Company, without further action by Purchaser.



               (iii) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase
Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the
Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from
the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.



          (b) Right of First Refusal. Before any Shares held by Purchaser or any transferee of
Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or
otherwise transferred (including transfer by gift or operation of law), the Company or its




-2-









 




assignee(s) shall have a right of first refusal to purchase the Shares on the terms and
conditions set forth in this Section 3(b) (the “Right of First Refusal”).




               (i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the
Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to
sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other
transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each
Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The
Holder shall offer the Shares at the same price (the “Offered Price”) and upon the same
terms (or terms as similar as reasonably possible) to the Company or its assignee(s).



               (ii) Exercise of Right of First Refusal. At any time 30 days after receipt of the
Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to
purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of
the Proposed Transferees, at the purchase price determined in accordance with subsection (iii)
below.



               (iii) Purchase Price. The purchase price (“Purchase Price”) for the Shares
purchased by the Company or its assignee(s) under this Section 3(b) shall be the Offered Price. If
the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash
consideration shall be determined by the Board of Directors of the Company in good faith.



               (iv) Payment. Payment of the Purchase Price shall be made, at the option of the
Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any
outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an
assignee, to the assignee), or by any combination thereof within 30 days after receipt of the
Notice or in the manner and at the times set forth in the Notice.



               (v) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be
transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s)
as provided in this Section 3(b), then the Holder may sell or otherwise transfer such Shares to
that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or
other transfer is consummated within 60 days after the date of the Notice and provided further that
any such sale or other transfer is effected in accordance with any applicable securities laws and
the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to
apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the
Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes
to change the price or other terms to make them more favorable to the Proposed Transferee, a new
Notice shall be given to the Company, and the Company and/or its assignees shall again be offered
the Right of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred.



               (vi) Exception for Certain Family Transfers. Anything to the contrary contained in
this Section 3(b) notwithstanding, the transfer of any or all of the Shares during Purchaser’s
lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family (as defined
below) or a trust for the benefit of Purchaser’s Immediate Family



-3-









 







shall be exempt from the provisions of this Section 3(b). “Immediate Family” as used
herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In
such case, the transferee or other recipient shall receive and hold the Shares so transferred
subject to the provisions of this Section, and there shall be no further transfer of such Shares
except in accordance with the terms of this Section 3.



          (c) Involuntary Transfer.




               (i) Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time
after the date of this Agreement, of any transfer by operation of law or other involuntary transfer
(including divorce or death, but excluding, in the event of death, a transfer to Immediate Family
as set forth in Section 3(b)(vi) above) of all or a portion of the Shares by the record holder
thereof, the Company shall have the right to purchase all of the Shares transferred at the greater
of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the
Shares on the date of transfer. Upon such a transfer, the person acquiring the Shares shall
promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares
shall be provided to the Company for a period of 30 days following receipt by the Company of
written notice by the person acquiring the Shares.



               (ii) Price for Involuntary Transfer. With respect to any stock to be transferred
pursuant to Section 3(c)(i), the price per Share shall be a price set by the Board of Directors of
the Company that will reflect the current value of the stock in terms of present earnings and
future prospects of the Company. The Company shall notify Purchaser or his or her executor of the
price so determined within 30 days after receipt by it of written notice of the transfer or
proposed transfer of Shares. However, if the Purchaser does not agree with the valuation as
determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the
valuation determined by an independent appraiser to be mutually agreed upon by the Company and the
Purchaser and whose fees shall be borne equally by the Company and the Purchaser.



          (d) Assignment. The right of the Company to purchase any part of the Shares may be
assigned in whole or in part to any shareholder or shareholders of the Company or other persons or
organizations.




          (e) Restrictions Binding on Transferees. All transferees of Shares or any interest
therein will receive and hold such Shares or interest subject to the provisions of this Agreement,
including, insofar as applicable, the Repurchase Option. Any sale or transfer of the Shares shall
be void unless the provisions of this Agreement are satisfied.




          (f) Termination of Rights. The Right of First Refusal and the Company’s right to
repurchase the Shares in the event of an involuntary transfer pursuant to Section 3(c) above shall
terminate upon the first sale of Common Stock of the Company to the general public pursuant to a
registration statement filed with and declared effective by the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the “Securities Act”).




          (g) Market Standoff Agreement. In connection with the initial public offering of the
Company’s securities and upon request of the Company or the underwriters




-4-









 




managing such underwritten offering of the Company’s securities, Purchaser agrees not to sell,
make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any
securities of the Company (other than those included in the registration) without the prior written
consent of the Company or such underwriters, as the case may be, for such period of time (not to
exceed 180 days) from the effective date of such registration as may be requested by the Company or
such managing underwriters and to execute an agreement reflecting the foregoing as may be requested
by the underwriters at the time of the Company’s initial public offering.




     4. Escrow of Unvested Shares. For purposes of facilitating the enforcement of the
provisions of Section 3 above, Purchaser agrees, immediately upon receipt of the certificate(s) for
the Shares subject to the Repurchase Option, to deliver such certificate(s), together with an
Assignment Separate from Certificate in the form attached to this Agreement as Attachment A
executed by Purchaser and by Purchaser’s spouse (if required for transfer), in blank, to the
Secretary of the Company, or the Secretary’s designee, to hold such certificate(s) and Assignment
Separate from Certificate in escrow and to take all such actions and to effectuate all such
transfers and/or releases as are in accordance with the terms of this Agreement. Purchaser hereby
acknowledges that the Secretary of the Company, or the Secretary’s designee, is so appointed as the
escrow holder with the foregoing authorities as a material inducement to make this Agreement and
that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees
that said escrow holder shall not be liable to any party hereof (or to any other party). The
escrow holder may rely upon any letter, notice or other document executed by any signature
purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the
Company, or the Secretary’s designee, resigns as escrow holder for any or no reason, the Board of
Directors of the Company shall have the power to appoint a successor to serve as escrow holder
pursuant to the terms of this Agreement.



     5. Investment and Taxation Representations. In connection with the purchase of the
Shares, Purchaser represents to the Company the following:



          (a) Purchaser 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 Shares. Purchaser is purchasing the Shares for investment for his or her 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. Purchaser does not have any present intention to
transfer the Shares to any other person or entity.




          (b) Purchaser understands that the Shares have not been registered under the Securities Act by
reason of a specific exemption therefrom, which exemption depends upon, among other things, the
bona fide nature of Purchaser’s investment intent as expressed herein.




          (c) Purchaser understands that the Shares are “restricted securities” under applicable U.S.
federal and state securities laws and that, pursuant to these laws, Purchaser must hold the Shares
indefinitely unless they are registered with the Securities and Exchange Commission and qualified
by state authorities, or an exemption from such registration and qualification requirements is
available. Purchaser acknowledges that the Company has no obligation to register or qualify the
Shares for resale. Purchaser further acknowledges that if an exemption from registration or
qualification is available, it may be conditioned on various




-5-









 




requirements including, but not limited to, the time and manner of sale, the holding period
for the Shares, and requirements relating to the Company which are outside of the Purchaser’s
control, and which the Company is under no obligation and may not be able to satisfy.




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




     6. Restrictive Legends and Stop-Transfer Orders.



          (a) Legends. The certificate or certificates representing the Shares shall bear the
following legends (as well as any legends required by applicable state and federal corporate and
securities laws):





	 	(i)	 	THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.
	 
	 	(ii)	 	THE SHARES REPRESENTED BY THIS
CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE
TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER,
A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.





          (b) Stop-Transfer Notices. Purchaser 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-









 





          (d) Removal of Legend. When all of the following events have occurred, the Shares
then held by Purchaser will no longer be subject to the legend referred to in Section 6(a)(ii):
(i) the termination of the Right of First Refusal; (ii) the expiration or termination of the market
standoff provisions of Section 3(g) (and of any agreement entered pursuant to Section 3(g)); and
(iii) the expiration or exercise in full of the Repurchase Option. After such time, and upon
Purchaser’s request, a new certificate or certificates representing the Shares not repurchased
shall be issued without the legend referred to in Section 6(a)(ii), and delivered to Purchaser.




     7. No Employment Rights. Nothing in this Agreement shall affect in any manner
whatsoever the right or power of the Company, or a Parent or Subsidiary of the Company, to
terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause.



     8. Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal
Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income for a Nonstatutory
Stock Option and as alternative minimum taxable income for an Incentive Stock Option the difference
between the amount paid for the Shares and the Fair Market Value of the Shares as of the date any
restrictions on the Shares lapse. In this context, “restriction” means the right of the
Company to buy back the Shares pursuant to the Repurchase Option set forth in Section 3(a) of this
Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Shares are
purchased, rather than when and as the Repurchase Option expires, by filing an election under
Section 83(b) (an “83(b) Election”) of the Code with the Internal Revenue Service within 30
days from the date of purchase. Even if the Fair Market Value of the Shares at the time of the
execution of this Agreement equals the amount paid for the Shares, the election must be made to
avoid income and alternative minimum tax treatment under Section 83(a) in the future. Purchaser
understands that failure to file such an election in a timely manner may result in adverse tax
consequences for Purchaser. Purchaser further understands that an additional copy of such election
form should be filed with his or her federal income tax return for the calendar year in which the
date of this Agreement falls. Purchaser acknowledges that the foregoing is only a summary of the
effect of United States federal income taxation with respect to purchase of the Shares hereunder,
and does not purport to be complete. Purchaser further acknowledges that the Company has directed
Purchaser to seek independent advice regarding the applicable provisions of the Code, the income
tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax
consequences of Purchaser’s death.



     Purchaser agrees that he or she will execute and deliver to the Company with this executed
Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election
(the “Acknowledgment”) attached hereto as Attachment B. Purchaser further agrees
that he or she will execute and submit with the Acknowledgment a copy of the 83(b) Election
attached hereto as Attachment C (for tax purposes in connection with the early exercise of
an option) if Purchaser has indicated in the Acknowledgment his or her decision to make such an
election.



-7-









 





     9. Miscellaneous.



          (a) Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to principles of
conflicts of law.




          (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter herein and merges all
prior discussions between them. No modification of or amendment to this Agreement, nor any waiver
of any rights under this Agreement, shall be effective unless in writing signed by the parties to
this Agreement. The failure by either party to enforce any rights under this Agreement shall not
be construed as a waiver of any rights of such party.




          (c) Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good
faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance
of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance
of the Agreement shall be enforceable in accordance with its terms.




          (d) Construction. This Agreement is the result of negotiations between and has been
reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this
Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be
construed in favor of or against any one of the parties hereto.




          (e) Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or sent by telegram or fax or 48 hours
after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and
addressed to the party to be notified at such party’s address as set forth below or as subsequently
modified by written notice.




          (f) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.




          (g) Successors and Assigns. The rights and benefits of this Agreement shall inure to
the benefit of, and be enforceable by the Company’s successors and assigns. The rights and
obligations of Purchaser under this Agreement may only be assigned with the prior written consent
of the Company.




          (h) California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE
SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE
OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS
EXEMPT




-8-









 




FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE
RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING
OBTAINED, UNLESS THE SALE IS SO EXEMPT.




[Signature Page Follows]




-9-









 





                              The parties have executed this Agreement as of the date first set forth above.



	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	CONCENTRIC MEDICAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	PURCHASER:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	[OPTIONEE]	 	 	 	 






	 	 	 	 	 	 	 
	 

	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 





I,                     , spouse of [OPTIONEE] , have read and hereby approve the
foregoing Agreement. In consideration of the Company’s granting my spouse the right to purchase
the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement
and further agree that any community property or similar interest that I may have in the Shares
shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my
attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement.




	 	 	 	 	 
	 

	 	 

Spouse of [OPTIONEE]
	 	 






-10-









 





ATTACHMENT A




ASSIGNMENT SEPARATE FROM CERTIFICATE




     FOR VALUE RECEIVED and pursuant to that certain Early Exercise Notice and Restricted Stock
Purchase Agreement between the undersigned (“Purchaser”) and Concentric Medical, Inc. (the
“Company”) dated                     , ___(the “Agreement”), Purchaser hereby sells,
assigns and transfers unto the Company                                          (___) shares of the
Common Stock of the Company, standing in Purchaser’s name on the books of the Company and
represented by Certificate No. ___, and does hereby irrevocably constitute and appoint
                                         to transfer said stock on the books of the Company
with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY
THE AGREEMENT AND THE ATTACHMENTS THERETO.



Dated:                                         




	 	 	 	 	 
	 

	 	Signature:	 	 
	 
	 	 	 	 
	 

	 	 

[OPTIONEE]
	 	 
	 
	 	 	 	 
	 

	 	 

Spouse of [OPTIONEE] (if applicable)
	 	 





Instruction: Please do not fill in any blanks other than the signature line. The purpose of this
assignment is to enable the Company to exercise its Repurchase Option set forth in the Agreement
without requiring additional signatures on the part of Purchaser.




 









 





ATTACHMENT B




ACKNOWLEDGMENT AND STATEMENT OF DECISION 

REGARDING SECTION 83(b) ELECTION




     The undersigned (which term includes the undersigned’s spouse), a purchaser of ___
shares of Common Stock of Concentric Medical, Inc., a Delaware corporation (the “Company”)
by exercise of an option (the “Option”) granted pursuant to the Company’s 1999 Stock Plan
(the “Plan”), hereby states as follows:



     1. The undersigned acknowledges receipt of a copy of the Plan relating to the offering of such
shares. The undersigned has carefully reviewed the Plan and the option agreement pursuant to which
the Option was granted.



     2. The undersigned either [check and complete as applicable]:




	 	(a)	 	___has consulted, and has been fully advised by, the undersigned’s own tax
advisor,                     , whose business address is
                                        , regarding the federal, state and local tax consequences
of purchasing shares under the Plan, and particularly regarding the advisability of
making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as
amended (the “Code”) and pursuant to the corresponding provisions, if any, of
applicable state law; or
	 
	 	(b)	 	___has knowingly chosen not to consult such a tax advisor.
	 
	 	3.	 	The undersigned hereby states that the undersigned has decided [check as applicable]:
	 
	 	(a)	 	___to make an election pursuant to Section 83(b) of the Code, and is
submitting to the Company, together with the undersigned’s executed Early Exercise
Notice and Restricted Stock Purchase Agreement, an executed form entitled “Election
Under Section 83(b) of the Internal Revenue Code of 1986;” or
	 
	 	(b)	 	___not to make an election pursuant to Section 83(b) of the Code.





     4. Neither the Company nor any subsidiary or representative of the Company has made any
warranty or representation to the undersigned with respect to the tax consequences of the
undersigned’s purchase of shares under the Plan or of the making or failure to make an election
pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state
law.



	 	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

[OPTIONEE]
	 	 
	 
	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

Spouse of [OPTIONEE]
	 	 






 









 





ATTACHMENT C




ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986




     The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue
Code, to include in taxpayer’s gross income or alternative minimum taxable income, as applicable,
for the current taxable year, the amount of any income that may be taxable to taxpayer in
connection with taxpayer’s receipt of the property described below:




	 	1.	 	The name, address, taxpayer identification number and taxable year of the undersigned
are as follows:
	 
	 	 	 	NAME OF TAXPAYER:                                                             
	 
	 	 	 	NAME OF SPOUSE:                                                             
	 
	 	 	 	ADDRESS:                                                             
	 
	 	 	 	                                                                                
	 
	 	 	 	IDENTIFICATION NO. OF TAXPAYER:
	 
	 	 	 	IDENTIFICATION NO. OF SPOUSE:
	 
	 	 	 	TAXABLE YEAR:                     
	 
	 	2.	 	The property with respect to which the election is made is described as follows:
	 
	 	 	 	                     shares of the Common Stock of Concentric Medical, Inc., a Delaware
corporation (the “Company”).
	 
	 	3.	 	The date on which the property was transferred is:                     
	 
	 	4.	 	The property is subject to the following restrictions:
	 
	 	 	 	Repurchase option at cost in favor of the Company upon termination of taxpayer’s
employment or consulting relationship.
	 
	 	5.	 	The Fair Market Value at the time of transfer, determined without regard to any
restriction other than a restriction which by its terms will never lapse, of such
property is: $                    
	 
	 	6.	 	The amount (if any) paid for such property: $                    




The undersigned has submitted a copy of this statement to the person for whom the services were
performed in connection with the undersigned’s receipt of the above-described property. The
transferee of such property is the person performing the services in connection with the transfer
of said property.



The undersigned understands that the foregoing election may not be revoked except with the
consent of the Commissioner.




	 	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

Taxpayer
	 	 
	 
	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

Spouse of Taxpayer
	 	 






 









 





EXHIBIT B




CONCENTRIC MEDICAL, INC.




1999 STOCK PLAN




EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT




     This Agreement (“Agreement”) is made as of                     , by and between Concentric
Medical, Inc., a Delaware corporation (the “Company”), and [OPTIONEE]
(“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined,
they shall have the meaning ascribed to them in the 1999 Stock Plan.



     1. Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby
elects to exercise his or her option to purchase                      shares of the Common Stock (the
“Shares”) of the Company under and pursuant to the Company’s 1999 Stock Plan (the
“Plan”) and the Stock Option Agreement granted [DATE] (the “Option Agreement”).
The purchase price for the Shares shall be [INSERT PRICE] per Share for a total purchase price of
$                    . The term “Shares” refers to the purchased Shares and all securities
received in replacement of the Shares or as stock dividends or splits, all securities received in
replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and
all new, substituted or additional securities or other properties to which Purchaser is entitled by
reason of Purchaser’s ownership of the Shares.



     2. Time and Place of Exercise. The purchase and sale of the Shares under this
Agreement shall occur at the principal office of the Company simultaneously with the execution and
delivery of this Agreement in accordance with the provisions of Section 2(b) of the Option
Agreement. On such date, the Company will deliver to Purchaser a certificate representing the
Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of
the purchase price therefor by Purchaser by (a) check made payable to the Company, (b) cancellation
of indebtedness of the Company to Purchaser, (c) delivery of shares of the Common Stock of the
Company in accordance with Section 3 of the Option Agreement, or (d) a combination of the
foregoing.



     3. Limitations on Transfer. In addition to any other limitation on transfer created
by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in
the Shares except in compliance with the provisions below and applicable securities laws.



          (a) Right of First Refusal. Before any Shares held by Purchaser or any transferee of
Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or
otherwise transferred (including transfer by gift or operation of law), the Company or its
assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions
set forth in this Section 3(a) (the “Right of First Refusal”).




               (i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the
Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to
sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or



 









 







other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred
to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer.
The Holder shall offer the Shares at the same price (the “Offered Price”) and upon the same
terms (or terms as similar as reasonably possible) to the Company or its assignee(s).



               (ii) Exercise of Right of First Refusal. At any time within 30 days after receipt of
the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect
to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more
of the Proposed Transferees, at the purchase price determined in accordance with subsection (iii)
below.



               (iii) Purchase Price. The purchase price (“Purchase Price”) for the Shares
purchased by the Company or its assignee(s) under this Section 3(a) shall be the Offered Price. If
the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash
consideration shall be determined by the Board of Directors of the Company in good faith.



               (iv) Payment. Payment of the Purchase Price shall be made, at the option of the
Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any
outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an
assignee, to the assignee), or by any combination thereof within 30 days after receipt of the
Notice or in the manner and at the times set forth in the Notice.



               (v) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be
transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s)
as provided in this Section 3(a), then the Holder may sell or otherwise transfer such Shares to
that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or
other transfer is consummated within 60 days after the date of the Notice and provided further that
any such sale or other transfer is effected in accordance with any applicable securities laws and
the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to
apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the
Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes
to change the price or other terms to make them more favorable to the Proposed Transferee, a new
Notice shall be given to the Company, and the Company and/or its assignees shall again be offered
the Right of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred.



               (vi) Exception for Certain Family Transfers. Anything to the contrary contained in
this Section 3(a) notwithstanding, the transfer of any or all of the Shares during Purchaser’s
lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family (as defined
below) or a trust for the benefit of Purchaser’s Immediate Family shall be exempt from the
provisions of this Section 3(a). “Immediate Family” as used herein shall mean spouse,
lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee
or other recipient shall receive and hold the Shares so transferred subject to the provisions of
this Section, and there shall be no further transfer of such Shares except in accordance with the
terms of this Section 3.



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          (b) Involuntary Transfer.




               (i) Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time
after the date of this Agreement, of any transfer by operation of law or other involuntary transfer
(including divorce or death, but excluding, in the event of death, a transfer to Immediate Family
as set forth in Section 3(a)(vi) above) of all or a portion of the Shares by the record holder
thereof, the Company shall have the right to purchase all of the Shares transferred at the greater
of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the
Shares on the date of transfer. Upon such a transfer, the person acquiring the Shares shall
promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares
shall be provided to the Company for a period of 30 days following receipt by the Company of
written notice by the person acquiring the Shares.



               (ii) Price for Involuntary Transfer. With respect to any stock to be transferred
pursuant to Section 3(b)(i), the price per Share shall be a price set by the Board of Directors of
the Company that will reflect the current value of the stock in terms of present earnings and
future prospects of the Company. The Company shall notify Purchaser or his or her executor of the
price so determined within 30 days after receipt by it of written notice of the transfer or
proposed transfer of Shares. However, if the Purchaser does not agree with the valuation as
determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the
valuation determined by an independent appraiser to be mutually agreed upon by the Company and the
Purchaser and whose fees shall be borne equally by the Company and the Purchaser.



          (c) Assignment. The right of the Company to purchase any part of the Shares may be
assigned in whole or in part to any shareholder or shareholders of the Company or other persons or
organizations.




          (d) Restrictions Binding on Transferees. All transferees of Shares or any interest
therein will receive and hold such Shares or interest subject to the provisions of this Agreement.
Any sale or transfer of the Shares shall be void unless the provisions of this Agreement are
satisfied.




          (e) Termination of Rights. The Right of First Refusal and the Company’s right to
repurchase the Shares in the event of an involuntary transfer pursuant to Section 3(b) above shall
terminate upon the first sale of Common Stock of the Company to the general public pursuant to a
registration statement filed with and declared effective by the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the “Securities Act”).




          (f) Market Standoff Agreement. In connection with the initial public offering of the
Company’s securities and upon request of the Company or the underwriters managing such underwritten
offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan,
grant any option for the purchase of, or otherwise dispose of any securities of the Company (other
than those included in the registration) without the prior written consent of the Company or such
underwriters, as the case may be, for such period of time (not to exceed 180 days) from the
effective date of such registration as may be requested by the




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Company or such managing underwriters and to execute an agreement reflecting the foregoing as
may be requested by the underwriters at the time of the Company’s initial public offering.




     4. Investment and Taxation Representations. In connection with the purchase of the
Shares, Purchaser represents to the Company the following:



          (a) Purchaser 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 Shares. Purchaser is purchasing the Shares for investment for his or her 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.




          (b) Purchaser understands that the Shares have not been registered under the Securities Act by
reason of a specific exemption therefrom, which exemption depends upon, among other things, the
bona fide nature of Purchaser’s investment intent as expressed herein.




          (c) Purchaser understands that the Shares are “restricted securities” under applicable U.S.
federal and state securities laws and that, pursuant to these laws, Purchaser must hold the Shares
indefinitely unless they are registered with the Securities and Exchange Commission and qualified
by state authorities, or an exemption from such registration and qualification requirements is
available. Purchaser acknowledges that the Company has no obligation to register or qualify the
Shares for resale. Purchaser further acknowledges that if an exemption from registration or
qualification is available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Shares, and requirements
relating to the Company which are outside of the Purchaser’s control, and which the Company is
under no obligation and may not be able to satisfy.




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




     5. Restrictive Legends and Stop-Transfer Orders.



          (a) Legends. The certificate or certificates representing the Shares shall bear the
following legends (as well as any legends required by applicable state and federal corporate and
securities laws):





	 	(i)	 	THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT RELATED




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	 	 	 	THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933.






	 	(ii)	 	THE SHARES REPRESENTED BY THIS
CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE
TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER,
A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.





          (b) Stop-Transfer Notices. Purchaser 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.




          (d) Removal of Legend. When all of the following events have occurred, the Shares
then held by Purchaser will no longer be subject to the legend referred to in Section 5(a)(ii):
(i) the termination of the Right of First Refusal; and (ii) the expiration or termination of the
market standoff provisions of Section 3(f) (and of any agreement entered pursuant to Section 3(f)).
After such time, and upon Purchaser’s request, a new certificate or certificates representing the
Shares not repurchased shall be issued without the legend referred to in Section 5(a)(ii), and
delivered to Purchaser.




     6. No Employment Rights. Nothing in this Agreement shall affect in any manner
whatsoever the right or power of the Company, or a Parent or Subsidiary of the Company, to
terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause.



     7. Miscellaneous.



          (a) Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to principles of
conflicts of law.




          (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter herein and merges all
prior discussions between them. No modification of or amendment to this Agreement, nor any waiver
of any rights under this Agreement, shall be effective unless in




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writing signed by the parties to this Agreement. The failure by either party to enforce any
rights under this Agreement shall not be construed as a waiver of any rights of such party.




          (c) Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good
faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance
of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance
of the Agreement shall be enforceable in accordance with its terms.




          (d) Construction. This Agreement is the result of negotiations between and has been
reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this
Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be
construed in favor of or against any one of the parties hereto.




          (e) Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or sent by telegram or fax or 48 hours
after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and
addressed to the party to be notified at such party’s address as set forth below or as subsequently
modified by written notice.




          (f) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.




          (g) Successors and Assigns. The rights and benefits of this Agreement shall inure to
the benefit of, and be enforceable by the Company’s successors and assigns. The rights and
obligations of Purchaser under this Agreement may only be assigned with the prior written consent
of the Company.




          (h) California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE
SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE
OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS
EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE.
THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING
OBTAINED, UNLESS THE SALE IS SO EXEMPT.




[Signature Page Follows]




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                                   The parties have executed this Agreement as of the date first set forth above.



	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	CONCENTRIC MEDICAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	PURCHASER:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	[OPTIONEE]	 	 	 	 






	 	 	 	 	 	 	 
	 

	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 






I,                                         , spouse of [OPTIONEE], have read and hereby approve the foregoing
Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares
as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further
agree that any community property or similar interest that I may have in the Shares shall hereby be
similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect
to any amendment or exercise of any rights under the Agreement.



	 	 	 	 	 
	 

	 	 

Spouse of [OPTIONEE]
	 	 







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