exv10w3



 





Exhibit 10.3




GRANT NO.                     




2005 EQUITY INCENTIVE PLAN OF

MICRUS ENDOVASCULAR CORPORATION




NONSTATUTORY STOCK OPTION AGREEMENT



     Micrus Endovascular Corporation, a Delaware corporation (the “Company”), hereby grants an
Option to purchase shares of its common stock (the “Shares”) to the Awardee named below. The terms
and conditions of the Option are set forth in this cover sheet, in the attachment and in the
Company’s 2005 Equity Incentive Plan (the “Plan”).


Date of Option Grant: ____________, [YEAR]



Name of Awardee: ______________________________________________________



Awardee’s Social Security Number: ___-___-___



Number of Shares Covered by Option: ____________



Option Price per Share: $___.___



Vesting Start Date: ____________, [YEAR]



Vesting Schedule:




     Subject to all the terms of the attached Agreement, your right to purchase Shares under this
Option vests as to one-fourth (1/4) of the total number of Shares covered by this Option, as shown
above, on the one-year anniversary of the Vesting Start Date. Thereafter, the number of Shares
which you may purchase under this Option shall vest at the rate of one-forty-eighth (1/48) per
month on the 1st day of each of the thirty-six (36) months following the month of the one-year
anniversary of the Vesting Start Date. The resulting aggregate number of vested Shares will be
rounded down to the nearest whole number. No Shares will vest after your employment has terminated
for any reason.



     By signing this cover sheet, you agree that you have received a copy of the Plan’s Prospectus
and you further agree to all of the terms and conditions described in the attached Agreement and in
the Plan, a copy of which is also enclosed.



	 	 	 	 	 	 	 
	Awardee:

	 	 	 	 	 	 
	 	 	 

(Signature)
	 	 
	Company:
	 	 	 	 	 	 
	 	 	 

(Signature)
	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 
	 	 
	 
	 	 	 	 	 	 
	Attachment
	 	 	 	 	 	 






 









 






2005 EQUITY INCENTIVE PLAN OF

MICRUS ENDOVASCULAR CORPORATION




NONSTATUTORY STOCK OPTION AGREEMENT



	 	 	 
	The Plan and
Other Agreements

	 	The text of the Plan is
incorporated in this Agreement by
reference. Certain capitalized
terms used in this Agreement are
defined in the Plan.
	 
	 	 
	 

	 	This Agreement and the Plan
constitute the entire
understanding between you and the
Company regarding this Option.
Any prior agreements, commitments
or negotiations concerning this
Option are superseded.
	 
	 	 
	Nonstatutory Stock Option

	 	This Option is not intended to be
an Incentive Stock Option under
section 422 of the Internal
Revenue Code and is also not
intended to constitute a
“nonqualified deferred
compensation plan” within the
meaning of Section 409A of the
Code, and will be interpreted
accordingly.
	 
	 	 
	Vesting

	 	This Option is only exercisable
before it expires and then only
with respect to the vested
portion of the Option. This
Option will vest according to the
Vesting Schedule on the attached
cover sheet and as provided in
the Plan and this Agreement.
	 
	 	 
	Term

	 	Your Option will expire in any
event at the close of business at
Company headquarters on the day
before the 10th anniversary of
the Date of Option Grant, as
shown on the cover sheet. Your
Option will expire earlier if
your employment terminates, as
described below.
	 
	 	 
	Regular Termination

	 	Upon your Termination for any
reason, other than death,
disability, or Cause, then your
Option will expire at the close
of business at Company
headquarters on the date that is
ninety (90) days after your
termination date.
	 
	 	 
	Termination for Cause

	 	If your employment is terminated
for Cause or if you commit an
act(s) of Cause while this Option
is outstanding, as determined by
the Company in its sole
discretion, then you shall
immediately forfeit all rights to
your Option and the Option shall
immediately expire.
	 
	 	 
	 

	 	The definition of Cause provided
in the Plan shall not restrict in
any way the Company’s or
Affiliate’s right to discharge
you for any other reason, nor
shall this definition be deemed
to be inclusive of all the acts
or omissions which constitute
“cause” for purposes other than
this Agreement.






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	Death	 	Upon your Termination because of
your death, then your Option will
expire at the close of business
at Company headquarters on the
date that is one (1) year after
the date of your death. During
that one (1) year period, your
estate or heirs may exercise the
vested portion of your Option.
	 
	 	 	 	 
	Disability	 	Upon your Termination because of
your disability as defined in the
Plan, then your Option will
expire at the close of business
at Company headquarters on the
date that is one (1) year after
your termination date.
	 
	 	 	 	 
	Leaves of Absence	 	For purposes of this Option, your
employment does not terminate
when you go on a bona fide leave
of absence that was approved by
the Company in writing, if the
terms of the leave provide for
continued employment service
crediting, or when continued
employment service crediting is
required by applicable law. Your
employment terminates in any
event when the approved leave
ends unless you immediately
return to active work.
	 
	 	 	 	 
	 	 	The Company determines which
leaves count for this purpose,
and when your employment
terminates for all purposes under
the Plan.
	 
	 	 	 	 
	Notice of Exercise	 	When you wish to exercise this
Option, you must notify the
Company by filing the proper
“Notice of Exercise” form at the
address given on the form. Your
notice must specify how many
Shares you wish to purchase.
Your notice must also specify how
your Shares should be registered
(in your name only or in your and
your spouse’s names as community
property or as joint tenants with
right of survivorship). The
notice will be effective when it
is received by the Company.
	 
	 	 	 	 
	 	 	If someone else wants to exercise
this Option after your death,
that person must prove to the
Company’s satisfaction that he or
she is entitled to do so.
	 
	 	 	 	 
	Form of Payment	 	When you submit your notice of
exercise, you must include full
payment of the Option Price for
the Shares you are purchasing.
Payment may be made in one (or a
combination) of the following
forms:
	 
	 	 	 	 
	 

	 	•
	 	Cash, your personal
check, a cashier’s check or a
money order.
	 
	 	 	 	 
	 

	 	•
	 	Shares which have already
been owned by you for more than
six (6) months and which are
surrendered to the






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	 	 	Company. The
Fair Market Value of the Shares,
determined as of the effective
date of the Option exercise, will
be applied to the Option Price.
	 
	 	 	 	 
	 

	 	•
	 	To the extent a public
market for the Shares exists as
determined by the Company, by
delivery (on a form prescribed by
the Company) of an irrevocable
direction to a securities broker
to sell Shares and to deliver all
or part of the sale proceeds to
the Company in payment of the
aggregate Option Price or
pursuant to any other “cashless
exercise procedure” adopted by
the Company.
	 
	 	 	 	 
	Withholding Taxes	 	You will not be allowed to
exercise this Option unless you
make acceptable arrangements to
pay any withholding or other
taxes that may be due as a result
of the Option exercise or sale of
Shares acquired under this
Option.
	 
	 	 	 	 
	Restrictions on Exercise and Resale	 	By signing this Agreement, you
agree not to exercise this Option
or sell any Shares acquired under
this Option at a time when
applicable laws, regulations or
Company or underwriter trading
policies prohibit exercise, sale
or issuance of Shares. The
Company will not permit you to
exercise this Option if the
issuance of Shares at that time
would violate any law or
regulation. The Company shall
have the right to designate one
or more periods of time, each of
which shall not exceed one
hundred eighty (180) days in
length, during which this Option
shall not be exercisable if the
Company determines (in its sole
discretion) that such limitation
on exercise could in any way
facilitate a lessening of any
restriction on transfer pursuant
to the Securities Act or any
state securities laws with
respect to any issuance of
securities by the Company,
facilitate the registration or
qualification of any securities
by the Company under the
Securities Act or any state
securities laws, or facilitate
the perfection of any exemption
from the registration or
qualification requirements of the
Securities Act or any applicable
state securities laws for the
issuance or transfer of any
securities. Such limitation on
exercise shall not alter the
vesting schedule set forth in
this Agreement other than to
limit the periods during which
this Option shall be exercisable.
	 
	 	 	 	 
	 	 	If the sale of Shares under the
Plan is not registered under the
Securities Act, but an exemption
is available which requires an
investment or other
representation, you shall
represent and agree at the time
of exercise that the Shares being
acquired upon exercise of this
Option are being acquired for
investment, and not with a view
to the sale or distribution
thereof, and shall make such
other representations as are
deemed necessary or






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	 	appropriate
by the Company and its counsel.
	 
	 	 
	 

	 	You may also be required, as a
condition of exercise of this
Option, to enter into any Company
stockholders agreement or other
agreements that are applicable to
stockholders.
	 
	 	 
	Transfer of Option

	 	Prior to your death, only you may
exercise this Option. You shall
not assign, alienate, pledge,
attach, sell, transfer or
encumber this option. If you
attempt to do any of these
things, this Option will
immediately become invalid and
will then expire without
consideration. You may, however,
dispose of this Option in your
will or it may be transferred by
the laws of descent and
distribution or pursuant to a
domestic relations order.
	 
	 	 
	Retention Rights

	 	Your Option or this Agreement
does not give you the right to be
retained by the Company (or any
Affiliate) in any capacity. The
Company (or any Affiliate)
reserves the right to terminate
your employment at any time and
for any reason.
	 
	 	 
	Stockholder Rights

	 	You, or your estate or heirs,
have no rights as a stockholder
of the Company until a
certificate for your Option’s

Shares has been issued. No
adjustments are made for
dividends or other rights if the
applicable record date occurs
before your stock certificate is
issued, except as described in
the Plan.
	 
	 	 
	Adjustments

	 	In the event of a stock split,
reverse stock split,
recapitalization, combination or
reclassification of stock, stock
dividend, spin-off, or a similar
change to the capital structure
of the Company (not including a
Corporate Transaction or Change
in Control), the number of Shares
covered by this Option (rounded
down to the nearest whole number)
and the exercise price per Share
may be adjusted pursuant to the
Plan. Your Option shall be
subject to the terms of the
agreement of merger,
consolidation, dissolution,
liquidation or sale of assets in
the event the Company is subject
to such corporate activity.
	 
	 	 
	Legends

	 	All certificates representing the
Shares issued upon exercise of
this Option shall, where
applicable, have endorsed thereon
legends as provided in the Plan.
	 
	 	 
	Applicable Law

	 	This Agreement will be
interpreted and enforced under
the laws of the State of
Delaware.







By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Plan.




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