exv10w2



 






Exhibit 10.2




GRANT NO.                     



2005 EQUITY INCENTIVE PLAN OF

MICRUS ENDOVASCULAR CORPORATION




INCENTIVE 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




INCENTIVE 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are superseded.
	 
	 	 
	Incentive Stock Option

	 	This Option is intended to be an
Incentive Stock Option under
section 422 of the Internal Revenue
Code and is not intended to
constitute a “nonqualified deferred
compensation plan” within the
meaning of Section 409A of the
Code, and will be interpreted
accordingly. If you cease to be an
employee of the Company (or any
parent or subsidiary corporation as
each is defined in section 424 of
the Code) but continue to provide
service, this Option will be deemed
a Nonstatutory Stock Option
following three (3) months after
you cease to be an employee. In
addition, to the extent that all or
part of this Option exceeds the
$100,000 rule of section 422(d) of
the Code, this Option or the lesser
excess part will be treated as a
Nonstatutory Stock Option.
	 
	 	 
	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






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	 	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.
	 
	 	 
	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. However, your employment will
be treated as terminating ninety
(90) days after you went on leave,
unless your right to return to
active work is guaranteed by law or
by a contract. 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






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	 	 	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 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






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	 	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 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.
	 
	 	 
	 

	 	By signing this Agreement, you also
agree to promptly notify the
Company if you sell your Shares
acquired through this Option within
(1) two (2) years after the Date of
Option Grant and (ii) one (1) year
after you exercise this Option.
	 
	 	 
	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),






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	 	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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