2005 Non-Employee Directors' Stock Option Plan



 EXHIBIT 10.4 
  
 2005 Non-Employee Directors’ Stock Option Plan 







 CRYOCOR, INC. 
  
 2005 NON-EMPLOYEE
DIRECTORS’ STOCK OPTION PLAN 
  
 ADOPTED BY BOARD OF DIRECTORS: MARCH 30, 2005 
 APPROVED BY STOCKHOLDERS:
                    , 2005 
 EFFECTIVE DATE:                     , 2005 
  
 1. PURPOSES. 
  
 (a) Eligible Option Recipients. The persons eligible to receive
Options are the Non-Employee Directors of the Company. 
  
 (b)
Available Options. The purpose of the Plan is to provide a means by which Non-Employee Directors may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Nonstatutory Stock Options. 

 
 (c) General Purpose. The Company, by means of the Plan, seeks to
retain the services of its current Non-Employee Directors, to secure and retain the services of new Non-Employee Directors and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.

  
 2. DEFINITIONS. 
  
 (a) “Affiliate” means (i) any corporation
(other than the Company) in an unbroken ownership chain of corporations ending with the Company, provided each corporation in the unbroken ownership chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other corporations in such ownership chain, and (ii) any corporation (other than the Company) in an unbroken ownership chain of corporations beginning with the Company, provided each
corporation (other than the last corporation) in the unbroken ownership chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other
corporations in such ownership chain. The Board shall have the authority to determine (x) the time or times at which the ownership tests are applied, and (y) whether “Affiliate” includes entities other than corporations within the
foregoing definition. 
  
 (b) “Annual
Grant” means an Option granted annually to all Non-Employee Directors who meet the specified criteria pursuant to Section 6(b). 
  
 (c) “Annual Meeting” means the annual meeting of the stockholders of the Company. 
  
 (d) “Board” means the Board of Directors of
the Company. 
  

 1. 








 (e) “Capitalization Adjustment” has the meaning ascribed to that term in
Section 11(a). 
  
 (i) “Change in
Control” means an Ownership Change Event or a series of related Ownership Change Events (collectively, a “Transaction”) wherein the stockholders of the Company immediately before the Transaction do not retain immediately after
the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined
voting power of the outstanding voting securities of the Company or, in the case of a Transaction that is a sale, exchange, or transfer of all or substantially all of the assets of the Company, the corporation or other business entity to which the
assets of the Company were transferred (the “Transferee”), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting
securities of one or more corporations or other business entities, which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Board shall have the right
to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. 
  
 The term Change in Control shall not include a sale of assets, merger or
other transaction effected exclusively for the purpose of changing the domicile of the Company. 
  
 Notwithstanding the foregoing or any other provision of this Plan, the definition of Change in Control (or any analogous term) in an individual written
agreement between the Company or any Affiliate and the Optionholder shall supersede the foregoing definition with respect to the Options subject to such agreement (it being understood, however, that if no definition of Change in Control or any
analogous term is set forth in such an individual written agreement, the foregoing definition shall apply). 
  
 (f) “Code” means the Internal Revenue Code of 1986, as amended. 
  
 (g) “Committee” means a committee of one (1)
or more members of the Board appointed by the Board in accordance with Section 3(c). 
  
 (h) “Common Stock” means the common stock of the Company. 
  
 (i) “Company” means CryoCor, Inc., a Delaware corporation. 
  
 (j) “Consultant” means any person, including an advisor, who (i) is engaged by the Company or
an Affiliate to render consulting or advisory services and is compensated for such services or (ii) is serving as a member of the Board of Directors of an Affiliate and is compensated for such services. However, service solely as a Director, or
payment of a fee for such services, shall not cause a Director to be considered a “Consultant” for purposes of the Plan. 
  
 (k) “Continuous Service” means that the Optionholder’s service with the Company or an Affiliate, whether as an
Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Optionholder renders service to the Company or an 
  

 2. 








 Affiliate as an Employee, Consultant or Director or a change in the entity for which the Optionholder renders such
service, provided that there is no interruption or termination of the Optionholder’s service with the Company or an Affiliate, shall not terminate a Optionholder’s Continuous Service. For example, a change in status from a Non-Employee
Director of the Company to a consultant to an Affiliate or an Employee of the Company shall not constitute an interruption of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that
party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Notwithstanding the
foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in an Option only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or
policy applicable to the Optionholder, or as otherwise required by law. 
  
 (l) “Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: 
  
 (i) a sale or other disposition of all or substantially all, as
determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries; 
  
 (ii) a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company; 
  
 (iii) the consummation of a merger, consolidation or similar
transaction following which the Company is not the surviving corporation; or 
  
 (iv) the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger,
consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise. 
  
 (m) “Director” means a member of the Board.

  
 (n) “Disability” means the
inability of a person, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of that person’s position with the Company or an Affiliate of the Company because of the sickness or injury of the person.

  
 (o) “Employee” means any person
employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, shall not cause a Director to be considered an “Employee” for purposes of the Plan. 
  
 (p) “Entity” means a corporation, partnership
or other entity. 
  
 (q) “Exchange
Act” means the Securities Exchange Act of 1934, as amended. 
  

 3. 








 (r) “Fair Market Value” means, as of any date, the value of the Common
Stock determined as follows: 
  
 (i) If the Common Stock
is listed on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date in question, as reported in The Wall Street Journal or such other source as the Board deems
reliable. Unless otherwise provided by the Board, if there is no closing sales price (or closing bid if no sales were reported) for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price (or closing
bid if no sales were reported) on the last preceding date for which such quotation exists. 
  
 (ii) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith. 
  
 (s) “Initial Grant” means an Option granted to a Non-Employee Director who meets the
specified criteria pursuant to Section 6(a). 
  
 (t)
“IPO Date” means the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public
offering. 
  
 (u) “Non-Employee
Director” means a Director who is not an Employee. 
  
 (v) “Nonstatutory Stock Option” means an Option not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 
  
 (w) “Officer” means a person who is an officer
of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 
  
 (x) “Option” means a Nonstatutory Stock Option granted pursuant to the Plan. 
  
 (y) “Option Agreement” means a written
agreement between the Company and an Optionholder evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan. 
  
 (z) “Optionholder” means a person to whom an
Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option. 
  
 (aa) “Own,” “Owned,” “Owner,” “Ownership” A person or Entity shall be deemed to
“Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities. 
  
 (bb) An “Ownership Change Event” shall be deemed to have occurred if any of the following occurs with respect to the
Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty 
  

 4. 








 percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii)
the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) a liquidation or dissolution of the Company. 
  
 (cc) “Plan” means this CryoCor, Inc. 2005 Non-Employee Directors’ Stock Option Plan. 
  
 (dd) “Rule 16b-3” means Rule 16b-3 promulgated
under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time. 
  
 (ee) “Securities Act” means the Securities Act of 1933, as amended. 
  
 (ff) “Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the
outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting
power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership in which the Company has a direct or indirect interest (whether in the form of voting or participation in
profits or capital contribution) of more than fifty percent (50%). 
  
 3.
ADMINISTRATION. 
  
 (a) Administration by
Board. The Board shall administer the Plan unless and until the Board delegates administration of the Plan to a Committee, as provided in Section 3(c). 
  
 (b) Powers of Board. The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan: 
  
 (i) To determine the provisions of each Option to the extent not
specified in the Plan. 
  
 (ii) To construe and interpret
the Plan and Options granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Option
Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. 
  
 (iii) To effect, at any time and from time to time, with the consent of any adversely affected Optionholder, (1) the reduction of the exercise
price of any outstanding Option under the Plan, (2) the cancellation of any outstanding Option under the Plan and the grant in substitution therefor of (A) a new Option under the Plan or another equity plan of the Company covering the same or a
different number of shares of Common Stock, (B) cash and/or (C) other valuable consideration (as determined by the Board, in its sole discretion), or (3) any other action that is treated as a repricing under generally accepted accounting principles.

  
 (iv) To amend the Plan or an Option as provided in
Section 12. 
  

 5. 








 (v) To terminate or suspend the Plan as provided in Section 13. 
  
 (vi) Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan. 
  
 (c) Delegation to Committee. The Board may delegate some or all of the administration of the Plan to a Committee or Committees of one (1) or more
members of the Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and
references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may
retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. 
  
 (d) Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good
faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons. 
  
 4. SHARES SUBJECT TO THE PLAN. 
  
 (a) Share Reserve. Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the shares of Common Stock that may be issued
pursuant to Options shall not exceed in the aggregate three million three hundred thousand (3,300,000) shares of Common Stock plus an annual increase to be added on January 1st of each year commencing in 2006 and ending on (and including) January 1,
2015, equal to the lesser of the following amounts: (i) the aggregate number of shares of Common Stock subject to options granted under the Plan as Initial Grants and Annual Grants during the immediately preceding fiscal year, or (ii) an amount
determined by the Board. 
  
 (b) Reversion of Shares to the
Share Reserve. If any Option shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, the shares of Common Stock not acquired under such Option shall revert to and again become available for
issuance under the Plan. If any shares subject to an Option are not delivered to an Optionholder because such shares are withheld for the payment of taxes or the Option is exercised through a reduction of shares subject to the Option (i.e.,
“net exercised”), the number of shares that are not delivered to the Optionholder as a result thereof shall remain available for issuance under the Plan. If the exercise price of an Option is satisfied by tendering shares of Common Stock
held by the Optionholder (either by actual delivery or attestation), then the number of shares so tendered shall remain available for issuance under the Plan. 
  

(c) Source of Shares. The shares of Common Stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or
otherwise. 
  

 6. 








 5. ELIGIBILITY. 
  
 The Options, as set forth in Section 6, automatically shall be granted under the Plan to all Non-Employee Directors who meet
the criteria specified in Section 6. 
  
 6.
NON-DISCRETIONARY GRANTS. 
  
 (a) Initial Grants. Without any further action of the Board, each person who after the IPO Date is elected or appointed for the first time to be a Non-Employee Director automatically shall, upon the date of his
or her initial election or appointment to be a Non-Employee Director, be granted an Initial Grant to purchase six hundred twenty-five thousand (625,000) shares of Common Stock on the terms and conditions set forth herein. 
  
 (b) Annual Grants. Without any further action of the Board, on the
date of each Annual Meeting, commencing with the Annual Meeting in 2006, each person who is then a Non-Employee Director automatically shall be granted an Annual Grant to purchase two hundred thousand (200,000) shares of Common Stock on the terms
and conditions set forth herein; provided, however, that if the person has not been serving as a Non-Employee Director for the entire period since the preceding Annual Meeting, then the number of shares subject to such Annual Grant shall be
reduced pro rata for each full quarter prior to the date of grant during such period for which such person did not serve as a Non- Employee Director. 
  
 7. OPTION PROVISIONS. 
  
 Each Option shall be in such form and shall contain such terms and conditions as required by the Plan. Each Option shall contain such additional terms and
conditions, not inconsistent with the Plan, as the Board shall deem appropriate. Each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

  
 (a) Term. No Option shall be exercisable after the
expiration of ten (10) years from the date on which it was granted. 
  
 (b) Exercise Price. The exercise price of each Option shall be one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. 
  
 (c) Consideration. The purchase price of Common Stock acquired
pursuant to an Option shall be paid, to the extent permitted by applicable law, either (i) in cash at the time the Option is exercised or (ii) at the discretion of the Board either at the time of the grant of the Option or subsequent thereto (1) by
delivery to the Company of other Common Stock at the time the Option is exercised, (2) by a “net exercise” of the Option (as further described below), (3) pursuant to a program developed under Regulation T as promulgated by the Federal
Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds or (4)
in any other form of legal consideration that may be acceptable to the Board. Unless otherwise specifically provided in the Option, the purchase price of Common Stock acquired pursuant to an Option that is paid by delivery to the Company of

  

 7. 








 other Common Stock acquired, directly or indirectly from the Company, shall be paid only by shares of the Common Stock of
the Company that have been held for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). 
  
 In the case of a “net exercise” of an Option, the Company will not require a payment of the exercise price of the
Option from the Optionholder but will reduce the number of shares of Common Stock issued upon the exercise by the largest number of whole shares that has a Fair Market Value that does not exceed the aggregate exercise price. With respect to any
remaining balance of the aggregate exercise price, the Company shall accept a cash payment from the Optionholder. Shares of Common Stock will no longer be outstanding under an Option (and will therefore not thereafter be exercisable) following the
exercise of such Option to the extent of (i) shares used to pay the exercise price of an Option under a “net exercise”, (ii) shares actually delivered to the Optionholder as a result of such exercise and (iii) shares withheld for purposes
of tax withholding. 
  
 (d) Transferability. An Option is
transferable by will or by the laws of descent and distribution. An Option also may be transferable upon written consent of the Company if, at the time of transfer, a Form S-8 registration statement under the Securities Act is available for the
exercise of the Option and the subsequent resale of the underlying securities. In addition, an Optionholder may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company, designate a third party
who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option. 
  
 (e) Vesting. Options shall vest as follows: 
  
 (i) Initial Grants: 1/36th of the shares of Common Stock subject to an Initial Grant shall vest monthly over three (3) years. 
  
 (ii) Annual Grants: 1/12th of the shares of Common Stock subject to an
Annual Grant shall vest monthly over one (1) year. 
  
 (f)
Termination of Continuous Service. In the event that an Optionholder’s Continuous Service terminates for any reason, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option
as of the date of termination of Continuous Service) but only within such period of time ending on the expiration of the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Optionholder does not
exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate. 
  
 8. SECURITIES LAW COMPLIANCE. 
  
 The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant
Options and to issue and sell shares of Common Stock upon exercise of the Options; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Option or any Common Stock issued or
issuable pursuant to any such Option. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority 
  

 8. 








 which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the
Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Options unless and until such authority is obtained. 
  
 9. USE OF PROCEEDS FROM STOCK. 
  
 Proceeds from the sale of Common Stock pursuant to Options shall constitute
general funds of the Company. 
  
 10. MISCELLANEOUS.

  
 (a) Acceleration of Exercisability and Vesting.
The Board shall have the power to accelerate the time at which an Option may first be exercised or the time during which an Option or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Plan or the Option
stating the time at which it may first be exercised or the time during which it will vest. 
  
 (b) Stockholder Rights. No Optionholder shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Option unless and until such
Optionholder has satisfied all requirements for exercise of the Option pursuant to its terms. 
  
 (c) No Service Rights. Nothing in the Plan, any Option Agreement or other instrument executed thereunder or any Option granted pursuant thereto shall confer upon any Optionholder any right to continue to serve
the Company as a Non-Employee Director or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms
of such Consultant’s agreement with the Company or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or
the Affiliate is incorporated, as the case may be. 
  
 (d)
Investment Assurances. The Company may require an Optionholder, as a condition of exercising or acquiring Common Stock under any Option, (i) to give written assurances satisfactory to the Company as to the Optionholder’s knowledge and
experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone
or together with the purchaser representative, the merits and risks of exercising the Option; and (ii) to give written assurances satisfactory to the Company stating that the Optionholder is acquiring the Common Stock subject to the Option for the
Optionholder’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (1) the issuance of
the shares of Common Stock upon the exercise or acquisition of Common Stock under the Option has been registered under a then currently effective registration statement under the Securities Act or (2) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The 
  

 9. 








 Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock. 
  
 (e) Withholding Obligations. To the extent provided by the terms of an Option Agreement, the Company may in its sole
discretion, satisfy any federal, state or local tax withholding obligation relating to an Option by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Optionholder by the Company) or by
a combination of such means: (i) causing the Optionholder to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Optionholder in connection with the Option; or (iii) via
such other method as may be set forth in the Option Agreement. 
  
 11.
ADJUSTMENTS UPON CHANGES IN COMMON STOCK. 
  
 (a) Capitalization Adjustments. If any change is made in, or other event occurs with respect to, the Common Stock subject to the Plan, or subject
to any Option, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend,
combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company (each a “Capitalization Adjustment”)), the Plan will be appropriately
adjusted in the class(es) and maximum number of securities subject both to the Plan pursuant to Section 4 and to the nondiscretionary Options specified in Section 6, and the outstanding Options will be appropriately adjusted in the class(es) and
number of securities and price per share of Common Stock subject to such outstanding Options. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. (Notwithstanding the foregoing, the conversion of any
convertible securities of the Company shall not be treated as a transaction “without receipt of consideration” by the Company.) 
  
 (b) Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, then all outstanding Options shall terminate
immediately prior to the completion of such dissolution or liquidation. 
  
 (c) Corporate Transaction. The following provisions shall apply to Options in the event of a Corporate Transaction unless otherwise provided in the instrument evidencing the Option or any other written agreement between the Company
or any Affiliate and the holder of the Option or unless otherwise expressly provided by the Board at the time of grant of a Option. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation may assume or continue
any or all Options outstanding under the Plan or may substitute similar stock options for Options outstanding under the Plan (including options to acquire the same consideration paid to the stockholders of the Company, as the case may be, pursuant
to the Corporate Transaction). In the event that any surviving corporation or acquiring corporation does not assume or continue all such outstanding Options or substitute similar stock options for all such outstanding Options, then with respect to
Options that have been not assumed, continued or substituted and that are held by Optionholders whose Continuous Service has not terminated 
  

 10. 








 prior to the effective time of the Corporate Transaction, the vesting of such Options (and, if applicable, the time at
which such Options may be exercised) shall (contingent upon the effectiveness of the Corporate Transaction) be accelerated in full to a date prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board
shall not determine such a date, to the date that is five (5) days prior to the effective time of the Corporate Transaction), and such Options shall terminate on the effective time of the Corporate Transaction if not exercised (if applicable) at or
prior to such effective time. With respect to any other Options outstanding under the Plan that have not been assumed, continued or substituted, the vesting of such Options (and, if applicable, the time at which such Options may be exercised) shall
not be accelerated, unless otherwise provided in a written agreement between the Company or any Affiliate and the Optionholder, and such Options shall terminate if not exercised (if applicable) prior to the effective time of the Corporate
Transaction. 
  
 (d) Change in Control. An Option may be
subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the Option Agreement for such Option or as may be provided in any other written agreement between the Company or any Affiliate
and the Optionholder, but in the absence of such provision, no such acceleration shall occur. 
  
 12. AMENDMENT OF THE PLAN AND OPTIONS. 
  
 (a) Amendment of Plan. Subject to the limitations, if any, of applicable law, the Board, at any time and from time to
time, may amend the Plan. However, except as provided in Section 11(a) relating to Capitalization Adjustments, no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary to
satisfy applicable law. 
  
 (b) Stockholder Approval. The
Board, in its sole discretion, may submit any other amendment to the Plan for stockholder approval. 
  
 (c) No Impairment of Rights. Rights under any Option granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless
(i) the Company requests the consent of the Optionholder and (ii) the Optionholder consents in writing. 
  
 (d) Amendment of Options. The Board, at any time, and from time to time, may amend the terms of any one or more Options, including, but not limited
to, amendments to provide terms more favorable than previously provided in the agreement evidencing an Option, subject to any specified limits in the Plan that are not subject to Board discretion; provided, however, that the rights under any
Option shall not be impaired by any such amendment unless (i) the Company requests the consent of the Optionholder and (ii) the Optionholder consents in writing. 
  
 13. TERMINATION OR SUSPENSION OF THE PLAN.

  
 (a) Plan Term. The Board may suspend or terminate
the Plan at any time. No Options may be granted under the Plan while the Plan is suspended or after it is terminated. 
  

 11. 








 (b) No Impairment of Rights. Suspension or termination of the Plan shall not impair rights and
obligations under any Option granted while the Plan is in effect except with the written consent of the Optionholder. 
  
 14. EFFECTIVE DATE OF PLAN. 
  
 The Plan shall become effective on the IPO Date, but no Option shall be exercised unless and until the Plan has been
approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board. 
  
 15. CHOICE OF LAW. 
  
 The law of the state of California shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to
such state’s conflict of laws rules. 
  

 12. 








 Form of Stock Option Agreement 







 CRYOCOR, INC. 
 2005 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN

  
 STOCK OPTION
AGREEMENT 
 (NONSTATUTORY STOCK OPTION) 
  
 Pursuant to your Stock Option Grant Notice (“Grant
Notice”) and this Stock Option Agreement, CryoCor, Inc. (the “Company”) has granted you an option under its 2005 Non-Employee Directors’ Stock Option Plan (the “Plan”) to purchase the
number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same
definitions as in the Plan. 
  
 The details of your option are as
follows: 
  
 1. VESTING.
Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. In addition, if the Company is subject to a Change in Control
before your Continuous Service terminates, then all of the unvested shares subject to this option shall become fully vested and exercisable immediately prior to the effective date of such Change in Control. 
  
 2. NUMBER OF SHARES
AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for
Capitalization Adjustments, as provided in the Plan. 
  
 3.
METHOD OF PAYMENT. Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make payment of the exercise price in cash or by check
or in any other manner permitted by your Grant Notice, which may include one or more of the following: 
  
 (a) In the Company’s sole discretion at the time your option is exercised and provided that at the time of exercise the Common Stock is
publicly traded and quoted regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash
(or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. 
  
 (b) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, by delivery
of already-owned shares of Common Stock either that you have held for the period required to avoid a charge to the Company’s reported earnings (generally six months) or that you did not acquire, directly or indirectly from the Company, that are
owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise
your option, shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, you may 
  

 1. 








 not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions
of any law, regulation or agreement restricting the redemption of the Company’s stock. 
  
 4. WHOLE SHARES. You may exercise your option only for whole shares of Common Stock. 
  
 5. SECURITIES LAW COMPLIANCE. Notwithstanding anything to
the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has
determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option must also comply with other applicable laws and regulations governing your option, and you may not
exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations. 
  
 6. TERM. You may not exercise your option before the commencement of its term or after its term expires. The term of
your option commences on the Date of Grant and expires upon the earliest of the following: 
  
 (a) three (3) months after the termination of your Continuous Service for any reason other than your Disability or death (or in connection with a Change in Control as provided in subsection (b) below), provided
that if during any part of such three- (3-) month period your option is not exercisable solely because of the condition set forth in the preceding paragraph relating to “Securities Law Compliance,” your option shall not expire until the
earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; 
  
 (b) twelve (12) months after the termination of your Continuous Service in connection with a Change in Control where
all of the unvested shares subject to your option become fully vested and exercisable immediately prior to the effective date of such Change in Control in accordance with the provisions of Section 1 above; 
  
 (c) twelve (12) months after the termination of your Continuous
Service due to your Disability; 
  
 (d) eighteen (18)
months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates; 
  
 (e) the Expiration Date indicated in your Grant Notice; or 
  

(f) the day before the tenth (10th) anniversary of the Date of Grant. 
  
 Notwithstanding the foregoing, if your sale of the shares acquired upon exercise of your option would subject you to suit
under Section 16(b) of the Exchange Act, your option shall remain exercisable until the earlier of (i) the expiration of a period of ten (10) days after the date on which a sale of the shares by you would no longer be subject to such suit, (ii) the
expiration of the one hundred and ninetieth (190th) day after your termination of Continuous Service, or (iii) the Expiration Date indicated in your Grant Notice. 
  

 2. 








 7. EXERCISE. 
  
 (a) You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice
so permits) during its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business
hours, together with such additional documents as the Company may then require. 
  
 (b) By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax
withholding obligation of the Company arising by reason of (1) the exercise of your option, (2) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (3) the disposition of shares
of Common Stock acquired upon such exercise. 
  
 8.
TRANSFERABILITY. Your option is not transferable, except (i) by will or by the laws of descent and distribution, (ii) with the prior written approval of the Company, by instrument to an inter vivos or testamentary trust, in a form
accepted by the Company, in which the option is to be passed to beneficiaries upon the death of the trustor (settlor) and (iii) with the prior written approval of the Company, by gift, in a form accepted by the Company, to a permitted transferee
under Rule 701 of the Securities Act. 
  
 9.
OPTION NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way
whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their
respective shareholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate. 
  
 10. WITHHOLDING OBLIGATIONS. 
  
 (a) At the time you exercise your option, in whole or in part, or at
any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision as directed by the Company (including by means of a “cashless
exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent directed by the Company), for any sums required to satisfy the federal, state, local and foreign tax withholding obligations
of the Company or an Affiliate, if any, which arise in connection with your option. 
  
 (b) The Company may, in its sole discretion, and in compliance with any applicable conditions or restrictions of law, withhold from fully vested shares of Common Stock otherwise issuable to you upon the
exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in 
  

 3. 








 excess of the minimum amount of tax required to be withheld by law. Any adverse consequences to you arising in connection
with such share withholding procedure shall be your sole responsibility. 
  
 (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though
your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein. 
  
 (d) If any payment or benefit you would receive pursuant to a Change
in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999
of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to
the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the
highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits
constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless you elect in writing a different order (provided, however, that such election shall be
subject to Company approval if made on or after the effective date of the event that triggers the Payment): reduction of cash payments; cancellation of accelerated vesting of Stock Awards; reduction of employee benefits. In the event that
acceleration of vesting of Stock Award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of your Stock Awards (i.e., earliest granted Stock Award cancelled last) unless you elect
in writing a different order for cancellation. 
  
 The accounting
firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor
for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the
determinations by such accounting firm required to be made hereunder. 
  
 The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to
a Payment is triggered (if requested at that time by you or the Company) or such other time as requested by you or the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the
application of the Reduced Amount, it shall furnish you and the Company with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder
shall be final, binding and conclusive upon you and the Company, except as specified below. 
  

 4. 








 If, notwithstanding any reduction described in this Section 10, the IRS determines that you are liable
for the Excise Tax as a result of the receipt of the payment of benefits as described above, then you shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that you challenge the final
IRS determination, a final judicial determination, a portion of the payment equal to the “Repayment Amount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if any, as shall be required to be
paid to the Company so that your net after-tax proceeds with respect to any payment of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount
with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in your net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant
to this paragraph, you shall pay the Excise Tax. 
  
 Notwithstanding any other provision of this Section 10, if (i) there is a reduction in the payment of benefits as described in this Section 10, (ii) the IRS later determines that you are liable for the Excise Tax, the payment of which would
result in the maximization of your net after-tax proceeds (calculated as if your benefits had not previously been reduced), and (iii) you pay the Excise Tax, then the Company shall pay to you those benefits which were reduced pursuant to this
section contemporaneously or as soon as administratively possible after you pay the Excise Tax so that your net after-tax proceeds with respect to the payment of benefits is maximized. 
  
 11. NOTICES. Any notices provided for in your option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided
to the Company. 
  
 12. Governing Plan Document. Your
option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control. 
  

 5. 








 Form of Stock Option Grant Notice (initial grants) 







 CRYOCOR, INC. 
 STOCK OPTION GRANT NOTICE 
  
 INITIAL GRANT 
 (2005 Non-Employee Directors’ Stock Option Plan) 
  
 CryoCor, Inc. (the “Company”), pursuant to its 2005 Non-Employee Directors’ Stock Option Plan (the “Plan”), hereby grants to Optionholder an
option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement, the Plan and the Notice of Exercise, all of
which are attached hereto and incorporated herein in their entirety. 
  

			
	Optionholder:	    	__________________________________________
		
	Date of Grant:	    	__________________________________________
		
	Number of Shares Subject to Option:	    	__________________________________________
		
	Exercise Price (Per Share):	    	__________________________________________
		
	Total Exercise Price:	    	__________________________________________
		
	Expiration Date:	    	The day before the 10th anniversary of the Date of
Grant

  

			
	Type of Grant:	  	Nonstatutory Stock Option
		
	Exercise Schedule:	  	Same as Vesting Schedule
		
	Vesting Schedule:	  	1/36th of the shares vest each month following the Date of
Grant.
		
	Payment:	  	By one or a combination of the following items (described in the Plan and/or Stock Option Agreement):
		
	 	  	  ̈        By cash or check

		
	 	  	  ̈        Pursuant to a Regulation T Program if the Shares are publicly traded

		
	 	  	  ̈        By delivery of already-owned shares if the Shares are publicly traded

		
	 	  	  ̈        Net exercise if the Company has adopted FAS 123, as revised, at the time of such exercise


  
 Additional
Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Grant Notice, the Stock Option Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Grant
Notice, the Stock Option Agreement and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the
exception of (i) options previously granted and delivered to Optionholder under the Plan, and (ii) the following agreements only: 
  

			
	 OTHER AGREEMENTS:
	  	 _____________________________________________________________

		
	 	  	 _____________________________________________________________


  

							
	CRYOCOR, INC.	  	OPTIONHOLDER:
			
	By:	 	  

	  	

	 	 	Signature	  	Signature
				
	Title:	 	  

	  	Date:	 	  


				
	Date: 	 	  

	  	 	 	 

  

							
	ATTACHMENTS:	  	Stock Option Agreement, 2005 Non-employee Directors’ Stock Option Plan And Notice of Exercise








 Form of Stock Option Grant Notice (annual grants) 







 CRYOCOR, INC. 
 STOCK OPTION GRANT NOTICE 
 (2005 EQUITY INCENTIVE PLAN) 
  
 CryoCor, Inc. (the “Company”), pursuant to its 2005 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number
of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and
incorporated herein in their entirety. 
  

			
	 Optionholder:
	    	  


	 Date of Grant:
	    	  


	 Vesting Commencement Date:
	    	  


	 Number of Shares Subject to Option:
	    	  


	 Exercise Price (Per Share):
	    	  


	 Total Exercise Price:
	    	  


	 Expiration Date:
	    	  



  

					
	Type of Grant:	  	  ̈        Incentive Stock Option1
	  	  ̈        Nonstatutory Stock Option

		
	Exercise Schedule:	  	Same as Vesting Schedule
		
	Vesting Schedule:	  	[New Hire Awards: 1/4th of the shares vest one year after the Vesting Commencement Date and 1/48th of the shares vest monthly thereafter over the next three
years.]
		
	 	  	[Ongoing Awards to Exempt Employees: 1/48th of
the shares vest monthly after the Vesting Commencement Date.]
		
	 	  	[Ongoing Awards to Non-Exempt Employee: 1/8th
of the shares vest on the six month anniversary of the Date of Grant or Vesting Commencement Date (whichever is later) and 1/48th of the shares vest monthly thereafter over the next 42 months.]
		
	Payment:	  	By one or a combination of the following items (described in the Stock Option Agreement and/or the Plan):
		
	 	  	  ̈        By cash or check

		
	 	  	  ̈        Pursuant to a Regulation T Program if the Shares are publicly traded

		
	 	  	  ̈        By delivery of already-owned shares if the Shares are publicly traded

		
	 	  	  ̈        Net exercise if the Company has adopted FAS 123, as revised, at the time of such exercise


  
 Additional
Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Stock Option Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant,
this Stock Option Grant Notice, the Stock Option Agreement and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on
that subject with the exception of (i) options previously granted and delivered to Optionholder under the Plan, and (ii) the following agreements only: 
  

			
	 OTHER AGREEMENTS:
	  	 _____________________________________________________________

		
	 	  	 _____________________________________________________________




	1	If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value
(measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. 









							
	CRYOCOR, INC.	 	OPTIONHOLDER:
				
	By:	 	  

	 	 	 	  


	 	 	 Signature
	 	 	 	Signature
	Title:	 	  

	 	Date:	 	  


	Date:	 	  

	 	 	 	 

  
 ATTACHMENTS: Stock Option Agreement, 2005 Equity Incentive Plan and Notice of Exercise