**Exhibit 10.15**

 

**MEDICALCV, INC.**

STOCK OPTION AGREEMENT

PURSUANT TO 1993 DIRECTOR STOCK OPTION PLAN

(As Adopted November 5, 1993, and as Amended December 1, 1997and November 13, 1999)

 

Option No.: C-        

 

ThisAGREEMENT is dated as of             ,and is entered into by and between MedicalCV, Inc., a Minnesotacorporation (the “Company”) and             (the “Optionee”).

 

W I T N E S S E T H :

 

1.                                       Grantof Option.  Pursuant to theprovisions of the MedicalCV, Inc. 1993 Director Stock Option Plan (the “Plan”)and subject to shareholder approval of the Plan in accordance with theprovisions of Rule 16b-3 under the Securities Exchange Act of 1934and to the additional conditions set forth herein, the Optionee has beenautomatically granted on the date hereof the right and option to purchase fromthe Company all or a part of an aggregate of 7,000 shares of CommonStock ($.01 par value) of the Company (the “Stock”) at the purchase price of             (the “Option”).  The Option does notconstitute an incentive stock option within the meaning of Section 422 ofthe Internal Revenue Code of 1986.

 

2.                                       Termsand Conditions.  It is understood andagreed that the option evidenced hereby is subject to the following terms andconditions and to the terms and conditions of the Plan:

 

(a)                                  ExpirationDate.  Subject to the provisions of Section 5(c) ofthe Plan, the option shall expire             .

 

(b)                                 Exerciseof Option.  The Option shall becomeexercisable in full beginning on the later of (i) the first anniversary ofthe grant of the Option or (ii) the date on which the Plan is firstapproved by the shareholders of the Company in accordance with Rule 16b-3under the Exchange Act provided that the Optionee shall have maintainedContinuous Service as an outside director throughout such 12-monthperiod.  The Option shall be exercisableonly while the Optionee serves as an outside director of the Company, and for aperiod six (6) months after ceasing to be an outside director pursuant to Section 10hereof.  “Continuous Service” shall meanthe absence of any interruption or termination of service as a director.  Continuous Service as a director shall not beconsidered interrupted in the case of sick leave, military leave, or any otherleave approved by the Company’s Board of Directors.

 

Anyexercise shall be accompanied by a written notice to the Company specifying thenumber of shares as to which the option is being exercised.  Notation of any partial exercise shall bemade by the Company on Schedule I hereto.

 

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(c)                                  Paymentof Purchase Price Upon Exercise.  Atthe time of any exercise, the purchase price of the shares as to which thisoption is exercised shall be paid in cash to the Company, unless, in accordancewith the provisions of Section 9(b) of the Plan, the Board ofDirectors shall permit payment of the purchase price in another manner.

 

(d)                                 ExerciseUpon Death or Termination of Status as a Director.

 

(i)                                     Terminationof Status as a Director.  If theOptionee ceases to serve as a director, the Optionee may, but only within six (6) monthsafter the date the Optionee ceases to be an outside director of the Company,exercise his or her Option to the extent the Optionee was entitled to exerciseit at the date of such termination.  Tothe extent that the Optionee was not entitled to exercise an Option at the dateof such termination, or if the Optionee does not exercise such Option withinthe time specified herein, the Option shall terminate.

 

(ii)                                  Deathof Optionee.  In the event of thedeath of an Optionee occurring:

 

(A)                              duringthe term of the Option, and provided that the Optionee was at the time of deatha Director of the Company and had been in Continuous Service as a Directorsince the date of grant of the Option, the Option may be exercised, at any timewithin six (6) months following the date of death, by the Optionee’sestate or by a person who acquired the right to exercise the Option by bequestor inheritance, but only to the extent of the right to exercise that would haveaccrued had the Optionee continued living and remained in Continuous Service adirector for six (6) months after the date of death.

 

(B)                                withinthirty (30) days after the termination of Continuous Service as a director, theOption may be exercised, at any time within six (6) months following thedate of death, by the Optionee’s estate or by a person who acquired the rightto exercise the Option by bequest or inheritance, but only to the extent of theright to exercise that had accrued at the date of termination of ContinuousService as a director.

 

(e)                                  Non-Transferabilityof Options.  The Option may not besold, pledged, assigned, hypothecated, transferred, or disposed of in anymanner other than by will or by the laws of descent or distribution and may beexercised, during the lifetime of the Optionee, only by the Optionee.

 

(f)                                    AdjustmentsUpon Changes in Capitalization or Merger. The number of shares of Common Stock covered by this Option and theexercise price shall be proportionately adjusted for any increase or decreasein the number of issued and outstanding shares of Common Stock resulting from astock split, reverse stock split, stock dividend, combination orreclassification of the Common Stock, or any other increase or decrease in thenumber of issued shares of Common

 

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Stock effected withoutreceipt of consideration by the Company; provided, however, that conversion ofany convertible securities of the Company shall not be deemed to have been “effectedwithout receipt of consideration.” Such adjustment shall be made by the Board,whose determination in that respect shall be final, binding andconclusive.  Except as expressly providedherein or in the Plan, no issuance by the Company of shares of stock of anyclass, or securities convertible into shares of stock of any class, or optionsor rights to purchase shares of stock of any class shall affect, and noadjustment by reason thereof shall be made with respect to, the number or priceof shares of Common Stock subject to this Option.

 

In theevent of the proposed dissolution or liquidation of the Company, the Optionwill terminate immediately prior to the consummation of such proposed action,unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances,declare that the Option shall terminate as of a date fixed by the Board andgive the Optionee the right to exercise his or her Option as to all or any partof the Stock.  If the Board makes an Optionfully exercisable in the event of a merger or sale of assets, the Board shallnotify the Optionee that the Option shall be fully exercisable for a period often (10) days from the date of such notice, and the Option will terminateupon the expiration of such period.

 

(g)                                 NoRights as Shareholder.  The Optioneeshall have no rights as a shareholder with respect to any shares of Stocksubject to this Option prior to the date of issuance to him or her of acertificate or certificates for such shares.

 

(h)                                 NoRight to Continued Status as a Director. This Option shall not confer upon the Optionee any right with respect tocontinued status as a director of the Company, nor shall it interfere in anyway with the right of the Company or the shareholders to terminate his or herstatus as a director at any time.

 

(i)                                     Compliancewith Law and Regulations.  ThisOption and the obligation of the Company to sell and deliver shares hereundershall be subject to all applicable federal and state laws, rules andregulations and to such approvals by any government or regulatory agency as maybe required.  The Company shall not berequired to issue or deliver any certificates for shares of Stock prior to (i) compliancewith the regulations of the NASD or any stock exchange on which the Stock maythen be listed and (ii) the completion of any registration orqualification of such shares under any federal or state law, or any rule orregulation of any government body which the Company shall, in its solediscretion, determine to be necessary or advisable.  Moreover, this Option may not be exercised ifits exercise or the receipt of shares of Stock pursuant hereto would becontrary to applicable law.

 

3.                                       InvestmentRepresentation.  As a condition tothe exercise of the Option, the Company may require the person exercising theOption to represent and warrant at the time of exercise that the shares arebeing purchased only for investment and without any present intention to sellor distribute such shares, if, in the opinion of counsel for the Company, sucha representation is required by any relevant provisions of law.  The shares may be issued with

 

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appropriate legends onstock certificates representing the shares, and the Company may place stoptransfer orders with respect to the shares.

 

4.                                       OptioneeBound by Plan.  The Optionee herebyacknowledges receipt of a copy of the Plan and agrees to be bound by all theterms and provisions thereof.

 

5.                                       Notices.  Any notice hereunder to the Company shall beaddressed to it at its principal executive offices, located at 9605 WestJefferson Trail, Inver Grove Heights, Minnesota 55077; and any notice hereunderto the Optionee shall be addressed to him or her at the address set forthbelow; subject to the right of either party to designate at any time hereunderin writing some other address.

 

6.                                       Counterparts.  This Agreement may be executed in twocounterparts each of which shall constitute one and the same instrument.

 

INWITNESS WHEREOF, MedicalCV, Inc. has caused this Agreement to be executedby its President or a Vice President and the Optionee has executed thisAgreement, both as of the day and year first above written.

 

 
|                          | MEDICALCV, INC. |
|-------------------------------|-----------------|
|                          |            |
|                          |            |
|                          | By:             |   |
|                          | President       |
|                          |            |
|                          |            |   |
| Optionee  (signature)         |            |
|                          |            |
|                          |            |
| Name and address  of Optionee |            |
|                               |                 |  |  |

 

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SCHEDULE I - NOTATIONS AS TO PARTIAL EXERCISE

 
| **Date of Exercise** | ** ** | **Number of  Purchased  Shares** | ** ** | **Balance of  Shares on  Option** | ** ** | **Authorized  Signature** | ** ** | **Notation Date** |
|----------------------|------------|----------------------------------|------------|-----------------------------------|------------|---------------------------|------------|-------------------|
|                 |       |                             |       |                              |       |                      |       |              |
|                 |       |                             |       |                              |       |                      |       |              |
|                 |       |                             |       |                              |       |                      |       |              |
|                 |       |                             |       |                              |       |                      |       |              |

 

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