**Exhibit 10.14**

 

**MedicalCV, INC.**

**1997 STOCK OPTION PLAN**

**(As Approved by Shareholders December 13,1997)**

 

**NON-QUALIFIED STOCK OPTION AGREEMENT**

 
| Option No: N |   | Date of Grant: D |
|--------------|--------|------------------|

 

**THISAGREEMENT,**entered into as of D (the “Grant Date”), isby and between X (the “Optionee”) and MedicalCV, Inc. (the “Company”).

 

**WHEREAS,**theCompany has established and maintains the MedicalCV, Inc.  1997 Stock Option Plan (the “Plan”), which isincorporated into and forms a part of this Agreement.

 

**WHEREAS,**theCompany has determined that the Optionee is an Eligible Individual and wishesto grant the Optionee n Award pursuant to the terms of the Plan.

 

**NOW,THEREFORE, IT IS AGREED,**by and between the Company and theOptionee, as follows:

 

1.                                       Awardof Stock Option.  The Company herebygrants to the Optionee a non-qualified stock option (the “Option”) to purchase Yshares of Common Stock of the Company (the “Covered Shares”) at an exerciseprice of $P per share (the “Exercise Price”).

 

2.                                       Non-QualifiedOption.  The Option granted hereunderis a Non-Qualified Option.  It is notintended to be an “incentive stock option” as that term is described in Section 422(b) ofthe Internal Revenue Code.

 

3.                                       Vesting.  The Option shall be 100% vested and fullyexercisable in accordance with the terms of this Agreement and the Plan fromthe Grant Date through the Expiration Date.

 

4.                                       Expiration.  Subject to earlier termination as hereinafterprovided, and the provisions of Section 11 of the Plan, this option shallexpire on E.

 

5.                                       Termination.  This Option shall terminate:

 

(a)                                  upontermination of Optionee’s employment for cause, as determined by the Board ofdirectors of the Company;

 

(b)                                 three(3) months following the termination of Optionee’s employment with theCompany; provided, however, that if Optionee shall die within three (3) monthsafter such termination, this Option may be exercised by the person who islegally entitled to exercise this Option for a period of nine (9) monthsfollowing the earlier of the date of death or the expiration date of theOption;

 

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(c)                                  theearlier of the one (1) year following the date of Optionee’s death or theexpiration date of this Option in accordance with the terms of Section 11.2.2of the Plan; or

 

(d)                                 theearlier of one (1) year following Optionee’s disability or the expirationdate of the Option, in accordance with the terms of Section 11.2.1 of thePlan.

 

For all events, Optioneemay only exercise this Option to the extent it was exercisable on the date of termination,disability or death.

 

6.                                       Exercisingthe Option.

 

(a)                                  Notice.Subject to the terms of this Agreement and the Plan, the Option may beexercised in while or in part by filing written notice with the Secretary ofthe Company at its corporate headquarters prior to the Expiration Date.  Such notice shall specify the number ofCovered Shares which the Optionee elects to purchase, and shall be accompaniedby payment in full of the Exercise Price for such Covered Shares, together withpayment of or provision for any withholding requirements as specified in Section 7.

 

(b)                                 Paymentof Exercise Price.  Payment of theExercise Price shall be by cash or by cashier’s check payable to theCompany.  Except as otherwise provided bythe Committee before the Option is exercised: (i) all or a portion of theExercise Price may be paid by the Optionee by delivery of shares or byattestation of Stock owned buy the Optionee and acceptable to the Committeehaving an aggregated Fair Market Value (valued as of the date of exercise) thatis equal to the amount if cash that would otherwise be required, and (ii) theOptionee may pay the Exercise Price by irrevocably authorizing a third party tosell shares of Stock (or a sufficient portion of the shares) acquired uponexercise of the Option and remit to the Company a sufficient portion of thesale proceeds to pay the entire Exercise Price and any tax withholdingresulting from such exercise.

 

(c)                                  Notationon Schedule I.  Notation of anypartial exercise shall be made by the Company on Schedule I attachedhereto.

 

(d)                                 Compliancewith Securities Laws.  The Optionshall not be exercisable if and to the extent the Company determines that suchexercise would violate applicable state or Federal securities laws or the rules andregulations of any securities exchange on which the Stock is traded.  If the Company makes such a determination, itshall use all reasonable efforts to Obtain compliance with such laws, rules orregulations.  In making any determinationhereunder, the Company may rely on the opinion of counsel for the Company.

 

7.                                       Withholding.  All deliveries and distributions under thisAgreement are subject to withholding of all applicable taxes.  At the election of the Optionee, and subjectto such rules

 

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and limitations as may beestablished by the Committee from time to time, such withholding obligationsmay be satisfied through cash payment by the Optionee, through the surrender ofshares of Stock which the Optionee already owns, or through the surrender ofshares of Stock to which the Optionee is otherwise entitled pursuant to theexercise of the Option.

 

8.                                       Transferability.  Except as otherwise provided in this Section 8,the Option is not transferable other than as designated by the Optionee by willor by the laws of descent and distribution, and during the Optionee’s life, maybe exercised only by the Optionee.

 

9.                                       Heirsand Successors.  This Agreement shallbe binding upon, and inure to the benefit of, the Company and its successorsand assigns, and upon any person acquiring, whether by merger, consolidation,purchase of assets or otherwise, all or substantially all the Company’s assetsand business.  If any rights exercisableby the Optionee or benefits deliverable to the Optionee under this Agreementhave not been exercised or delivered, respectively, at the time of the Optionee’sdeath, such rights shall be exercisable by the Designated Beneficiary, and suchbenefits shall be delivered to the Designated Beneficiary, in accordance withthe provisions of this Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiariesdesignated by the Optionee in a writing filed with the Committee in such formand at such time as the Committee shall require.  If a deceased Optionee fails to designate abeneficiary, or if the designated Beneficiary does not survive the Optionee,any rights that would have been exercisable by the Optionee and any benefitsdistributable to the Optionee shall be exercised by or distributed to the legalrepresentative of the estate of the Optionee. If a deceased Optionee designates a beneficiary but the DesignatedBeneficiary dies before the Designated Beneficiary’s exercise of all rightsunder this Agreement or before the complete distribution of benefits to theDesignated Beneficiary under this Agreement, then any rights that would havebeen exercisable by the Designated Beneficiary shall be exercised by the legalrepresentative of the estate of the Designated Beneficiary, and any benefitsdistributable to the Designated Beneficiary shall be distributed to the legalrepresentative of the estate of the Designated Beneficiary.

 

10.                                 Administration.Theauthority to manage and control the operation and administration of theAgreement shall be vested in the Committee, and the Committee shall have allpowers with respect to this Agreement as it has with respect to the Plan.  Any interpretation of the Agreement by theCommittee and any decision made by it with respect to the Agreement is finaland binding on all persons.

 

11.                                 PlanGoverns. Notwithstanding anything in this Agreement to the contrary, theterms of this Agreement and the Option shall be subject to the terms of thePlan, a copy of which may be obtained by the Optionee from the office of theSecretary of the Company.  This Agreementis subject to all interpretations, amendments, rules and regulationspromulgated by the Committee from time to time pursuant to the Plan.

 

12.                                 NoRight to Continued Employment. The Option will not confer on the Optioneeany right with respect to continuance of employment or other service with theCompany or any Subsidiary, nor will it interfere in any way with any right theCompany or any Subsidiary would

 

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otherwise have toterminate or modify the terms of such Optionee’s employment or other service atany time.

 

13.                                 Notices.  Any written notices provided for in thisAgreement or the Plan shall be in writing and shall be deemed sufficient ifdelivered by hand, or sent by fax, overnight courier, or by postage paid firstclass mail.  Notices sent by mail shallbe deemed received three business days after mailed but in no event later thanthe date of actual receipt.  Noticesshall be directed, if to the Optionee, at the Optionee’s address indicated bythe Company’s records, or if to the Company, at the Company’s principalexecutive office.

 

14.                                 FractionalShares.  In lieu of issuing afraction of a share upon any exercise of the Option, resulting from an adjustmentof the Option pursuant to Section 12.3 of the Plan or otherwise, theCompany will be entitled to pay to the Optionee an amount equal to the FairMarket Value of such fractional share.

 

15.                                 NoRights As Shareholder.  The Optioneeshall not have any rights of a shareholder with respect to the shares subjectto the Option, until a stock certificate has been duly issued followingexercise of the Option as provided herein. The Optionee shall have no voting rights and shall not receive anydividends paid or any dividend equivalent payments before the stock certificateis issued.

 

16.                                 Amendment.  This Agreement may be amended by writtenagreement of the Optionee and the Company, without the consent of any otherperson.

 

17.                                 Definitions  Defined terms not otherwise set forth anddefined herein shall have the meaning ascribed them in the Plan.

 

**INWITNESS WHEREOF,** the Optionee has executed this Agreement,and the Company has caused these presents to be executed in its name and on itsbehalf, all as of the Grant Date.

 
|                          | **MedicalCV,  INC.** |
|-------------------------------|----------------------|
|                          |                 |
| ** **                    | ** **           | By: |   |   |
| Optionee  (signature)         | President            |   |
|                          |                 |
| 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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