exv10w17






Exhibit 10.17




AURORA DIAGNOSTICS, INC.




NONSTATUTORY STOCK OPTION AWARD CERTIFICATE




Non-transferable




G R A N T   T O



 



(“Optionee”)




the right to purchase from Aurora Diagnostics, Inc. (the “Company”)




                     shares of its common stock, $0.01 par value, at the price of $      per share (the “Option”)


pursuant to and subject to the provisions of the Aurora Diagnostics, Inc. 2010 Incentive Plan (the
“Plan”) and to the terms and conditions set forth on the following pages (the “Terms and
Conditions”). By accepting the Option, Optionee shall be deemed to have agreed to the Terms and
Conditions set forth in this Award Certificate and the Plan. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Plan.



Unless vesting is accelerated as provided in Section 1 of the Terms and Conditions, the Option
shall vest (become exercisable) in accordance with the following schedule, provided that Optionee
remains in Continuous Service on each applicable vesting date:




	 	 	 	 	 
	Continuous Service	 	 	 
	after Grant Date	 	Percent of Option Shares Vested	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 




IN WITNESS WHEREOF, Aurora Diagnostics, Inc., acting by and through its duly authorized officers,
has caused this Award Certificate to be duly executed.




	 	 	 	 	 	 	 	 	 	 	 

	AURORA DIAGNOSTICS, INC.	 	 	 	Grant Date:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	*SAMPLE DOCUMENT*	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Its:

	 	Authorized Officer	 	 	 	 	 	 	 	 






 









 





2010 Stock Option Grant – Employees




TERMS AND CONDITIONS



1. Vesting of Option. The Option shall vest (become exercisable) in accordance with the
schedule shown on the cover page of this Award Certificate. Notwithstanding the foregoing vesting
schedule, the Option shall become fully vested and exercisable (i) upon a Change in Control if the
Option is not assumed by the Surviving Entity or otherwise equitably converted or substituted in
connection with the Change in Control in a manner approved by the Committee or the Board, or (ii)
if the Option is assumed by the Surviving Entity or otherwise equitably converted or substituted in
connection with the Change in Control, upon the termination of Optionee’s employment by the Company
without Cause (or Optionee’s resignation for Good Reason as provided in any employment, severance
or similar agreement, if applicable) within one year after the Change in Control.



2. Term of Option and Limitations on Right to Exercise. The term of the Option will be
for a period of ten years, expiring at 5:00 p.m., Eastern Time, on the tenth anniversary of the
Grant Date (the “Expiration Date”). To the extent not previously exercised, the vested Option will
lapse prior to the Expiration Date upon the earliest to occur of the following circumstances:




     (a) Three (3) months after the date of termination of Optionee’s Continuous Service for any
reason other than (i) for Cause, or (ii) by reason of Optionee’s death or Disability.



     (b) Twelve (12) months after the date of termination of Optionee’s Continuous Service by
reason of Optionee’s Disability.



     (c) Twelve (12) months after the date of Optionee’s death, if Optionee dies while employed, or
during the three-month period described in subsection (a) above or during the twelve-month period
described in subsection (b) above and before the Option otherwise expires.



     (d) Immediately upon the date of termination of Optionee’s Continuous Service by the Company
for Cause.


If Optionee or his or her beneficiary exercises an Option after termination of his or her
Continuous Service, the Option may be exercised only with respect to the Shares that were otherwise
vested on the date of Optionee’s termination of Continuous Service, including Option Shares vested
by acceleration under Section 1.



3. Exercise of Option. The Option shall be exercised by (a) written notice directed to
the Secretary of the Company or his or her designee at the address and in the form specified by the
Secretary from time to time and (b) payment to the Company in full for the Shares subject to such
exercise (unless the exercise is a broker-assisted cashless exercise, as described below). If the
person exercising an Option is not Optionee, such person shall also deliver with the notice of
exercise appropriate proof of his or her right to exercise the Option. Payment for such Shares
shall be (a) in cash, (b) by delivery (actual or by attestation) of Shares previously acquired by
the purchaser, (c) by withholding of Shares from the Option, or (d) any combination thereof, for
the number of Shares specified in such written notice. The value of Shares surrendered or withheld
for this purpose shall be the Fair Market Value as of the last trading day immediately prior to the
exercise date. To the extent permitted under Regulation T of the Federal Reserve Board, and
subject to applicable securities laws and any limitations as may be applied from time to time by
the Committee (which need not be uniform), the Option may be exercised through a broker in a
so-called “cashless exercise” whereby the broker sells the Option Shares on behalf of Optionee and
delivers cash sales proceeds to the Company in payment of the exercise price.



4. Withholding. The Company or any employer Affiliate has the authority and the right to
deduct or withhold, or require Optionee to remit to the employer, an amount sufficient to satisfy
federal, state, and local taxes (including Optionee’s FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of the exercise of the Option. The
withholding requirement may be satisfied, in whole or in part, at the election of the Company, by
withholding from the Option Shares having a Fair Market Value on the date of withholding equal to
the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in
accordance with such procedures as the Company establishes. The obligations of the Company under
this Award Certificate will be conditional on such payment or arrangements, and the Company, and,
where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to Optionee.




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2010 Stock Option Grant — Employees



5. Limitation of Rights. The Option does not confer to Optionee or Optionee’s beneficiary
designated pursuant to the Plan any rights of a shareholder of the Company unless and until Shares
are in fact issued to such person in connection with the exercise of the Option. Nothing in this
Award Certificate shall interfere with or limit in any way the right of the Company or any
Affiliate to terminate Optionee’s service at any time, nor confer upon Optionee any right to
continue in the service of the Company or any Affiliate.



6. Restrictions on Transfer and Pledge. No right or interest of Optionee in the Option
may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or
an Affiliate, or shall be subject to any lien, obligation, or liability of Optionee to any other
party other than the Company or an Affiliate. The Option is not assignable or transferable by
Optionee other than by will or the laws of descent and distribution; provided, however, that the
Committee may (but need not) permit other transfers. The Option may be exercised during the
lifetime of Optionee only by Optionee or any permitted transferee.



7. Restrictions on Issuance of Shares. If at any time the Committee or the Board shall
determine in its discretion, that registration, listing or qualification of the Shares covered by
the Option upon any Exchange or under any foreign, federal, or local law or practice, or the
consent or approval of any governmental regulatory body, is necessary or desirable as a condition
to the exercise of the Option, the Option may not be exercised in whole or in part unless and until
such registration, listing, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Committee or the Board.



8. Plan Controls. The terms contained in the Plan are incorporated into and made a part
of this Award Certificate and this Award Certificate shall be governed by and construed in
accordance with the Plan. In the event of any actual or alleged conflict between the provisions of
the Plan and the provisions of this Award Certificate, the provisions of the Plan shall be
controlling and determinative.



9. Successors. This Award Certificate shall be binding upon any successor of the Company,
in accordance with the terms of this Award Certificate and the Plan.



10. Notice. Notices hereunder must be in writing, delivered personally or sent by
registered or certified U.S. mail, return receipt requested, postage prepaid. Notices to the
Company must be addressed to Aurora Diagnostics, Inc., 11025 RCA Center Drive, Suite 300, Palm
Beach Gardens, FL 33410; Attn: Secretary, or any other address designated by the Company in a
written notice to Optionee. Notices to Optionee will be directed to the address of Optionee then
currently on file with the Company, or at any other address given by Optionee in a written notice
to the Company.



11. Compensation Recoupment Policy. The Option shall be subject to the terms and
conditions of any compensation recoupment policy adopted from time to time by the Board or any
committee of the Board, to the extent such policy is applicable.





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