Form of 2007 Stock Option Agreement



 Exhibit 10.51 
 Option No.              
 AMEDICA
CORPORATION 
 Stock Option Grant Notice 
 Stock Option Grant under the Company’s 
 2007 Employee, Director and Consultant Equity Incentive Plan

  

					
			
	1.	  	Name and Address of Participant:	  	  
  
  
  
  

			
	2.	  	Date of Option Grant:	  	  

			
	3.	  	Type of Grant:	  	  

			
	4.	  	Maximum Number of Shares for which this Option is exercisable:	  	  

			
	5.	  	Exercise (purchase) price per share:	  	  

			
	6.	  	Option Expiration Date:	  	  

			
	7.	  	Vesting Start Date:	  	  

		
	8.	  	Vesting Schedule: This Option shall become exercisable (and the Shares issued upon exercise shall be vested) as follows:

 [Insert Vesting Schedule] 
 Notwithstanding the foregoing in the event of a Change of Control as defined in the Plan, the Option shall become vested in accordance with the terms and conditions set forth in
Section 24(f) of the Plan. 
 The Company and the Participant acknowledge receipt of this Stock Option Grant Notice and agree to the
terms of the Stock Option Agreement attached hereto and incorporated by reference herein, the Company’s 2007 Employee, Director and Consultant Equity Incentive Plan and the terms of this Option Grant as set forth above. 
  

			
	AMEDICA CORPORATION
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	  

	Participant









 AMEDICA CORPORATION 
 STOCK OPTION AGREEMENT- INCORPORATED TERMS AND CONDITIONS 
 AGREEMENT made as
of the date of grant set forth in the Stock Option Grant Notice between Amedica Corporation (the “Company”), a Delaware corporation, and
                     (the “Participant”). 
 WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its common stock, $0.01 par value per share (the “Shares”), under and for the purposes set forth
in the Company’s 2007 Employee, Director and Consultant Equity Incentive Plan (the “Plan”); 
 WHEREAS, the
Company and the Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan; and 
 WHEREAS, the Company and the Participant each intend that the Option granted herein shall be of the type set forth in the Stock Option Grant Notice. 
 NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows: 
 1. GRANT OF OPTION. 
 The Company hereby grants to the Participant the right and option to purchase all or any part of an aggregate of the number of shares set forth in the Stock Option Grant Notice, on the terms and
conditions and subject to all the limitations set forth herein, under United States securities and tax laws, and in the Plan, which is incorporated herein by reference. The Participant acknowledges receipt of a copy of the Plan. 
 2. EXERCISE PRICE. 
 The exercise price of the Shares covered by the Option shall be the amount per Share set forth in the Stock Option Grant Notice, subject to adjustment, as provided in the Plan, in the event of a stock split, reverse
stock split or other events affecting the holders of Shares after the date hereof (the “Exercise Price”). Payment shall be made in accordance with Paragraph 9 of the Plan. 
 3. EXERCISABILITY OF OPTION. 
 Subject to the terms and conditions set forth in this Agreement and the Plan, the Option granted hereby shall become exercisable as set forth in the Stock Option Grant Notice which rights are cumulative and are
subject to the other terms and conditions of this Agreement and the Plan. 







 4. TERM OF OPTION. 
 This Option shall terminate ten years from the date of this Agreement or, if this Option is designated in the Stock Option Grant Notice as
an ISO and the Participant owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier
termination as provided herein or in the Plan. 
 If the Participant ceases to be an employee, director or consultant of the
Company or of an Affiliate for any reason other than the death or Disability of the Participant, or termination of the Participant for Cause, the Option may be exercised, if it has not previously terminated, within three months after the date the
Participant ceases to provide service to the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the Option shall be
exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of service. 
 If this Option is designated in the Stock Option Grant Notice as an ISO and the Participant ceases to be an employee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an
Affiliate as a consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Participant is no longer providing services to the Company. In such case, this Option shall
automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Participant’s employment and this Option shall continue on the same terms and conditions set forth herein until such
Participant is no longer providing service to the Company or an Affiliate. 
 Notwithstanding the foregoing, in the event of
the Participant’s Disability or death within three months after the termination of service, the Participant or the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s termination of
service, but in no event after the date of expiration of the term of the Option. 
 In the event the Participant’s
service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option shall cease immediately as of the time the Participant is notified his or her service is terminated for
Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that,
either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon
terminate. 
 In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall
be exercisable within one year after the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable: 
  

	 	(a)	to the extent that the Option has become exercisable but has not been exercised as of the date of Disability; and 

  

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	 	(b)	in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of Disability of any additional vesting rights that would have
accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. 

 In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option
shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: 
  

	 	(x)	to the extent that the Option has become exercisable but has not been exercised as of the date of death; and 

  

	 	(y)	in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have
accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death. 

 5. METHOD OF EXERCISING OPTION. 
 Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice
shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the Exercise Price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The
Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems
necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of
the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the
Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4
hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall
be fully paid and nonassessable. 
  

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 6. PARTIAL EXERCISE. 
 Exercise of this Option to the extent above stated may be made in part at any time and from time to time within the above limits, except
that no fractional share shall be issued pursuant to this Option. 
 7. NON-ASSIGNABILITY. 
 The Option shall not be transferable by the Participant otherwise than by will or by the laws of descent and distribution. If this Option
is a Non-Qualified Option then it may also be transferred pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder and the Participant, with the
approval of the Administrator, may transfer the Option for no consideration to or for the benefit of the Participant’s Immediate Family (including, without limitation, to a trust for the benefit of the Participant’s Immediate Family or to
a partnership or limited liability company for one or more members of the Participant’s Immediate Family), subject to such limits as the Administrator may establish, and the transferee shall remain subject to all the terms and conditions
applicable to the Option prior to such transfer and each such transferee shall so acknowledge in writing as a condition precedent to the effectiveness of such transfer. The term “Immediate Family” shall mean the Participant’s spouse,
former spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers, nieces, nephews and grandchildren (and, for this purpose, shall also include the Participant.). Except as provided above in this paragraph, the Option shall
be exercisable, during the Participant’s lifetime, only by the Participant (or, in the event of legal incapacity or incompetency, by the Participant’s guardian or representative) and shall not be assigned, pledged or hypothecated in any
way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder
contrary to the provisions of this Section 7, or the levy of any attachment or similar process upon the Option shall be null and void. 
 8. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. 
 The Participant shall have no rights as
a stockholder with respect to Shares subject to this Agreement until registration of the Shares in the Company’s share register in the name of the Participant. Except as is expressly provided in the Plan with respect to certain changes in the
capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to the date of such registration. 
 9. ADJUSTMENTS. 
 The Plan contains provisions covering the
treatment of Options in a number of contingencies such as stock splits and mergers. Provisions in the Plan for adjustment with respect to stock subject to Options and the related provisions with respect to successors to the business of the Company
are hereby made applicable hereunder and are incorporated herein by reference.  
  

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 10. TAXES. 
 The Participant acknowledges that any income or other taxes due from him or her with respect to this Option or the Shares issuable pursuant to this Option shall be the Participant’s
responsibility. The Participant acknowledges and agrees that (i) the Participant was free to use professional advisors of his or her choice in connection with this Agreement, has received advice from his or her professional advisors in
connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress; (ii) the Participant has not received and is not relying upon any advice, representations or
assurances made by or on behalf of the Company or any Affiliate or any employee of or counsel to the Company or any Affiliate regarding any tax or other effects or implications of the Option, the Shares or other matters contemplated by this
Agreement and (iii) neither the Company its Affiliates, nor any of its officers or directors, shall be held liable for any applicable costs, taxes, or penalties associated with the Option if, in fact, the Internal Revenue Service were to
determine that the Option constitutes deferred compensation under Section 409A of the Code. 
 If this Option is
designated in the Stock Option Grant Notice as an ISO and there is a Disqualifying Disposition (as defined in Section 15 below) or if the Option is converted into a Non-Qualified Option and such Non-Qualified Option is exercised, the
Participant agrees that the Company may withhold from the Participant’s remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in
such person’s gross income. At the Company’s discretion, the amount required to be withheld may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to the Participant on exercise of the Option. The
Participant further agrees that, if the Company does not withhold an amount from the Participant’s remuneration sufficient to satisfy the Company’s income tax withholding obligation, the Participant will reimburse the Company on demand, in
cash, for the amount under-withheld. 
 11. PURCHASE FOR INVESTMENT. 
 Unless the offering and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered
under the Securities Act of 1933, as now in force or hereafter amended (the “1933 Act”), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled:

  

	 	(a)	 The person(s) who exercise the Option shall warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for their own
respective accounts, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall
be endorsed upon any certificate(s) evidencing the Shares issued pursuant to such exercise: 


  

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 “The shares represented by this certificate have been taken for investment and they
may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the
Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws;” and 

(b) If the Company so requires, the Company shall have received an opinion of its counsel that the Shares may be issued upon such
particular exercise in compliance with the 1933 Act without registration thereunder. Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the
Company deems necessary under any applicable law (including without limitation state securities or “blue sky” laws). 
 12. RESTRICTIONS ON TRANSFER OF SHARES. 
 12.1 The Participant agrees that in the event the Company proposes
to offer for sale to the public any of its equity securities and such Participant is requested by the Company and any underwriter engaged by the Company in connection with such offering to sign an agreement restricting the sale or other transfer of
Shares, then it will promptly sign such agreement and will not transfer, whether in privately negotiated transactions or to the public in open market transactions or otherwise, any Shares or other securities of the Company held by him or her during
such period as is determined by the Company and the underwriters, not to exceed 180 days following the closing of the offering, plus such additional period of time as may be required to comply with Marketplace Rule 2711 of the National Association
of Securities Dealers, Inc. or similar rules thereto (such period, the “Lock-Up Period”). Such agreement shall be in writing and in form and substance reasonably satisfactory to the Company and such underwriter and pursuant to customary
and prevailing terms and conditions. Notwithstanding whether the Participant has signed such an agreement, the Company may impose stop-transfer instructions with respect to the Shares or other securities of the Company subject to the foregoing
restrictions until the end of the Lock-Up Period. 
 12.2 The Participant acknowledges and agrees that neither the Company,
its shareholders nor its directors and officers, has any duty or obligation to disclose to the Participant any material information regarding the business of the Company or affecting the value of the Shares before, at the time of, or following a
termination of the employment of the Participant by the Company, including, without limitation, any information concerning plans for the Company to make a public offering of its securities or to be acquired by or merged with or into another firm or
entity. 
  

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 13. NO OBLIGATION TO MAINTAIN RELATIONSHIP. 
 The Company is not by the Plan or this Option obligated to continue the Participant as an employee, director or consultant of the Company
or an Affiliate. The Participant acknowledges: (i) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) that the grant of the Option is a one-time benefit which does not create any
contractual or other right to receive future grants of options, or benefits in lieu of options; (iii) that all determinations with respect to any such future grants, including, but not limited to, the times when options shall be granted, the
number of shares subject to each option, the option price, and the time or times when each option shall be exercisable, will be at the sole discretion of the Company; (iv) that the Participant’s participation in the Plan is voluntary;
(v) that the value of the Option is an extraordinary item of compensation which is outside the scope of the Participant’s employment or consulting contract, if any; and (vi) that the Option is not part of normal or expected
compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. 
 14. IF OPTION IS INTENDED TO BE AN ISO. 
 If this Option is designated in the Stock Option Grant Notice as an ISO so that the Participant (or the Participant’s Survivors) may qualify for the favorable tax treatment provided to
holders of Options that meet the standards of Section 422 of the Code then any provision of this Agreement or the Plan which conflicts with the Code so that this Option would not be deemed an ISO is null and void and any ambiguities shall be
resolved so that the Option qualifies as an ISO. Nonetheless, if the Option is determined not to be an ISO, the Participant understands that neither the Company nor any Affiliate is responsible to compensate him or her or otherwise make up for the
treatment of the Option as a Non-Qualified Option and not as an ISO. The Participant should consult with the Participant’s own tax advisors regarding the tax effects of the Option and the requirements necessary to obtain favorable tax treatment
under Section 422 of the Code, including, but not limited to, holding period requirements. 
 Notwithstanding the
foregoing, to the extent that the Option is designated in the Stock Option Grant Notice as an ISO and is not deemed to be an ISO pursuant to Section 422(d) of the Code because the aggregate fair market value (determined as of the date hereof)
of any of the Shares with respect to which this ISO is granted becomes exercisable for the first time during any calendar year in excess of $100,000, the portion of the Option representing such excess value shall be treated as a Non-Qualified Option
and the Participant shall be deemed to have taxable income measured by the difference between the then fair market value of the Shares received upon exercise and the price paid for such Shares pursuant to this Agreement. 
 15. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION OF AN ISO. 
 If this Option is designated in the Stock Option Grant Notice as an ISO then the Participant agrees to notify the Company in writing
immediately after the Participant makes a Disqualifying Disposition of any of the Shares acquired pursuant to the exercise of the ISO. A Disqualifying Disposition is defined in Section 424(c) of the Code and includes any disposition 

  

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(including any sale) of such Shares before the later of (a) two years after the date the Participant was granted the ISO or (b) one year after the
date the Participant acquired Shares by exercising the ISO, except as otherwise provided in Section 424(c) of the Code. If the Participant has died before the Shares are sold, these holding period requirements do not apply and no Disqualifying
Disposition can occur thereafter. 
 16. NOTICES. 
 Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile,
registered or certified mail, return receipt requested, addressed as follows: 
 If to the Company: 
 Amedica Corporation 
 615 Arapeen Drive, Suite 302 
 Salt Lake City, Utah 84108 
 Attention: Chief Financial Officer 
 If to
the Participant at the address set forth on the Stock Option Grant Notice 
 or to such other address or addresses of which notice in the same
manner has previously been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered or certified
mail. 
 17. GOVERNING LAW. 
 This Agreement shall be construed and enforced in accordance with the law of the State of Delaware, without giving effect to the conflict of law principles thereof. For the purpose of
litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction in Utah and agree that such litigation shall be conducted in the state courts of Salt Lake City, Utah or the federal courts of the United
States for the District of Utah. 
 18. BENEFIT OF AGREEMENT. 
 Subject to the provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding
upon the heirs, executors, administrators, successors and assigns of the parties hereto. 
 19. ENTIRE AGREEMENT.

 This Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with
respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this
Agreement shall affect or be used to interpret, change or restrict, the express terms and provisions of this Agreement, provided, however, in any event, this Agreement shall be subject to and governed by the Plan. 
  

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 20. MODIFICATIONS AND AMENDMENTS. 
 The terms and provisions of this Agreement may be modified or amended as provided in the Plan. 
 21. WAIVERS AND CONSENTS. 
 Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such
terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only
in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent. 
 22. DATA PRIVACY. 
 By entering into this Agreement, the Participant: (i) authorizes the Company and
each Affiliate, and any agent of the Company or any Affiliate administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its Affiliates such information and data as the Company or any such Affiliate shall
request in order to facilitate the grant of options and the administration of the Plan; (ii) waives any data privacy rights he or she may have with respect to such information; and (iii) authorizes the Company and each Affiliate to store
and transmit such information in electronic form. 
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 Exhibit A 
 NOTICE OF EXERCISE OF STOCK OPTION 
 To: Amedica Corporation 
 Ladies and Gentlemen: 
 I hereby exercise my
Stock Option to purchase                      shares (the “Shares”) of the common stock, $0.01 par value, of Amedica Corporation.
(the “Company”), at the exercise price of $                     per share, pursuant to and subject to the terms of that Stock Option
Grant Notice dated                     , 200    . 
 I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have
consulted with competent tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Shares. 
 I am paying the option exercise price for the Shares as follows: 
  

					
		  	  	  	

 Please issue the Shares (check one): 
  ̈ to me; or 
  ̈ to me and
                                        
        , as joint tenants with right of survivorship, 
 at the following
address: 
  

					
		  	  	  	
		  	  	  	
		  	  	  	

  
 My mailing
address for shareholder communications, if different from the address listed above, is: 
  

					
		  	  	  	
		  	  	  	
		  	  	  	

  

 Exhibit A-1 









	
	Very truly yours,
	
	  

	            Participant (signature)
	
	  

	            Print Name
	
	  

	            Date
	
	  

	            Social Security Number


  

 Exhibit A-2