EXHIBIT 10.11


 


ABIOMED, INC.


 


NONQUALIFIED STOCK OPTION AGREEMENT


 


This Nonqualified Stock Option Agreement
(this “Agreement”) is made effective as of the 5th day of April, 2004, between
ABIOMED, Inc. (the “Corporation”), and Michael R. Minogue, an employee of the
Corporation (the “Optionee”), pursuant to the terms set forth herein.


 


WITNESSETH:


 


WHEREAS, the Optionee has not previously been
an employee or director of the Corporation; and


 


WHEREAS, the Corporation desires to grant the
Optionee, as an employment inducement grant in accordance with NASDAQ
Marketplace Rule 4350(i)(1)(A)(iv),  an
option to purchase Common Stock, $.01 par value of the Corporation (the
“Stock”);


 


NOW THEREFORE, for good and valuable
consideration, the receipt of which is hereby acknowledged , the Corporation
and the Optionee agree as follows:


 


1. Grant of
Option.  Pursuant to the
terms and conditions of this Agreement, the Corporation hereby grants to the
Optionee a nonqualified option (the “Option”) to purchase, as provided in Section
3 hereof, all or any part of a total of 100,000 shares of Stock  (the “Option Shares”).  This stock option is not intended to qualify
as an incentive stock option as that term is described in Section 422 of the
Internal Revenue Code of 1986, as amended.


 


2. Purchase
Price. The price at which the Option Shares may be purchased shall
be $9.05 per share (the “Option Exercise Price”).


 


3. Vesting of
Option. Subject to the provisions of Section 4, the right of the
Corporation to accelerate the date upon which all or any portion of the Option
becomes exercisable and any other relevant agreement between the Corporation
and the Optionee, the Optionee’s right to exercise the Option shall vest in
four equal installments, as follows:


 


(i)                                     the
Optionee may purchase twenty-five (25%) percent of the number of Option Shares
provided in Section 1 at any time commencing one year after the date of this
Agreement;


 


(ii)                                  the
Optionee may purchase an additional twenty-five (25%) percent of the number of
Option Shares provided in Section 1 at any time commencing two years after the
date of this Agreement;


 


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(iii)                               the
Optionee may purchase an additional twenty-five (25%) percent of the number of
Option Shares provided in Section 1 at any time commencing three years after
the date of this Agreement; and


 


(iv)                              the
Optionee may purchase the final twenty-five (25%) percent of the number of
Option Shares provided in Section 1 at any time commencing four years after the
date of this Agreement.


 


Notwithstanding any provision
of this Agreement to the contrary, in no event may the Option be exercised
after ten years from the date of this Agreement (the “Expiration Date”).


 


4. Termination
of Employment. If the Optionee ceases to be an employee, consultant
or advisor to the Corporation or a subsidiary of the Corporation, then after
such termination the Option may be exercised as to all shares with respect to
which Optionee could exercise the Option on the date of termination (the “Termination
Date”), and which shares have not been previously purchased, within one of the
following periods of time as applicable:


 


(i)                                     in
the case of termination by reason of death, until the earlier of the Expiration
Date or one (1) year after the Termination Date; and


 


(ii)                                  in
the case of termination by reason of retirement at age 65, or such other age as
the Compensation Committee of the Corporation’s Board of Directors (the
“Committee”) may determine, until the earlier of the Expiration Date or three
(3) months after the Termination Date; and


 


(iii)                               in
all other cases, until the earlier of the Expiration Date or the date which is
thirty (30) days after the Termination Date.


 


Notwithstanding the foregoing, in the case of
termination for cause, the ability to exercise this Option may be terminated on
such earlier date as the Corporation may specify, and such date may be set so
as to prevent the Optionee from further exercising any portion of the Option.


 


5. Nontransferability:
Persons Able to Exercise. 
The Option may not be transferred other than by will or the laws of
descent and distribution.  During the
life of the Optionee, only the Optionee may exercise the Option.  If the Optionee dies, the Option may be
exercised by the Optionee’s executors, administrators, legatees, or
distributees, provided that such person or persons comply with the provisions
of this Agreement applicable to the Optionee.


 


6. Method of
Exercising Option. The Option may be exercised, in whole or in part,
by written notice to the Corporation in the form of Attachment A, provided that
the Corporation, in its discretion, may modify or augment these requirements as
provided in Section 9 of this Agreement, or where appropriate because a person
other than the Optionee is exercising the Option pursuant to Section 5.  Payment shall be made in cash, unless the
Corporation, in its sole discretion, authorizes payment to be made in shares of
the Corporation or a combination of such shares and cash.  To the extent permitted by the Committee,
such payment may also be made by delivery of a note or shares of Stock owned by
the optionholder for a period of at least six (6) months, and valued at their
Fair Market Value on the date of delivery, by the reduction of the 


 


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shares of Stock that the optionholder would be entitled to receive upon
exercise of the Option, such shares to be valued at their Fair Market Value on
the date of exercise, less their option price (a so-called “cashless
exercise”), or such other lawful consideration as the Committee may
determine.  This notice must be
accompanied by payment of the Option Exercise Price for the shares being
purchased.  As soon as practical after
receipt of this notice and  payment, the
Corporation shall deliver a certificate or certificates representing the
purchased shares registered in the name of the person or person exercising the
Option.  In the event the Option is
exercised by any person other than the Optionee, the notice shall be
accompanied by appropriate proof of the right of such person to exercise the
Option.  All shares purchased upon the
exercise of the Option and payment of the full Option Exercise Price will be
fully paid and nonassessable.  As used
herein, the term “Fair Market Value” shall mean the fair market value as
determined by the Committee in good faith or in the manner established by the
Committee from time to time.


 


7. No Rights
Other Than Those Expressly Created. 
Neither this Agreement nor any action taken hereunder shall be construed
as (i) giving the Optionee any right to be retained in the employ of, or
continue to be affiliated with, the Corporation, (ii) giving  the Optionee any equity or interest of any
kind in any assets of the Corporation, or (iii) creating a trust of any kind or
a fiduciary relationship of any kind between the Optionee and the
Corporation.  As to any claim for any
unpaid amounts under this Agreement, any person having a claim for payment
shall be an unsecured creditor.  The
Optionee shall not have any of the rights of a stockholder with respect to any
Option Shares until such time as the Option has been exercised and Option
Shares have been issued.


 


8. Stock
Adjustments. If there shall be any change in the Stock through
merger, consolidation, reorganization, recapitalization, or other change in the
corporate structure of the Corporation, appropriate adjustments shall be made
by the Corporation, as provided below, in the total number and kind of shares
subject to the Option.  In the event
that the Committee determines that any stock dividend, extraordinary cash
dividend, creation of a class of equity securities, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination,
exchange of shares, warrants or rights offering to purchase Stock at a price
substantially below fair market value, or other similar transaction affects the
Stock such that an adjustment is required in order to preserve the benefits or
potential benefits intended to be made available under this Agreement, then the
Committee shall equitably adjust any or all of (i) the number and kind of
shares subject to this Option, and (ii) the exercise price of this Option, and
if considered appropriate, the Committee may make provision for a cash payment
with respect to this Option, provided that the number of shares subject to this
Option shall always be a whole number.


 


9. Miscellaneous.


 


(a) Change in Control.  In order to preserve the Optionee’s rights
under this Agreement in the event of a change in control of the Corporation,
the Committee in its discretion may take one or more of the following actions:
(i) provide for the acceleration of any time period relating to the exercise or
realization of the Option, (ii) provide for the purchase of the Option upon the
Optionee’s request for an amount of cash or other property that could have been
received upon the exercise or realization of the Option had the Option been
currently exercisable or payable, (iii) adjust the terms of the Option in a
manner determined by the Committee to reflect the 


 


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change in control, (iv) cause the Option to be assumed, or new rights
substituted therefor, by another entity, or (v) make such other provision as
the Committee may consider equitable and in the best interests of the
Corporation.


 


(b) Withholding of Taxes.  Pursuant to applicable Federal, state, local
or foreign laws, the Corporation may be required to collect or withhold income
or other taxes from the Optionee upon the grant of the Option, the exercise of
the Option, or at some other time.  The
Corporation may require, as a condition to the exercise of the Option, or
demand, at such other time as it may consider appropriate, that the Optionee
pay the Corporation the amount of any taxes which the Corporation may determine
is required to be collected or withheld, and the Optionee shall comply with the
requirement or demand of the Corporation.


 


(c) Securities Law Compliance.  Upon exercise (or partial exercise) of the
Option, the Optionee may be required to make such representations and furnish
such information as may, in the opinion of counsel for the Corporation, be
appropriate to permit the Corporation to issue or transfer the Option Shares in
compliance with the provisions of applicable Federal or state securities
laws.  The Corporation, in its
discretion, may postpone the issuance and delivery of Option Shares upon any
exercise of the Option until completion of such registration or other
qualification of such Option Shares under any federal or state laws, or stock
exchange listing, as the Corporation may consider appropriate.  Except to the extent set forth in another
agreement with the Optionee, the Corporation is not obligated to register or
qualify the Option Shares under Federal or state securities laws and may refuse
to issue such Option Shares if neither registration nor exemption to the
issuance or transfer of any Option Shares is available upon exercise of the
Option.  The Corporation may require
that prior to the issuance or transfer of Option Shares upon exercise of this
Option, the Optionee enter into a written agreement to comply with any
restrictions on subsequent disposition that the Corporation deems necessary or
advisable under any applicable federal and state securities laws.  Certificates representing the Option Shares
issued upon exercise of the option may be legended to reflect such
restrictions.


 


(d) General. 
No Option Shares shall be issued upon exercise of the Option unless and
until the Corporation is satisfied, in its sole discretion, that there has been
compliance with all legal requirements applicable to the issuance of such
Option Shares.


 


(e) Discretion of the Committee.  Unless otherwise provided, the Committee
shall make all determinations required to be made hereunder, including
determinations required to be made by the Corporation, and shall interpret all
provisions of this Agreement, as it deems necessary or desirable, in its sole
and unfettered discretion.  Such
determinations and interpretations shall be binding and conclusive to the
Corporation and the Optionee.  If there
shall be no Compensation Committee of the Corporation’s Board of Directors or
if the Board of Directors shall determine that the Board of Directors shall
administer this Option, all references herein to the Committee shall be deemed
references to the Board of Directors.


 


(f) Reservation of Shares.  During the term of the Option, the
Corporation shall at all times reserve and keep available shares of Stock
sufficient to satisfy the requirements of this 


 


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Agreement.


 


(g) Amendment. 
This Agreement may only be modified or amended by a writing signed by
both parties.


 


(h) No Rights As Shareholder.  Subject to the provisions of this Agreement,
the Optionee shall not have any rights as a shareholder with respect to any
shares of  Stock to be distributed under
this Agreement until he becomes the holder thereof.


 


(i) Notices. 
Any notices required to be given under this Agreement shall be
sufficient if in writing and if sent by certified mail, return receipt
requested, and addressed as follows:


 


if to the Corporation:


 


ABIOMED, Inc.

22 Cherry Hill Drive

Danvers, Massachusetts  01923

Attn: Treasurer


 


if to the Optionee, at the address of the Optionee set forth in the
Corporation’s records or to such other address as either party may designate
under the provisions hereof.


 


(j) Successors and Assigns.  The rights and obligations of the
Corporation under this Agreement shall inure to the benefit of and be binding
upon the successors and assigns of the Corporation.


 


(k) Applicable Law.  All rights and obligations under this Agreement shall be governed
by the laws of The Commonwealth of Massachusetts.


 


(l) Paragraph Headings.  The paragraph headings used in this Agreement
are for convenience or reference, and are not to be construed as part of this
Agreement.


 


IN WITNESS
WHEREOF, the parties have executed this Agreement as an instrument under seal
effective as of the date written on the first page of this Agreement.


 


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  ABIOMED,
  Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/

  	
  David M.
  Lederman

  	
   

  
	
   

  	
  By: David M.
  Lederman

  
	
   

  	
  Its:  Chairman of the Board

  
	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Michael
  R. Minogue

  	
   

  
	
   

  	
  Michael R.
  Minogue

  
					



 


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EXHIBIT A


 


ABIOMED, Inc.


22 Cherry Hill Drive


Danvers, MA  01923


Attention:  Treasurer


 


Gentlemen:


 


Pursuant to our Non-Qualified Stock Option
Agreement dated as of the 5th day of April 2004, I hereby elect to exercise the
Option to the extent indicated:


 


	
  Number of
  Shares

  	
   

  	
  Per Share

  	
   

  	
  Total

  
	
  Which I
  Elect to 

  	
  X

  	
  Price

  	
  =

  	
  Price

  
	
  Purchase

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


Enclosed with this letter is full payment of
the total price of the shares described above in the form of a check in the
amount of $            
payable to the order of the Corporation.


 


Kindly issue a certificate or certificates to
me representing the shares which I am acquiring by this exercise, and deliver
it to the address provided above.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Michael R.
  Minogue

  



 


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