EXHIBIT 10.1


 


Form of Stock Option Grant Letter


 


[Date of Grant]


 


[Name]


[Address]


[City, State Zip]


 


Dear [Optionee],


 


I am pleased to advise you that PLC Systems Inc. (the “Company”) has,
on this date, pursuant to its [1995 Stock Option Plan/1997 Executive Stock
Option Plan/2000 Equity Incentive Plan/2000 Non-Qualified Performance and
Retention Equity Plan] (the “Plan”), awarded you [an incentive stock option/a
non-qualified stock option] to purchase
               shares
of the Common Stock, no par value per share, of the Company, at a price of $        per
share.


 


In addition to the terms of the Plan, the following terms and
conditions are applicable with respect to this option, and your signature below
shall constitute your acknowledgement and acceptance of same:


 


1.                                       This
option shall not be transferable under any circumstances except by operation of
law.


 


2.                                       The
price at which this option may be exercised shall be $        per share.


 


3.                                       This
option is subject to the following terms:


 


(a)                                  Should
your employment with the Company (or a parent or subsidiary of the Company) be
terminated for any reason other than death or disability (as defined in the
Internal Revenue Code of 1986, as amended (the “Code”)) or for “Cause” (as
defined below), all unexercised options shall terminate 90 days after the date
of your termination (but in no event after 10 years from the date of grant), provided
that this option shall be exercisable only to the extent that you were
entitled to exercise this option on the date of such cessation of employment.


 


(b)                                 In
the event of termination of your employment as a result of your death, the
outstanding options exercisable by you at the date of your death may be
exercised by your estate until one year from the date of your death (but in no
event after 10 years from the date of grant), provided  that this
option shall be exercisable only to the extent that this option was exercisable
by you on the date of your death.


 


(c)                                  In the event of
termination of your employment as a result of your disability (as defined in
the Code), all outstanding options exercisable by you at the date of such
termination shall terminate one year from the date your employment terminates
(but in no event after 10 years from the date of grant), provided  that
this option shall be exercisable only to the extent
that this option was exercisable by you on the date of your disability.


 
















 


(d)                                 If you are discharged
by the Company for “Cause” (as defined below), the right to exercise this
option shall terminate immediately upon the effective date of such
discharge.  “Cause” shall mean your
willful misconduct or willful failure to perform your responsibilities to the
Company (including, without limitation, your breach of any provision of any
employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between you and the Company), as determined by the Company,
which determination shall be conclusive.


 


(e)                                  If you violate the
non-competition or confidentiality provisions of any employment contract, confidentiality
and nondisclosure agreement or other agreement between you and the Company, the
right to exercise this option shall terminate immediately upon written notice
to you from the Company describing such violation.


 


4.                                       This
option may be exercised in whole or in part from time to time, provided,
however, that an option may not be exercised as to less than 100 shares
at any one time unless it is being exercised in full and the balance of the
shares subject to the option is less than 100. 
Each election to exercise this option shall be in writing, signed by
you, and received by the Company at its principal office, accompanied by this
letter, and payment in full in the manner provided in the Plan.


 


5.                                       The
shares of Common Stock underlying this option and the exercise price therefor
shall be appropriately adjusted from time to time for stock splits, reverse
splits, stock dividends and reclassifications of shares.


 


6.                                       In
the event of an Acquisition Event (as defined in the Plan), the Company shall
give prior notice of such an event to you, and you may exercise up to 100% of
this option as of a time specified in such notice.  If you do not exercise the option prior to
the consummation of the Acquisition Event, all unexercised portions of this
option shall terminate and be of no further force or effect.


 


7.                                       Notwithstanding anything contained herein to the contrary
(except paragraph 6 hereof), the maximum number of shares of options that may
be exercised is as follows:


 


	
  Period

  	
   

  	
  Number of

  Options Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  One year after grant date

  	
   

  	
  1/3 of total grant

  	
   

  
	
  Two years after grant date

  	
   

  	
  2/3 of total grant

  	
   

  
	
  Three years after grant date

  	
   

  	
  fully exercisable

  	
   

  



 


8.                                       No
shares will be issued pursuant to the exercise of this option unless and until
you pay to the Company, or make provision satisfactory to the Company for
payment of, any federal, state or local withholding taxes required by law to be
withheld in respect of this option.


 


9.                                       This
option may not be sold, assigned, transferred, pledged or otherwise encumbered
by you, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during your lifetime, this option shall be
exercisable only by you.


 


2
















 


10.                                 Unless
earlier terminated, this option will expire 10 years from the date of grant.


 


11.                                 This
option is subject to the provisions of the Plan, a copy of which is furnished
to you with this option.


 


When you wish to exercise this stock option,
please refer to the provisions of this letter and the Plan and then correspond
in writing with the Chief Financial Officer of the Company. Further, please
indicate your acknowledgment and acceptance of this option by signing the
enclosed copy of this letter and returning it to the undersigned or Michelle
Cannata within 30 days of your receipt of this grant.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Mark R. Tauscher,

  
	
   

  	
  President and Chief Executive Officer

  
	
   

  
	
   

  
	
  ACKNOWLEDGEMENT AND CONSENT:

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Optionee

  
			



 


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