Exhibit 10.12






Exhibit 10.12




SAFESTITCH MEDICAL, INC.




NON-QUALIFIED STOCK OPTION AGREEMENT

(EMPLOYEE)




Dated                      __, 20__




Agreement




1. Grant of Option. SAFESTITCH MEDICAL, INC. (the “Company”) hereby grants, as of
                     
 _____, 20_____ 
(the “Date of Grant”), to                      (the
“Optionee”) an option (the “Option”) to purchase up to                      shares of the
Company’s common stock, par value $0.001 per share (the “Shares”), at an exercise price per
share equal to $                     (the “Exercise Price”). The Option shall be subject to the terms
and conditions set forth in this option agreement (this “Option Agreement”). The Option is
issued pursuant to the SafeStitch Medical, Inc. 2007 Incentive Compensation Plan (the
“Plan”), which is incorporated by reference herein for all purposes. The Option is a
Non-Qualified Stock Option, and not an Incentive Stock Option. The Optionee hereby acknowledges
receipt of a copy of the Plan and agrees to be bound by all of the terms and conditions hereof and
thereof and all applicable laws and regulations.



2. Definitions. Capitalized terms used herein and not otherwise defined shall have the respective
meanings ascribed thereto in the Plan.



3. Exercise Schedule. Except as otherwise provided in Sections 6 or 9 of this Option Agreement, or
in the Plan, the Option is exercisable in installments as provided below, which shall be
cumulative. To the extent that the Option has become exercisable with respect to a percentage of
Shares as provided below, the Option may thereafter be exercised by the Optionee, in whole or in
part, at any time or from time to time prior to the expiration of the Option as provided herein.
The following table indicates each date (the “Vesting Date”) on and after which the
Optionee shall be entitled to exercise the Option with respect to the percentage of Shares granted
as indicated beside the date, provided that the Continuous Service of the Optionee continues
through and on the applicable Vesting Date:



	 	 	 
	Percentage of Shares:	 	Vesting Date:
	 

	 	 






Except as otherwise specifically provided herein, there shall be no proportionate or partial
vesting in the periods prior to each Vesting Date, and all vesting shall occur only on the
appropriate Vesting Date. Upon the termination of the Optionee’s Continuous Service, any
unvested portion of the Option shall terminate and be null and void.


 


 









 





4. Method of Exercise. The vested portion of this Option shall be exercisable in whole or in part
in accordance with the exercise schedule set forth in Section 3 hereof by written notice, which
shall state the election to exercise the Option, the number of Shares in respect of which the
Option is being exercised, and such other representations and agreements as to the holder’s
investment intent with respect to such Shares as may be required by the Company pursuant to the
provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered
in person or by certified mail to the Secretary of the Company. The written notice shall be
accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised after
both (a) receipt by the Company of such written notice accompanied by the Exercise Price and (b)
arrangements that are satisfactory to the Committee in its sole discretion have been made for
Optionee’s payment to the Company of the amount, if any, that is necessary to be withheld in
accordance with applicable Federal or state withholding requirements. No Shares shall be issued
pursuant to the Option unless and until such issuance and such exercise complies with all relevant
provisions of applicable law, including the requirements of any stock exchange upon which the
Shares may then be traded.



5. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a
combination thereof, at the election of the Optionee: (a) cash; (b) check; (c) to the extent
permitted by the Committee, with Shares owned by the Optionee, or the withholding of Shares that
otherwise would be delivered to the Optionee as a result of the exercise of the Option;
(d) pursuant to a “cashless exercise” procedure, by delivery of a properly executed exercise notice
together with such other documentation, and subject to such guidelines, as the Committee shall
require to effect an exercise of the Option and delivery to the Company by a licensed broker
acceptable to the Company of proceeds from the sale of Shares or a margin loan (to the extent
available to the Optionee) sufficient to pay the Exercise Price and any applicable income or
employment taxes; or (e) such other consideration or in such other manner as may be determined by
the Committee in its absolute discretion.



6. Termination of Option.



(a) General. Any unexercised portion of the Option shall automatically and without notice
terminate and become null and void at the time of the earliest of the following to occur:



(i) unless the Committee otherwise determines in writing in its sole discretion, three months
after the date on which the Optionee’s Continuous Service terminates other than by reason of (A) by
the Company or a Related Entity for Cause, (B) a Disability of the Optionee as determined by a
medical doctor satisfactory to the Committee, or (C) the death of the Optionee;



(ii) immediately upon the termination of the Optionee’s Continuous Service by the Company or a
Related Entity for Cause;


 


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(iii) twelve months after the date on which the Optionee’s Continuous Service is terminated by
reason of a Disability as determined by a medical doctor satisfactory to the Committee;



(iv) (A) twelve months after the date of termination of the Optionee’s Continuous Service by
reason of the death of the Optionee, or, if later, (B) three months after the date on which the
Optionee shall die if such death shall occur during the one year period specified in Section
6(a)(iii) hereof; or




(v) the seventh (7th) anniversary of the date as of which the Option is granted.



(b) Cancellation. To the extent not previously exercised, (i) the Option shall terminate
immediately in the event of (A) the liquidation or dissolution of the Company, or (B) any
reorganization, merger, consolidation or other form of corporate transaction in which the Company
does not survive or the Shares are exchanged for or converted into securities issued by another
entity, or an affiliate of such successor or acquiring entity, unless the successor or acquiring
entity, or an affiliate thereof, assumes the Option or substitutes an equivalent option or right
pursuant to Section 10(c) of the Plan, and (ii) the Committee in its sole discretion may by written
notice (“cancellation notice”) cancel, effective upon the consummation of any transaction
that constitutes a Change in Control, the Option (or portion thereof) that remains unexercised on
such date. The Committee shall give written notice of any proposed transaction referred to in this
Section 6(b) a reasonable period of time prior to the closing date for such transaction (which
notice may be given either before or after approval of such transaction), in order that the
Optionee may have a reasonable period of time prior to the closing date of such transaction within
which to exercise the Option if and to the extent that it then is exercisable (including any
portion of the Option that may become exercisable upon the closing date of such transaction). The
Optionee may condition his exercise of the Option upon the consummation of a transaction referred
to in this Section 6(b).



7. Transferability. Unless otherwise determined by the Committee, the Option is not transferable
otherwise than by will or under the applicable laws of descent and distribution, and, during the
lifetime of the Optionee, the Option shall be exercisable only by the Optionee, or the Optionee’s
guardian or legal representative. In addition, the Option shall not be assigned, negotiated,
pledged or hypothecated in any way (whether by operation of law or otherwise), and the Option shall
not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign,
negotiate, pledge or hypothecate the Option, or in the event of any levy upon the Option by reason
of any execution, attachment or similar process contrary to the provisions hereof, the Option shall
immediately become null and void. The terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.



8. No Stockholder Rights. Neither the Optionee nor any personal representative (or
beneficiary) shall be, or shall have any of the rights and privileges of, a stockholder of the
Company with respect to any Shares issuable upon the exercise of the Option, in whole or in part,
prior to the date on which the Shares are issued.


 


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9. Acceleration of Exercisability of Option.



(a) Acceleration upon Certain Terminations or Cancellations of Option. This Option shall
become immediately fully exercisable prior to the termination of the Option pursuant to Section 6
hereof, in the event that, (i) the Option will be terminated pursuant to Section 6(b)(i) hereof, or
(ii) the Company exercises its discretion to provide a cancellation notice with respect to the
Option pursuant to Section 6(b)(ii) hereof.



(b) Acceleration upon Change in Control. This Option shall become immediately fully
exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof,
and during the Optionee’s Continuous Service, there is a “Change in Control”, as defined in Section
9(b) of the Plan.



(c) Exception to Acceleration upon Change in Control. Notwithstanding the foregoing, if in
the event of a Change in Control the successor company assumes or substitutes for the Option, the
vesting of the Option shall not be accelerated as described in Section 9(b). For the purposes of
this paragraph, the Option shall be considered assumed or substituted for if following the Change
in Control the Option or substituted option confers the right to purchase, for each Share subject
to the Option immediately prior to the Change in Control, the consideration (whether stock, cash or
other securities or property) received in the transaction constituting a Change in Control by
holders of Shares for each Share held on the effective date of such transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding shares); provided, however, that if such consideration received in the
transaction constituting a Change in Control is not solely common stock of the successor company or
its parent or subsidiary, the Committee may, with the consent of the successor company, or its
parent or subsidiary, provide that the consideration to be received upon the exercise or vesting of
the Option will be solely common stock of the successor company or its parent or subsidiary
substantially equal in Fair Market Value to the per share consideration received by holders of
Shares in the transaction constituting a Change in Control. The determination of such substantial
equality of value of consideration shall be made by the Committee in its sole discretion and its
determination shall be conclusive and binding. Notwithstanding the foregoing, on such terms and
conditions as may be set forth in an Award Agreement, in the event of a termination of the
Optionee’s employment in such successor company (other than for Cause) within 24 months following
such Change in Control, the option held by the Optionee at the time of the Change in Control shall
be accelerated as described in paragraph (b) of this Section 9.



10. No Right to Continued Employment. Neither the Option nor this Option Agreement shall confer
upon the Optionee any right to continued employment or service with the Company.



11. Governing Law . This Option Agreement shall be governed in accordance with and by the internal
laws of the State of Delaware.


 


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12. Interpretation / Provisions of Plan Control. This Option Agreement is subject to all the
terms, conditions and provisions of the Plan, including, without limitation, the amendment
provisions thereof, and to such rules, regulations and interpretations relating to the Plan adopted
by the Committee as may be in effect from time to time. If and to the extent that this Option
Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the
Plan shall control, and this Option Agreement shall be deemed to be modified accordingly. The
Optionee accepts the Option subject to all of the terms and provisions of the Plan and this Option
Agreement. The undersigned Optionee hereby accepts as binding, conclusive and final all decisions
or interpretations of the Committee upon any questions arising under the Plan and this Option
Agreement, unless shown to have been made in an arbitrary and capricious manner.



13. Notices. Any notice under this Option Agreement shall be in writing and shall be deemed to
have been duly given when delivered personally or when deposited in the United States mail,
registered, postage prepaid, and addressed, in the case of the Company, to the Company’s Secretary
at 4400 Biscayne Blvd., Suite 670, Miami, Florida 33137, or if the Company should move its
principal office, to such principal office, and, in the case of the Optionee, to the Optionee’s
last permanent address as shown on the Company’s records, subject to the right of either party to
designate some other address at any time hereafter in a notice satisfying the requirements of this
Section.



Signatures Follow on Next Page






 


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Option Grant No.:_____




IN WITNESS WHEREOF, the undersigned have executed this Option Agreement as of the date first
set forth above.



	 	 	 	 	 
	 	COMPANY:



SAFESTITCH MEDICAL, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




The Optionee acknowledges receipt of a copy of the Plan and represents that he or she has
reviewed the provisions of the Plan and this Option Agreement in their entirety, is familiar with
and understands their terms and provisions, and hereby accepts this Option subject to all of the
terms and provisions of the Plan and this Option Agreement. The Optionee further represents that
he or she has had an opportunity to obtain the advice of counsel prior to executing this Option
Agreement.



	 	 	 	 	 
	 

	 	OPTIONEE:	 	 
	 
	 	 	 	 
	 

	 	 

Name:
	 	 






	 	 	 	 	 
	GRANT SUMMARY

	 	 	 	 
	 
	 	 	 	 
	Grant Date:

	 	Expiration Date:	 	 
	 
	 	 	 	 
	Grant Type:

	 	Optionee Class:	 	 
	 
	 	 	 	 
	Number of Shares:

	 	Exercise Price:	 	 
	 
	 	 	 	 
	1st Vesting Date:

	 	Number or % Vesting:	 	 
	 
	 	 	 	 
	2nd Vesting Date:

	 	Number or % Vesting:	 	 
	 
	 	 	 	 
	3rd Vesting Date:

	 	Number or % Vesting:	 	 
	 
	 	 	 	 
	4th Vesting Date:

	 	Number or % Vesting:	 	 
	 
	 	 	 	 
	5th Vesting Date:

	 	Number or % Vesting:	 	 







 


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