exv10w02









Exhibit 10.02




LECTEC CORPORATION

NON–INCENTIVE STOCK OPTION AGREEMENT




     This
Non–Incentive Stock Option Agreement, made as of this _____ day of _____,
20      (the “Effective Date”), by and between LecTec Corporation, a Minnesota corporation
(the “Company”), and __________ (“Optionee”).



     WHEREAS, the Company wishes to grant this stock option to Optionee pursuant to the LecTec
Corporation 2010 Stock Incentive Plan (the “Plan”).



     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained,
the parties hereto hereby agree as follows:



     1. Grant of Option. The Company hereby grants to Optionee the right and option (the “Option”)
to purchase all or any part of an aggregate of
            shares (the “Shares”)
of the common stock, par value $0.01 per share (the “Common Stock”), of the Company at the price of
$  per Share on the terms and conditions set forth herein. It is understood and agreed that such
price is not less than 100% of the fair market value of each such Share on the date of this
Agreement. The Option is not intended to qualify as an incentive stock option within the meaning
of Section 422A of the Internal Revenue Code of 1986, as amended (the “Code”).



     2. Duration and Exerciseability. The Option may not be exercised by Optionee except as set
forth herein, and the Option shall in all events terminate seven (7) years from the date hereof
(the “Termination Date”). Subject to the other terms and conditions set forth herein, the Option
shall vest and may be exercised by Optionee in cumulative installments as follows:



	 	 	 
	On or after each of the	 	Percentage of Shares as to which the
	following dates	 	Option is exercisable
	 
	 	 
	 	 	 
	 
	 	 
	 	 	 
	 
	 	 
	 	 	 
	 
	 	 
	 	 	 
	 
	 	 





     During the lifetime of Optionee, the Option shall be exercisable only by Optionee. The Option
shall not be assignable or transferable by Optionee, other than by will or the laws of descent and
distribution. The vesting of the Option is subject to acceleration under the circumstances
described in Section 4.



     3. Exercise of Option After Death or Departure from Board of Directors.



     (a) In the event Optionee ceases to serve as a member of the Board of Directors of the Company
or its subsidiaries, if any, for any reason other than Optionee’s gross and willful



 









 





misconduct, death or disability, voluntary resignation or Requested Resignation, Optionee
shall continue to have the right to exercise this Option at any time within the term of this Option
to the extent of the full number of Shares Optionee was entitled to purchase under this Option on
the date of such termination.




     (b) In the event Optionee ceases to serve as a member of the Board of Directors of the Company
or its subsidiaries, if any, by reason of Optionee’s gross and willful misconduct during the course
of services, which shall include, but not be limited to, the wrongful appropriation of funds of the
Company or the commission of a gross misdemeanor or felony, this Option shall be terminated as of
the date of the misconduct.



     (c) In the event Optionee dies while serving as a member of the Board of Directors of the
Company or its subsidiaries, if any, or within three months after termination of services for any
reason other than gross and willful misconduct, or becomes disabled (within the meaning of Section
22(e)(3) of the Code) while serving as a member of the Board of Directors of the Company or its
subsidiaries, if any, and Optionee has not fully exercised this Option, this Option may be
exercised at any time within twelve months after Optionee’s death or disability by Optionee, the
personal representatives, administrators or, if applicable, guardian of Optionee or by any person
or persons to whom this Option is transferred by will or the applicable laws of descent and
distribution to the extent of the full number of Shares Optionee was entitled to purchase under
this Option on the date of death, disability or termination of services, if earlier.



     (d) In the event Optionee ceases to serve as a member of the Board of Directors of the Company
or its subsidiaries, as a result of voluntary resignation by the Optionee, the Optionee shall
continue to have the right to exercise this Option at any time within the original seven year term
of this Option to the extent of the full number of Shares Optionee was vested and entitled to
purchase under this Option on the date of termination.



     (e) In the event Optionee ceases to serve as a member of the Board of Directors of the
Company, or its subsidiaries, as a result of resignation at the request of the Company and in
connection with an acquisition, merger or substantial investment in a new business venture by the
company (a “Requested Resignation”), this Option shall vest and become fully exercisable as to the
total amount of 20,000 Shares as of the date of such Requested Resignation and shall continue to be
exercisable during its original seven year term.



     (f) Notwithstanding the above, in no case may this Option be exercised to any extent by anyone
after the Termination Date.



     4. Change in Control.



     (a) In the event that a “Change in Control” (as hereinafter defined) occurs, all outstanding
Options, whether or not vested, shall be subject to the agreement pursuant to which such Change in
Control is consummated. Such agreement shall provide for one or more of the following:



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     (i) the continuation of such outstanding Options by the Company (if the Company is the
surviving corporation);




     (ii) the assumption of such outstanding Options by the surviving corporation or its
parent in a manner that complies with Section 424(a) of the Code; or




     (iii) the substitution by the surviving corporation or its parent of new options for
such outstanding Options in a manner that complies with Section 424(a) of the Code.




(b) A “Change in Control” of the Company shall be deemed to have occurred if:




     (i) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) shall, together with his, her or its
“Affiliates” and “Associates” (as
such terms are defined in Rule 12b–2 promulgated under
the Exchange Act), become the “Beneficial Owner” (as such
term is defined in Rule 13d–3
promulgated under the Exchange Act), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company’s then outstanding
securities (any such person being hereinafter referred to as an “Acquiring Person”);




     (ii) the “Continuing Directors” (as hereinafter defined) shall cease to constitute a
majority of the Company’s Board of Directors;




     (iii) there should occur (A) any consolidation or merger involving the Company and the
Company shall not be the continuing or surviving corporation or the shares of the Company’s
capital stock shall be converted into cash, securities or other property; provided, however,
that this subclause (A) shall not apply to a merger or consolidation in which (i) the
Company is the surviving corporation and (ii) the stockholders of the Company immediately
prior to the transaction have the same proportionate ownership of the capital stock of the
surviving corporation immediately after the transaction; (B) any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all or
substantially all of the assets of the Company; or (C) any liquidation or dissolution of the
Company; or




     (iv) the majority of the Continuing Directors determine, in their sole and absolute
discretion, that there has been a Change in Control.



     (c) “Continuing Director” shall mean any person who is a member of the Board of Directors of
the Company, while such person is a member of the Board of Directors, who is not an Acquiring
Person, an Affiliate or Associate of an Acquiring Person or a representative of an Acquiring Person
or of any such Affiliate or Associate and who (i) was a member of the Company’s Board of Directors
on the date of grant of the Option or (ii) subsequently became a member of the Board of Directors,
upon the nomination or recommendation, or with the approval of, a majority of the Continuing
Directors.



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     5. Manner of Exercise.



     (a) The Option may only be exercised by Optionee or other proper party within the option
period by delivering written notice of exercise to the Company at its principal executive office.
The notice shall state the number of Shares as to which the Option is being exercised and shall be
accompanied by payment in full of the option price for all of the Shares designated in the notice.



     (b) Payment of the exercise price shall be made by certified or bank cashier’s check payable
to the Company, or by tender of shares of the Company’s Common Stock, which, unless the Committee
provides its consent, must have been, previously owned by Optionee, having a fair market value on
the date of exercise equal to the exercise price of the Option, or a combination of cash and shares
equal to such exercise price.



     6. Adjustments. In the event that any dividend or other distribution (whether in the form of
cash, Common Stock, other securities or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split—up, spin—off, combination, repurchase
or exchange of Common Stock or other securities of the Company, issuance of warrants or other
rights to purchase Common Stock or other securities of the Company or other similar corporate
transaction or event affects the Common Stock such that an adjustment is necessary pursuant to
Section 4(c) of the Plan in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, and all or any portion of the Option shall
then be unexercised and not yet expired, then appropriate adjustments in the outstanding Option
shall be made as determined by the Committee in accordance with the provisions of Section 4(c) of
the Plan in order to prevent dilution or enlargement of Option rights.



     7. Miscellaneous.



     (a) Plan Provisions Control. In the event that any provision of this Agreement conflicts with
or is inconsistent in any respect with the terms of the Plan, the terms of the Plan shall control.



     (b) No Rights of Shareholders. Neither Optionee, Optionee’s legal representative nor a
permissible assignee of this Option shall have any of the rights and privileges of a shareholder of
the Company with respect to the Shares, unless and until such Shares have been issued in the name
of Optionee, Optionee’s legal representative or permissible assignee, as applicable.



     (c) No Right to Continuance of Services. This Agreement shall not confer on Optionee any
right with respect to the continuance of any relationship with the Company or any subsidiary of the
Company, nor will it interfere in any way with the right of the Company to terminate such
relationship at any time.



     (d) Governing Law. The validity, construction and effect of the Plan and this Agreement, and
any rules and regulations relating to the Plan and this Agreement, shall be determined in
accordance with the laws of the State of Minnesota.



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     (e) Severability. If any provision of this Agreement is or becomes or is deemed to be
invalid, illegal or unenforceable in any jurisdiction or would disqualify this Agreement under any
law deemed applicable by the Committee (as defined in the Plan), such provision shall be construed
or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Committee, materially altering the purpose or intent of the
Plan or this Agreement, such provision shall be stricken as to such jurisdiction or this Agreement,
and the remainder of this Agreement shall remain in full force and effect.



     (f) No Trust or Fund Created. Neither the Plan nor this Agreement shall create or be
construed to create a trust or separate fund of any kind or a fiduciary relationship between the
Company or any affiliate and Optionee or any other person.



     (g) Headings. Headings are given to the sections and subsections of this Agreement solely as
a convenience to facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of this Agreement or any provision thereof.



     (h) Conditions Precedent to Issuance of Shares. Shares shall not be issued pursuant to the
exercise of the Option unless such exercise and the issuance and delivery of the applicable Shares
pursuant thereto shall comply with all relevant provisions of law, including, without limitation,
the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules
and regulations promulgated thereunder, the requirements of the NASDAQ Global Market or any other
applicable stock exchange and the Minnesota Business Corporation Act. As a condition to the
exercise of the purchase price relating to the Option, the Company may require that the person
exercising or paying the purchase price represent and warrant that the Shares are being purchased
only for investment and without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation and warranty is required by law.



     (i) Withholding. In order to provide the Company with the opportunity to claim the benefit of
any income tax deduction which may be available to it upon the exercise of the Option and in order
to comply with all applicable federal or state income tax laws or regulations, the Company may take
such action as it deems appropriate to assure that, if necessary, all applicable federal or state
payroll, withholding, income or other taxes are withheld or collected from Optionee.



     (j) Consultation With Professional Tax and Investment Advisors. Optionee acknowledges that
the grant, exercise, vesting or any payment with respect to this Option, and the sale or other
taxable disposition of the Shares acquired pursuant to the exercise thereof, may have tax
consequences pursuant to the Code or under local, state or international tax laws. Optionee further
acknowledges that such Optionee is relying solely and exclusively on Optionee’s own professional
tax and investment advisors with respect to any and all such matters (and is not relying, in any
manner, on the Company or any of its employees or representatives). Finally, Optionee understands
and agrees that any and all tax consequences resulting from this Option and its grant, exercise,
vesting or any payment with respect thereto, and the sale or other taxable disposition of the
Shares acquired pursuant to the Plan, is solely and exclusively the



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responsibility of Optionee without any expectation or understanding that the Company or any of
its employees or representatives will pay or reimburse such holder for such taxes or other items.




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the
Effective Date.



	 	 	 	 	 
	 	LECTEC CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Its: 	 
	 
	 	OPTIONEE

 	 
	 	

 	 
	 	[Optionee] 	 
	 	 	 




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