EXHIBIT 10.7


 


MEDICALCV,
INC.


 


AMENDMENT
TO NON-QUALIFIED STOCK OPTION AGREEMENT


 


	
  No. of shares subject to option:

  	
   

  	
  NQO No.

  



Date of grant:  April 1,
2005


 


AMENDMENT
TO NON-QUALIFIED STOCK OPTION AGREEMENT is entered into effective                          ,
2005, by and between MedicalCV, Inc., a Minnesota corporation (the
“Company”), and                                                   
(the “Optionee”).


 


•              Optionee has
been granted an option to purchase             
shares of common stock pursuant to a Non-Qualified Stock Option Agreement,
dated August 8, 2005 (the “Option Agreement”).


 


•              The Company has
adopted a policy relative to vesting schedules for stock options to be granted
to individual optionees and has agreed to amend the vesting schedule for designated
optionees Option Shares.


 


•              The
Compensation Committee of the Company will agree to allow designated option
holders to amend options to provide for the vesting of options on the basis of
twenty-five percent (25%) of the option shares on the first anniversary of the
date of grant, and the remainder of such option vesting quarterly during the
three-year period following the date of grant.


 


•              Optionee agrees
and accepts the proposed revised vesting schedule for option shares.


 


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


 


1.             All capitalized
terms not otherwise defined herein shall have the meanings defined or set forth
in the Option Agreement.


 


2.             Section 2
of the Option Agreement is hereby amended to read as follows:


 


Grant of Option and Vesting.  The Company grants to the Optionee, subject
to the terms and conditions herein set forth, the right and option to purchase
from the Company all or a part of an aggregate of             
shares of Stock (the “Shares”) at the purchase price of $0.89 per share (the
“Exercise Price”).  The Exercise Price is
not less than the fair market value of the Shares on the date of this grant.  Subject to acceleration pursuant to
Section 3(e), the Option will become exercisable with respect to the
Shares in thirteen (13) installments. 
The following table sets forth the initial dates of exercisability of
each installment and the number of Shares as to which this Option will become
exercisable on such dates:


 


1





















 




	
  Initial Date of Exercisability

  	
   

  	
  Number of Option Shares

  Available for Exercise

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  April 1, 2006

  	
   

  	
  [25.00%]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 1, 2006

  	
   

  	
  [6.25%]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 1, 2006

  	
   

  	
  [6.25%]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2007

  	
   

  	
  [6.25%]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  April 1, 2007

  	
   

  	
  [6.25%]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 1, 2007

  	
   

  	
  [6.25%]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 1, 2007

  	
   

  	
  [6.25%]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2008

  	
   

  	
  [6.25%]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  April 1, 2008

  	
   

  	
  [6.25%]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 1, 2008

  	
   

  	
  [6.25%]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 1, 2008

  	
   

  	
  [6.25%]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2009

  	
   

  	
  [6.25%]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  April 1, 2009

  	
   

  	
  [6.25%]

  	
   

  






 


The
foregoing rights to exercise this Option will be cumulative with respect to the
optioned Shares.


 


Upon
termination of employment of Optionee prior to full and complete vesting, the
unvested portion of this Option shall lapse. 
The Option will in all events cease to be exercisable on April 1,
2012.


 


3.             The remainder
of the Option shall remain in full force and effect.


 


IN
WITNESS WHEREOF, the Company and Optionee have executed this Amendment to
Option Agreement this             
day of                           ,
2005.


 


	
  OPTIONEE

  	
   

  	
  MEDICALCV, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By Susan L. Critzer

  
	
   

  	
   

  	
  Its Chairperson of the Board

  



 


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