Exhibit 10.4


 


NON-QUALIFIED STOCK OPTION
AGREEMENT

FOR COMPANY NON-EMPLOYEE DIRECTORS


 


UNDER THE ANIKA THERAPEUTICS,
INC. 

2003 STOCK OPTION AND INCENTIVE PLAN


 


	
  Name of Optionee:

  
	
  No. of Option Shares:

  
	
  Option Exercise Price
  per Share:

  
	
  Grant Date:

  
	
  Expiration Date:

  



 


Pursuant to the Anika
Therapeutics, Inc. 2003 Stock Option and Incentive Plan  as amended through the date hereof (the
“Plan”), Anika Therapeutics, Inc. (the “Company”) hereby grants to the Optionee
named above, who is a Director of the Company but is not an employee of the
Company, an option (the “Stock Option”) to purchase on or prior to the
Expiration Date specified above all or part of the number of shares of Common
Stock, par value $.01 per share (the “Stock”) of the Company specified above at
the Option Exercise Price per Share specified above subject to the terms and
conditions set forth herein and in the Plan.


 


1.                                       Exercisability
Schedule.  No portion of this Stock
Option may be exercised until such portion shall have become exercisable.  Except as set forth below, and subject to the
discretion of the Administrator (as defined in Section 2 of the Plan) to
accelerate the exercisability schedule hereunder, this Stock Option shall
be exercisable with respect to the following number of Option Shares on the
dates indicated:


 


	
  Number of

  Option Shares Exercisable

  	
   

  	
  Exercisability
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (100

  	
  )%

  	
  [Insert
  Grant Date]

  	
   

  



 


In the event of
(i) the termination of the Optionee’s service as a director of the Company
because of death, or (ii) a Change of Control of the Company as defined in
Section 17 of the Plan, this Stock Option shall become immediately
exercisable in full, whether or not exercisable at such time.  Once exercisable, this Stock Option shall continue
to be exercisable at any time or times prior to the close of business on the
Expiration Date, subject to the provisions hereof and of the Plan.


 


2.                                       Manner
of Exercise.


 


(a)                                  The
Optionee may exercise this Stock Option only in the following manner:  from time to time on or prior to the
Expiration Date of this Stock Option, the Optionee may give written notice to
the Administrator of his or her election to purchase some or all of the Option
Shares purchasable at the time of such notice. 
This notice shall specify the number of Option Shares to be purchased.


 

















 


Payment of the purchase
price for the Option Shares may be made by one or more of the following
methods:  (i) in cash, by certified
or bank check or other instrument acceptable to the Administrator; (ii) through
the delivery (or attestation to the ownership) of shares of Stock that have
been purchased by the Optionee on the open market or that have been
beneficially owned by the Optionee for at least six months and are not then
subject to any restrictions under any Company plan; (iii) subject to
compliance with applicable law, by the Optionee delivering to the Company a
properly executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company cash or a check payable and
acceptable to the Company to pay the option purchase price, provided that in
the event the Optionee chooses to pay the option purchase price as so provided,
the Optionee and the broker shall comply with such procedures and enter into
such agreements of indemnity and other agreements as the Administrator shall
prescribe as a condition of such payment procedure; or (iv) a combination
of (i), (ii) and (iii) above.  Payment
instruments will be received subject to collection.


 


The delivery of
certificates representing the Option Shares will be contingent upon the
Company’s receipt from the Optionee of full payment for the Option Shares, as
set forth above and any agreement, statement or other evidence that the Company
may require to satisfy itself that the issuance of Stock to be purchased
pursuant to the exercise of Stock Options under the Plan and any subsequent
resale of the shares of Stock will be in compliance with applicable laws and
regulations.  In the event the Optionee
chooses to pay the purchase price by previously-owned shares of Stock through
the attestation method, the number of shares of Stock transferred to the
Optionee upon the exercise of the Stock Option shall be net of the Shares
attested to.


 


(b)                                 Certificates
for shares of Stock purchased upon exercise of this Stock Option shall be
issued and delivered to the Optionee upon compliance to the satisfaction of the
Administrator with all requirements under applicable laws or regulations in
connection with such issuance and with the requirements hereof and of the Plan.  The determination of the Administrator as to
such compliance shall be final and binding on the Optionee.  The Optionee shall not be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
of Stock subject to this Stock Option unless and until this Stock Option shall
have been exercised pursuant to the terms hereof, the Company shall have issued
and delivered the shares to the Optionee, and the Optionee’s name shall have
been entered as the stockholder of record on the books of the Company.  Thereupon, the Optionee shall have full
voting, dividend and other ownership rights with respect to such shares of
Stock.


 


(c)                                  The
minimum number of shares with respect to which this Stock Option may be
exercised at any one time shall be 100 shares, unless the number of shares with
respect to which this Stock Option is being exercised is the total number of
shares subject to exercise under this Stock Option at the time.


 


(d)                                 Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option
shall be exercisable after the Expiration Date hereof.


 


3.                                       Termination
as Director. If the Optionee ceases to be a Director of the Company, the
period within which to exercise the Stock Option is subject to earlier
termination as set forth below:


 


(a)                                  Termination
For Cause.  If the Optionee ceases
to be a Director for Cause, any Stock Option held by the Optionee shall
immediately terminate and be of no further force and effect.  For purposes hereof, “Cause” shall mean a
vote by the Board resolving that the


 


2

















 


Optionee shall be
dismissed as a result of (i) any material breach by the Optionee of any
agreement between the Optionee and the Company; (ii) the conviction of or plea
of nolo contendere by the Optionee to a felony or a crime involving moral
turpitude; or (iii) any material misconduct or willful and deliberate
non-performance (other than by reason of disability) by the Optionee of the
Optionee’s duties to the Company.


 


(b)                                 Termination
by Reason of Death.  If the Optionee
ceases to be a Director by reason of death, any Stock Option held by the
Optionee may be exercised by his or her legal representative or legatee for a
period of 12 months from the date of death or until the Expiration Date, if
earlier.


 


(c)                                  Other
Termination.  If the Optionee ceases
to be a Director for any reason other than Cause or death, any Stock Option
held by the Optionee may be exercised for a period of three months from the
date of termination or until the Expiration Date, if earlier.


 


4.                                       Incorporation
of Plan.  Notwithstanding anything
herein to the contrary, this Stock Option shall be subject to and governed by
all the terms and conditions of the Plan, including without limitation, the
powers of the Administrator set forth in 
Section 2(b) of the Plan. 
Capitalized terms in this Agreement shall have the meaning specified in
the Plan, unless a different meaning is specified herein.


 


5.                                       Transferability.  This Agreement is personal to the Optionee,
is non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution.  This Stock Option is exercisable, during the
Optionee’s lifetime, only by the Optionee, and thereafter, only by the
Optionee’s legal representative or legatee.


 


6.                                       Miscellaneous.


 


(a)                                  Notice
hereunder shall be given to the Company at its principal place of business, and
shall be given to the Optionee at the address set forth below, or in either
case at such other address as one party may subsequently furnish to the other
party in writing.


 


(b)                                 This
Stock Option does not confer upon the Optionee any rights with respect to
continuance as a Director.


 


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(c)                                  Pursuant
to Section 15 of the Plan, the Committee may at any time amend or cancel
any outstanding portion of this Stock Option, but no such action may be taken
which adversely affects the Optionee’s rights under this Agreement without the
Optionee’s consent.


 


	
   

  	
  ANIKA
  THERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 


The foregoing Agreement
is hereby accepted and the terms and conditions thereof hereby agreed to by the
undersigned.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Optionee’s Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Optionee’s
  name and address:

  
	
   

  	
   

  



 


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