Exhibit
10.3


 


INCENTIVE STOCK OPTION AGREEMENT


 


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 Incentive Plan (the “Plan”) as amended through the date hereof, Anika
Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above 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

  	
   

  
	
  (    

  	
  )%

  	
   

  	
   

  
	
  (    

  	
  )%

  	
   

  	
   

  
	
  (    

  	
  )%

  	
   

  	
   

  
	
  (    

  	
  )%

  	
   

  	
   

  
	
  (    

  	
  )%

  	
   

  	
   

  



 












* Max. of $100,000 per yr.


 


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 the 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.


 


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3.             Termination
of Employment.  If the Optionee’s
employment by the Company or a Subsidiary (as defined in the Plan) is
terminated, the period within which to exercise the Stock Option may be subject
to earlier termination as set forth below.


 


(a)           Termination
Due to Death.  If the Optionee’s
employment terminates by reason of death, any Stock Option held by the Optionee
shall become fully exercisable and may thereafter be exercised by the
Optionee’s legal representative or legatee for a period of 12 months from the
date of death or until the Expiration Date, if earlier.


 


(b)           Termination
Due to Disability.  If the
Optionee’s employment terminates by reason of disability (as determined by the
Administrator), any Stock Option held by the Optionee shall become fully
exercisable and may thereafter be exercised by the Optionee for a period of 12
months from the date of termination or until the Expiration Date, if
earlier.  The death of the Optionee
during the 12-month period provided in this Section 3(b) shall extend such
period for another 12 months from the date of death or until the Expiration
Date, if earlier.


 


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


 


(d)           Other
Termination.  If the Optionee’s
employment terminates for any reason other than death, disability, or Cause,
and unless otherwise determined by the Administrator, any Stock Option held by
the Optionee may be exercised, to the extent exercisable on the date of
termination, for a period of three months from the date of termination or until
the Expiration Date, if earlier.  Any
Stock Option that is not exercisable at such time shall terminate immediately
and be of no further force or effect.


 


The Administrator’s determination of the reason for
termination of the Optionee’s employment shall be conclusive and binding on the
Optionee and his or her representatives or legatees.


 


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 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.             Status
of the Stock Option.  This Stock
Option is intended to qualify as an “incentive stock option” under Section 422
of the Internal Revenue Code of 1986, as amended


 


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(the “Code”), but the Company does not represent or warrant that this
Stock Option qualifies as such.  The
Optionee should consult with his or her own tax advisors regarding the tax
effects of this Stock Option and the requirements necessary to obtain favorable
income tax treatment under Section 422 of the Code, including, but not
limited to, holding period requirements. 
If the Optionee intends to dispose or does dispose (whether by sale,
gift, transfer or otherwise) of any Option Shares within the one-year period
beginning on the date after the transfer of such shares to him or her, or
within the two-year period beginning on the day after the grant of this Stock
Option, he or she will notify the Company within 30 days after such
disposition.


 


7.             Tax
Withholding.  The Optionee shall,
not later than the date as of which the exercise of this Stock Option becomes a
taxable event for Federal income tax purposes, pay to the Company or make
arrangements satisfactory to the Administrator for payment of any Federal,
state, and local taxes required by law to be withheld on account of such
taxable event.  The Optionee may elect
to have the minimum required tax withholding obligation satisfied, in whole or
in part, by (i) authorizing the Company to withhold from shares of Stock to be
issued, or (ii) transferring to the Company, a number of shares of Stock with
an aggregate Fair Market Value that would satisfy the withholding amount due.


 


8.             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 of employment by the Company or any Subsidiary.


 


	
   

  	
  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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