Exhibit 10.8 

Stratasys, Inc. Board Of Directors


Stock Option Grant 

Under The

Stratasys, Inc. _____ Long Term
Performance and 
Incentive Plan (the “_____ Plan”) 

As adopted by the Shareholders on
__________ 

 

 

 

 

This Option is a grant of a
Non-Qualified Stock Option 

as defined under Section 422 

of the Internal Revenue Code of 1986, as
amended, to 

 

«BOD MBR NAME» 




STOCK OPTION
AGREEMENT 

     AGREEMENT
made as of the ___ day of _____, ____ by and between Stratasys, Inc., a Delaware
corporation having its principal place of business at 14950 Martin Drive, Eden
Prairie, Minnesota 55344 ("Grantor"), and «BOD MBR NAME» (“Optionee”) residing at «HOMEADDRESS», «CITYSTATEZIP».


WITNESSETH 

     WHEREAS,
Optionee is a member of the Grantor's Board of Directors ("Board") and is not an
employee of Grantor; and 

     WHEREAS,
Grantor is desirous of compensating Optionee for serving on the Board and
increasing the incentive of Optionee to exert his utmost efforts to improve the
business and increase the assets of the Grantor. 

     NOW,
THEREFORE, in consideration of the mutual covenants set forth in this Agreement
and for other good and valuable consideration, the Grantor hereby grants the
Optionee options to purchase Common Stock of the Grantor on the following terms
and conditions: 

     1. Option. 

     Pursuant
to the Stratasys, Inc. _____ Plan, the Grantor hereby grants to the Optionee
non-qualified stock options, not intended to qualify under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), to purchase, subject to
Section 4 hereof, at any time commencing on the date set forth in Section 3(b)
hereof and terminating as of 5:00 p.m. Central Time on «MONTH» «DAY», «YEAR»
(the "Term"), up to «OptAmt»(«Opt») fully paid and non-assessable shares (the
“Shares”) of the Common Stock of the Grantor, par value $.0l per share (the
“Common Stock”). 

     2. Purchase Price. 

     The
purchase price ("Option Price") shall be $____ per share. The Grantor shall pay
all original issue or transfer taxes on the exercise of this option and all
other fees and expenses necessarily incurred by the Grantor in connection
therewith. 

     3. Exercise of Option. 

          (a) The Optionee shall notify the Grantor by hand delivery or
by registered or certified mail, return receipt requested, addressed to its
principal office (Attn: Chief Financial Officer), as to the number of shares of
Common Stock that the Optionee desires to purchase pursuant to the exercise of
options herein granted, which notice shall be accompanied by (i) cash or a
certified or bank check payable to the order of the Grantor in an amount equal
to the Option Price multiplied by the number of Shares for which this Option is
being exercised or (ii) the delivery of shares of the Grantor's Common Stock
having a fair market value equal to the Option Price multiplied by the number of
Shares for which this option is being exercised, provided that the Optionee has
held such shares of Common Stock so delivered for at least six months prior to
such delivery, or (iii) by a combination of (i) and (ii) above. For purposes of
this Agreement, the fair market value of the Grantor’s Common Stock shall be
equal to the closing price of the Common Stock on the Nasdaq Global Market or
such other principal market on which the Common Stock is then traded on the
trading date immediately preceding the date of exercise. To the extent allowed
by applicable federal and state securities laws, the Option Price may also be
paid in full by a broker-dealer to whom the Optionee has submitted an exercise
notice consisting of a fully-endorsed Exercise of Option in form satisfactory to
the Grantor ("Cashless Exercise"). As soon as practicable thereafter, the
Grantor shall either (i) cause to be delivered to the Optionee (or broker-dealer
in the event of a Cashless Exercise) certificates issued in the Optionee's name
(or name designated by the broker-dealer in the event of a Cashless Exercise)
evidencing the Shares purchased by the Optionee or (ii) cause such number of
Shares to be credited to the account of the Optionee or such broker-dealer at
the Grantor’s transfer agent. 




          (b) The option granted hereunder shall vest and become exercisable
by Optionee in accordance with the following schedule: 


	For options
      corresponding  	On «MONTH»
      «DAY», «YEAR»  
	to «AnnualAmt»
      shares  	  
	  
	For options
      corresponding  	On «MONTH»
      «DAY», «YEAR»  
	to «AnnualAmt»
      shares  	  
	  
	For options
      corresponding  	On «MONTH»
      «DAY», «YEAR»  
	to «AnnualAmt»
      shares  	  
	  
	For options
      corresponding  	On «MONTH»
      «DAY», «YEAR»  
	to «AnnualAmt»
      shares  	  
	  
	For options
      corresponding  	On «MONTH»
      «DAY», «YEAR»  
	to «AnnualAmt»
      shares  	  




     All options terminate at 5:00 p.m.
Central Time on «MONTH» «DAY», «YEAR» or such earlier time as provided in
Paragraph 4 hereof in the event Optionee’s service as a Director of the Board
with Grantor is terminated. 

     4. Termination and Accelerated Vesting of Option. 

          (a) If
the Optionee resigns as a director of the Grantor, then any option granted to
the Optionee hereunder that has not become exercisable shall immediately expire
and the Optionee may exercise any vested options for the remainder of the Term.


          (b) If
the Optionee dies while serving as a director of the Grantor or a subsidiary or
parent corporation, all options will vest immediately upon death and shall be
exercisable by a legatee or legatees of such Optionee under the Optionee’s last
will or by his or her personal representatives or distributes at any time up to
the termination of said option as provided in paragraph 3(b) above. 

          (c) If
the Optionee is not nominated to serve as a director of the Grantor or, if
nominated, fails to be reelected as a director of the Grantor, or if the
Optionee is removed as a director of the Grantor by the stockholders of the
Grantor, all options shall vest immediately upon termination of the Optionee’s
service as a director of the Grantor and shall be exercisable for the remainder
of the term. Thereafter, all unexercised vested options shall expire.


          (d) Anything in this Agreement to the contrary
notwithstanding, all outstanding options that have not vested and are not
exercisable by the Optionee as of the date of a Change in Control (as
hereinafter defined) shall be automatically deemed vested and shall be
exercisable on the date of such Change in Control and shall continue to be
exercisable until the end of the Term. 

          (e)
For the purpose of this Agreement, the term "Change in Control"
means:

               (i)
An acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (a "Person") of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the
then outstanding shares of common stock of the Grantor (the "Outstanding Company
Common Stock") or (B) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); excluding, however, the
following acquisitions of Outstanding Company Common Stock and Outstanding
Company Voting Securities: (A) any acquisition directly from the Grantor, other
than an acquisition by virtue of the exercise of a conversion privilege unless
the security being so converted was itself acquired directly from the Grantor;
(B) any acquisition by the Grantor; (C) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Grantor; or (D) any
acquisition by any Person pursuant to a transaction which complies with clauses
(A), (B) and (C) of subsection (iii) of this subparagraph (d); or




                 
(ii) Individuals who, as of the date of this Agreement (the
“Effective Date”), constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board; provided, however, that
any individual who becomes a member of the Board subsequent to the Effective
Date whose election, or nomination for election by the Grantor's shareholders,
was approved by a vote of at least a majority of directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board; but, provided further, that any such individual whose
initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board shall not be so considered as a member of the Incumbent Board;
or

                 
(iii) The consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Grantor (“Business Combination”); excluding, however, such a
Business Combination pursuant to which (A) all or substantially all of the
individuals and entities who are the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination will beneficially own, directly
or indirectly, more than 60 percent of, respectively, the outstanding shares of
common stock, and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns the
Grantor or all or substantially all of the Grantor's assets) in substantially
the same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (B) no Person (other than any employee
benefit plan (or related trust) sponsored or maintained by the Grantor or any
entity controlled by the Grantor or such corporation resulting from such
Business Combination) will beneficially own, directly or indirectly, 30 percent
or more of, respectively, the outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined voting
power of the outstanding voting securities of such corporation entitled to vote
generally in the election of directors except to the extent that such ownership
existed with respect to the Grantor prior to the Business Combination, and (C)
at least a majority of the members of the board of directors of the corporation
resulting from such Business Combination will have been members of the Incumbent
Board at the time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or

                 
(iv) The consummation of a complete liquidation or
dissolution of the Grantor. 

      5.
Divisibility and Non-Assignability of the
Options. 

           (a)
The Optionee may exercise the options herein granted from time to time during
the periods of their respective effectiveness with respect to any whole number
of Shares included therein, but in no event may an option be exercised as to
less than one hundred (100) Shares at any one time, except for the remaining
Shares covered by the option if less than one hundred (100). 

           (b)
The Optionee may not give, grant, sell, exchange, transfer legal title, pledge,
assign or otherwise encumber or dispose of the options herein granted or any
interest therein. 

      6.
Stock as Investment. 

            (a)
By accepting this option, the Optionee agrees for himself and his successors and
assigns that, unless the Shares are issued pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the “Securities Act”)
any and all Shares purchased hereunder shall be acquired for investment purposes
only and not for sale or distribution, and upon the issuance of any or all of
the Shares issuable upon exercise of the option granted hereunder, the Optionee,
or his or her successors and assigns receiving such Shares, shall deliver to the
Grantor a representation in writing, that such Shares are being acquired in good
faith for investment purposes only and not for sale or distribution. Grantor may
to the extent required by applicable securities law, place a “stop transfer”
order with respect to such Shares with its transfer agent and place an
appropriate restrictive legend on the stock certificate(s) evidencing such
Shares. 




     (b)
Unless a registration statement is filed with the Securities and Exchange
Commission covering the Shares issuable upon the exercise of the option, such
Shares will be restricted securities. Sales of such restricted securities may be
made only in compliance with an available exemption from such registration or
pursuant to an effective registration statement under the Securities Act.


     7. Restriction on Issuance of Shares.


     The
Grantor shall not be required to issue or deliver any certificate for shares of
its Common Stock purchased upon the exercise of any option unless (a) the
issuance of such shares has been registered with the Securities and Exchange
Commission under the Securities Act, or counsel to the Grantor shall have given
an opinion that such registration is not required; (b) approval, to the extent
required, shall have been obtained from any state regulatory body having
jurisdiction thereof, and (c) permission for the listing of such shares shall
have been given by any national securities exchange on which the Common Stock of
the Grantor is at the time of issuance listed. 

     8. Adjustment on Changes in Capitalization. 

     In the
event that the outstanding shares of Common Stock are changed after the date
hereof by reason of recapitalization, reclassification, stock split-up,
combination or exchange of shares of Common Stock or the like, or by the
issuance of dividends payable in shares of Common Stock, an appropriate
adjustment shall be made by the Board of Directors, as determined by the Board
of Directors and/or the Committee, in the aggregate number of shares of Common
Stock issuable upon exercise of the outstanding Options, and the Option Price
per share. In the event of any Business Combination other than a Business
Combination that complies with clauses (A), (B), and (C) of subsection (iii) of
subparagraph (c) of Paragraph 4, each then outstanding option shall upon
exercise thereafter entitle the holder thereof to such number of shares of
Common Stock or other securities or property to which a holder of shares of
Common Stock of the Grantor would have been entitled to upon such Business
Combination; and in any such case appropriate adjustment, as determined by the
Board of Directors of the Grantor (or successor entity), shall be made as set
forth above with respect to any future changes in the capitalization of the
Grantor or its successor entity. In the event of the proposed dissolution or
liquidation of the Grantor, all outstanding options under the _____ Plan will
automatically terminate, unless otherwise provided by the Board of Directors of
the Grantor or any authorized committee thereof.

     9. No Rights in Option Stock. 

     Optionee
shall have no rights as a shareholder in respect of shares as to which the
option granted hereunder shall not have been exercised and payment made as
herein provided. 

     10. Effect Upon Board Membership.


      This
Agreement does not give the Optionee any right to continued membership on the
Board of the Grantor. 

     11. Binding Effect. 

      Except
as herein otherwise expressly provided, this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors, legal
representatives and assigns. 

     12. Agreement Subject to _____ Plan.


     
Notwithstanding anything contained herein to the contrary, this Agreement is
subject to, and shall be construed in accordance with, the terms of the _____
Plan, and in the event of any inconsistency between the terms hereof and the
terms of the _____ Plan, the terms of the _____ Plan shall govern. 




     13. Withholding. 

     Optionee
agrees to cooperate with the Grantor to take all steps necessary or appropriate
for any required withholding of taxes by the Grantor under law or regulation in
connection therewith. 

     14. Miscellaneous. 

     This
Agreement shall be construed under the laws of the State of Delaware. Headings
have been included herein for convenience of reference only, and shall not be
deemed a part of the Agreement. 

     IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written. 

	ACCEPTED AND AGREED
      TO:  			STRATASYS,
      INC.  
	 	 			
	 	 	 		  
	 	 	 	By: 
    	 
	«BOD MBR
      NAME»  	 	 	  «COMPANY OFFICER»