Form of Option Agreement & Form of Option Grant Notice



 EXHIBIT 10.3.1 
 CARDIOMEMS, INC. 
 2006 EQUITY
INCENTIVE PLAN 
 OPTION AGREEMENT 
 (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK
OPTION) 
 Pursuant to your Option Grant Notice (“Grant Notice”) and this Option Agreement,
CardioMEMS, Inc. (the “Company”) has granted you an option under its 2006 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant
Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan. 
 The details of your option are as follows: 
 1. VESTING. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. 
 2. NUMBER OF SHARES AND EXERCISE PRICE. The number of
shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments. 
 3. EXERCISE RESTRICTION FOR NON-EXEMPT EMPLOYEES. In the
event that you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (i.e., a “Non-Exempt Employee”), you may not exercise your option until you have completed at
least six (6) months of Continuous Service measured from the Date of Grant specified in your Grant Notice, notwithstanding any other provision of your option. 
 4. METHOD OF PAYMENT. Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make payment of the exercise
price in cash or by check or in any other manner permitted by your Grant Notice, which may include one or more of the following: 
 (a) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board
that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. 
 (b) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, by delivery
to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear 







 
of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these
purposes, in the sole discretion of the Company at the time you exercise your option, shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. Notwithstanding the
foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. 
 5. WHOLE SHARES. You may exercise your option only for whole shares of Common Stock. 
 6. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, you may not
exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance
would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines
that such exercise would not be in material compliance with such laws and regulations. 
 7. TERM. You may not exercise
your option before the commencement or after the expiration of its term. The term of your option commences on the Date of Grant and expires upon the earliest of the following: 
 (a) three (3) months after the termination of your Continuous Service for any reason other than your Disability or death; provided,
however, that (i) if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in Section 6, your option shall not expire until the earlier of the Expiration Date or
until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service and (ii) if (x) you are a Non-Exempt Employee, (y) you terminate your Continuous Service within six
(6) months after the Date of Grant specified in your Grant Notice, and (z) you have vested in a portion of your option at the time of your termination of Continuous Service, your option shall not expire until the earlier of (A) the
later of the date that is seven (7) months after the Date of Grant specified in your Grant Notice or the date that is three (3) months after the termination of your Continuous Service, or (B) the Expiration Date; 
 (b) twelve (12) months after the termination of your Continuous Service due to your Disability; 
 (c) eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after your
Continuous Service terminates; 
 (d) the Expiration Date indicated in your Grant Notice; or 
 (e) the day before the tenth (10th) anniversary of the Date of Grant. 
 If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code
requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the 








 
date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has
provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an
Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates. 
 8. EXERCISE. 
 (a)
You may exercise the vested portion of your option during its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company
may designate, during regular business hours, together with such additional documents as the Company may then require. 
 (b) By
exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising
by reason of (i) the exercise of your option, or (ii) the disposition of shares of Common Stock acquired upon such exercise. 
 (c) If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock
issued upon exercise of your option that occurs within two (2) years after the date of your option grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your option. 
 9. TRANSFERABILITY. Your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable
during your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to
exercise your option. In addition, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust, provided
that you and the trustee enter into transfer and other agreements required by the Company. 
 10. OPTION NOT
A SERVICE CONTRACT. Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the
employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or
Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate. 
 11.
WITHHOLDING OBLIGATIONS. 
 (a) At the time you exercise your option, in whole or in part, or at any
time thereafter as requested by the Company, you hereby authorize withholding from payroll and any 








 
other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program
developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any,
which arise in connection with the exercise of your option. 
 (b) Upon your request and subject to approval by the Company, in its
sole discretion, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common
Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a
liability for financial accounting purposes). Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. 
 (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you
may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided
for herein unless such obligations are satisfied. 
 12. NOTICES. Any notices provided for in your option or the Plan
shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the
last address you provided to the Company. 
 13. GOVERNING PLAN DOCUMENT. Your option is
subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted
pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control. 







 CARDIOMEMS, INC. 
 2006 EQUITY INCENTIVE PLAN 
 OPTION GRANT NOTICE 
 CardioMEMS, Inc. (the
“Company”), pursuant to its 2006 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This
option is subject to all of the terms and conditions as set forth herein and in the Option Agreement, the Plan, and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. 
  

			
	Optionholder:	  	  

	Date of Grant:	  	  

	Vesting Commencement Date:	  	  

	Number of Shares Subject to Option:	  	  

	Exercise Price (Per Share):	  	  

	Total Exercise Price:	  	  

	Expiration Date:	  	  


  

					
	Type of Grant:	 	 ̈ Incentive Stock Option1	  	 ̈ Nonstatutory Stock Option
		
	Exercise Schedule:	 	[Initial Grant: 1/4th of the shares vest and
become exercisable one year after the Vesting Commencement Date; the balance of the shares vest and become exercisable in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting
Commencement Date.]
		
		 	[Refresher Grant: The shares vest and become exercisable in a series of forty-eight (48) successive equal monthly installments over the four (4)-year period measured from the Vesting
Commencement Date.]
		
	Payment:	 	By one or a combination of the following items (described in the Option Agreement):
		
		 	 x       By cash, check, bank draft or money order payable to
the Company

		 	 x       Pursuant to a Regulation T Program if the Shares are
publicly traded

		 	 x       By delivery of already-owned shares if the Shares
are publicly traded


 Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands
and agrees to, this Option Grant Notice, the Option Agreement, and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between
Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of (i) options previously granted and delivered to Optionholder under the
Plan, and (ii) the following agreements only: 
  

			
	 OTHER AGREEMENTS:
	  	  

		  	  


  

							
	 CARDIOMEMS, INC.
	 		 	OPTIONHOLDER:
				
	 By:
	 	  
	 		 	  

		 	Signature	 		 	Signature
				
	Title:	 	  
	 	Date:	 	  

				
	 Date:
	 	  
	 		 	

 ATTACHMENTS: Option Agreement, 2006 Equity Incentive Plan, and Notice of
Exercise 


	 1
	 If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be
first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. 









 ATTACHMENT I 
 OPTION AGREEMENT 







 ATTACHMENT II 
 2006 EQUITY INCENTIVE PLAN 







 ATTACHMENT III 
 NOTICE OF EXERCISE