Exhibit 10.8


 


DATA SCIENCES
INTERNATIONAL, INC.

EMPLOYEE NON-INCENTIVE STOCK OPTION AGREEMENT


 


Option
Agreement, made and entered into this            day of               ,          between Data Sciences
International, Inc., a Minnesota corporation (the “Company”) and                , an individual resident
of                          
(“Employee”).


 


WHEREAS,
the Company has adopted the Company’s 1992 Stock Option Plan (the “Plan”) which
permits issuance of stock options for the purchase of shares of common stock of
the Company, and the Company has taken all necessary actions to grant the
following option pursuant and subject to the terms of the Plan.


 


NOW
THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Company and Employee hereby agree as
follows:


 


1.             Grant of Option. The Company hereby
grants Employee the right and option (hereinafter called the “Option”) to
purchase all or any part of an aggregate of                shares of the Company’s
common stock at the option price $        
per share on the terms and conditions set forth in this agreement and in the
Plan. The Option is not intended to be an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”). A copy of the Plan will be furnished upon request of Employee.


 


2.             Vesting of Option Rights. Subject to the other
terms and conditions set forth herein, the Option may be exercised by
Employee in on or after accordance with the following schedule:


 


	
  On or after each of the

  following dates

  	
   

  	
  Cumulative percentage of shares

  with respect to which the Option

  is exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


The Option shall
terminate at the close of business on                            or such shorter period
as is prescribed herein. Employee shall not have any of the rights of a
shareholder with respect to the shares subject to the Option until such shares
shall be issued to Employee upon the proper exercise of the Option.


 


3.             Exercise of Option after
Death or Termination of Employment. The Option shall terminate and may no
longer be exercised if Employee ceases to be employed by the Company or its
subsidiaries, except that:


 


(a)           If Employee’s employment shall be terminated for any
reason, voluntary or involuntary, other than death or disability (as set forth
in section 3(d)) or as a result of Employee’s serious misconduct, Employee
may at any time within a period of three (3) months after such
termination exercise the Option to the extent the Option was exercisable by
Employee on the date of the termination of Employee’s employment; and


 

















 


(b)           If Employee’s employment is terminated as a result of
Employee’s serious misconduct, including but not limited to wrongful
appropriation of funds or the commission of a gross misdemeanor or felony, the
Option shall be terminated as of the date of the misconduct; and


 


(c)           If Employee’s employment is terminated for any reason,
voluntary or involuntary, and Employee obtains employment with a direct
competitor of the Company during the three (3) months after such
termination, the Option shall be terminated as of the date employee obtains
such employment; and


 


(d)           If Employee dies in the employ of the Company or a
subsidiary or within three (3) months after the termination of such
employment for any reason other than Employee’s misconduct, or Employee’s
employment is terminated because Employee has become disabled (within the
meaning of Code section 22(e)(3)) while in the employ of the Company or a
subsidiary, the Option may, within twelve (12) months after Employee’s death or
the date of termination for such disability, be exercised to the extent that
Employee was entitled to exercise the Option on the date of Employee’s death or
termination of employment, if earlier, by Employee or Employee’s personal
representatives, if applicable, or by the person or persons to whom Employee’s
rights under the Option pass by will or by the applicable laws of descent and
distribution;


 


provided, however, that
the Option may not be exercised to any extent by anyone after the
termination date of the Option.


 


4.             Investment
Representation. Employee hereby represents and agrees that any shares of stock which
Employee may acquire pursuant to the exercise of the Option will be
acquired for long-term investment purposes and not with the view toward the
distribution or sale thereof in a public offering within the meaning of the
federal Securities Act of 1933. Employee acknowledges that at the time of
acquisition such shares will not be registered under either the federal or
applicable state securities laws, and that the Company will be relying upon the
foregoing investment representation in agreeing to issue such shares to
Employee. Employee acknowledges that the transferability of such shares will be
subject to restrictions imposed by all applicable federal and state securities
laws and agrees that the certificates evidencing such shares may be
imprinted with an appropriate legend setting forth these restrictions on
transferability.


 


5.             Method of Exercise of
Option.
Subject to the foregoing, the Option may be exercised in whole or in
part from time to time by serving written notice of exercise on the
Company at its principal office. The notice shall set forth the number of
shares as to which the Option is being exercised and shall be accompanied by
payment of the purchase price. Payment of the purchase price shall be made by
check or money order payable to the Company; or, at the discretion of the
Company, (i) by delivering to the Company for cancellation shares of the
Company’s common stock already owned by Employee having a fair market value
equal to the full purchase price of the shares being acquired, or (ii) a
combination of cash and such shares. The fair market value of such shares shall
be determined as provided in section 5 of the Plan. However, if Employee
is still in the employment of the Company at the time of the exercise of the
Option, Employee may make payment of the purchase price of the option
shares by delivery to the Company of Employee’s full recourse promissory note
with a principal amount not to


 


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exceed eighty percent
(80%) of the Option price, bearing interest at a rate not less than the minimum
rate required to avoid the imputation of income, original issue discount or a
below-market rate loan pursuant to Sections 483, 1274 or 7872 of the Code or
any successor provisions thereto, as determined by the Company. Such promissory
note shall be secured by a pledge of the option shares and shall be payable by
Employee at the earlier of (a) thirty-six (36) months
from the date of the promissory note, or (b) the date that Employee leaves
the employment of the Company.


 


6.             Company’s Option to
Repurchase Shares.


 


(a)           Upon and after the occurrence of any one or more of the
Option Events, as hereinafter defined, the Company shall have the irrevocable
right and option (the “Call Option”) to purchase from Employee or Employee’s
heirs, successors, personal representatives or assigns, and Employee on behalf
of his heirs, successors, personal representatives or assigns, agrees to sell
to the Company upon the exercise of the Call Option all or any part of the
shares acquired by Employee pursuant to this option. (The Company’s Call
Option, and any reference to shares acquired by Employee pursuant to this
option, shall be deemed to include all other shares of any class or series of
the Company’s capital stock acquired by Employee on account of or with respect
to shares acquired pursuant to this option, whether the acquisition of such
shares is by stock dividend, stock split, recapitalization or any other similar
means.) Such right may be exercised in whole or in part and from time
to time. No delay in the exercise of such right by the Company will diminish or
terminate such right. The Option Events shall be:


 


(i)            The express desire of Employee to sell, assign, pledge,
transfer, give or otherwise dispose of or encumber any shares acquired by
Employee pursuant to this option to a bona fide third party or any attempt by
Employee to transfer any such shares except in strict compliance with the terms
and conditions of this Agreement.


 


(ii)           The appointment by a court of competent jurisdiction or
otherwise of a receiver, trustee or assignee of Employee or Employee’s property.


 


(iii)          The expiration of thirty (30) days immediately following
the date upon which a money judgment entered in a court of record against
Employee becomes final, provided such judgment remains unsatisfied.


 


(iv)          Voluntary application of Employee for relief under any
act of Congress or any of the laws of the several states now or hereafter
enacted providing for the relief of debtors.


 


(v)           Institution of a levy, garnishment or attachment
involving such shares, unless released or discharged within a period of thirty
(30) days.


 


(vi)          Employee’s termination of employment with the Company,
whether voluntary or involuntary with or without cause, including, without
limitation, termination as a result of death or disability.


 


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(vii)         Employee’s engaging, directly or indirectly, in any
business which at such time competes with any business either (1) in which
the Company is then engaged; or (2) that the Company is then in active
preparation for engagement in.


 


(b)           Upon the occurrence of anyone or more of the Option
Events, Employee (or a legal representative thereof) shall deliver a written
notice thereof to the Company, which notice shall specify the Option Event, the
person to whom the shares are to be sold, transferred, exchanged or disposed
of, if applicable, the purchase price or other consideration to be received by
Employee for such shares, if any, and the terms upon which such purchase price
or other consideration is to be paid, if applicable. The Company may then
exercise its Call Option with respect to all or any part of such shares by
delivering a written acceptance to Employee (or a legal representative thereof)
within thirty (30) days after receipt of the foregoing written notice from
Employee. If the Company elects not to exercise the Call Option, Employee (or a
legal representative thereof) shall be able to transfer or encumber such shares
on the terms specified in the written notice to the Company, but only if such
transaction is consummated within ninety (90) days after such notice to the
Company.


 


(c)           The purchase price for the shares that are repurchased by
the Company pursuant to the exercise of its Call Option shall be either the
fair market value thereof or, if applicable, the amount to be paid therefor by
a bona fide third party purchaser. The fair market value of the shares shall be
as determined by the Company’s Board of Directors in accordance with this Plan;
provided, however, that if upon the occurrence of an Option Event the Company’s
shares are then traded on an established securities market, the fair market
value thereof shall be such trading price.


 


(d)           As determined by the Company’s board of directors in its
sole and absolute discretion, the Company shall make payment of the purchase
price for any shares reacquired by it pursuant to its exercise of the Call
Option by delivering to Employee or Employee’s heirs, successors, assigns or
personal representatives, as the case may be, either (i) the Company’s
check in the amount of the purchase price or (ii) the Company’s promissory
note in the amount of the purchase price, which promissory note shall provide
for a term not to exceed five (5) years and interest on the unpaid balance
thereof at a rate which is not less than the minimum rate required to avoid the
imputation of income, original issue discount or a below market rate loan pursuant
to Sections 483, 1274 and 7872 of the Code or any successor provisions thereto,
as determined by the Company, or (iii) a combination of cash and the
Company’s promissory note, with the foregoing terms, the total of which is
equal to such purchase price. Upon receipt of such payment from the Company,
Employee or his or her heirs, successors, assigns or personal representatives,
as the case may be, shall deliver to the Company for cancellation the
stock certificate or certificates evidencing the Common Shares being
repurchased by the Company pursuant to the exercise of its Call Option, which
certificate or certificates shall be duly endorsed for cancellation by the
Company. Employee shall have no rights as a shareholder after receiving payment
from the Company.


 


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(e)           Employee shall not voluntarily or involuntarily sell,
exchange, transfer, pledge, or otherwise dispose of any of the shares acquired
pursuant to the exercise of this option unless Employee shall first
offer to
sell such shares to the Company pursuant to the Company’s Call Option as
described above. The following legend shall be affixed to the certificates
evidencing the shares acquired pursuant to the exercise of this option:


 


The
shares evidenced by this certificate are subject to restrictions on
transferability and the repurchase options contained in an Incentive Stock
Option Agreement dated         between
              and Data Sciences
International, Inc., a Minnesota corporation, a copy of which is available
for review at the principal offices of Data Sciences International, Inc.


 


7.             Miscellaneous.


 


(a)           This agreement shall not confer on Employee any right
with respect to continuance of employment with the Company or any subsidiary of
the Company, nor will it interfere in any way with the right of the Company to
terminate such employment at any time. Neither Employee nor his legal
representative, legatees or distributees, as the case may be, will be or
will be deemed to be the holder of any shares subject to the Option unless and
until the Option has been exercised and the purchase price of the shares
purchased has been paid.


 


(b)           The Option may not be transferred, except by will or
the laws of descent and distribution to the extent provided in subsection 3(c),
and during Employee’s lifetime the Option is exercisable only by Employee.


 


(c)           If there shall be any change in the stock subject to the
Option through merger, consolidation, reorganization, recapitalization, stock
divided, stock split or other change in the corporate structure of the Company,
appropriate adjustments shall be made by the Company in the number of shares and the price per
share of the shares subject to the Option in order to prevent dilution or
enlargement of the option rights granted hereunder.


 


(d)           The Company shall at all times during the term of the
Option reserve and keep available such number of shares of the Company’s common stock as will be
sufficient to satisfy the requirements of this agreement.


 


(e)           If Employee shall
dispose of any of the shares of stock acquired upon exercise of the Option
within two (2) years from the date the Option was granted or within one (1) year
after the date of exercise of the Option, then, in order to provide the Company
with the opportunity to claim the benefit of any income tax deduction, Employee
shall promptly notify the Company of the dates of acquisition and disposition
of such shares, the number of shares so disposed of, and the consideration, if
any, received for such shares.


 


IN
WITNESS WHEREOF, the Company and Employee have executed this agreement on the
date set forth in the first paragraph.


 


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  DATA
  SCIENCES INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  [the
  “Company”]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its     President and CEO       

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature                                                   

  	
   

  
	
   

  	
   

  
	
   

  	
  [“Employee”]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print                                                           

  	
   

  
					



 


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