Exhibit 10.4
MEDICALCV, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO AMENDED AND RESTATED 2001 EQUITY INCENTIVE PLAN
No. of shares subject to option:
Option No.:
Date of grant:
THIS OPTION AGREEMENT is entered into by and between MedicalCV, Inc., a
Minnesota corporation (the "Company"), and
(the "Optionee") pursuant to the
Company's Amended and Restated 2001 Equity Incentive Plan (the "Plan").
Unless
otherwise defined herein, certain capitalized terms shall have the meaning set
forth in the Plan.
W I T N E S S E T H:
1.
NATURE OF THE OPTION.
THIS OPTION IS NOT INTENDED TO QUALIFY AS
AN INCENTIVE STOCK OPTION WITHIN THE MEANING OF SECTION 422 OF THE UNITED STATES
INTERNAL REVENUE CODE OF 1986, AS AMENDED.
2.
GRANT OF OPTION.
PURSUANT TO THE PROVISIONS OF THE PLAN, THE
COMPANY GRANTS TO THE OPTIONEE, SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN
AND TO THE TERMS AND CONDITIONS HEREIN SET FORTH, THE RIGHT AND OPTION TO
PURCHASE FROM THE COMPANY ALL OR A PART OF AN AGGREGATE OF
(
) SHARES OF STOCK
(THE "SHARES") AT THE PURCHASE PRICE OF $
PER SHARE, SUCH OPTION TO
BE EXERCISED AS HEREINAFTER PROVIDED.
THE EXERCISE PRICE IS NOT LESS THAN THE
FAIR MARKET VALUE OF THE STOCK ON THE DATE OF THE GRANT.
3.
TERMS AND CONDITIONS.
IT IS UNDERSTOOD AND AGREED THAT THE
OPTION EVIDENCED HEREBY IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
(A)
EXPIRATION DATE.
THIS OPTION SHALL EXPIRE TEN YEARS AFTER THE
DATE OF GRANT SPECIFIED ABOVE.
NOTWITHSTANDING THE FOREGOING, IF THE OPTIONEE'S
EMPLOYMENT OR RELATIONSHIP WITH THE COMPANY OR RELATED COMPANY IS TERMINATED BY
REASON OF DEATH, DISABILITY OR RETIREMENT, THIS OPTION SHALL EXPIRE ON THE
ONE-YEAR ANNIVERSARY OF THE TERMINATION DATE.
IF THE OPTIONEE'S EMPLOYMENT OR
RELATIONSHIP WITH THE COMPANY OR RELATED COMPANY IS TERMINATED BY REASONS FOR
OTHER THAN DEATH, DISABILITY OR RETIREMENT, THIS OPTION SHALL, SUBJECT TO
SECTION 4 OF THE PLAN, EXPIRE ON THE THREE-MONTH ANNIVERSARY OF THE TERMINATION
DATE.
EXCEPT AS OTHERWISE PROVIDED BY THE BOARD, AN OPTIONEE SHALL BE
CONSIDERED TO HAVE A "DISABILITY" IF THE OPTIONEE IS UNABLE, BY REASON OF A
MEDICALLY DETERMINABLE PHYSICAL OR MENTAL IMPAIRMENT, TO SUBSTANTIALLY PERFORM
THE PRINCIPAL DUTIES OF EMPLOYMENT WITH THE COMPANY, WHICH CONDITION, IN THE
OPINION OF A PHYSICIAN SELECTED BY THE BOARD, IS EXPECTED TO HAVE A DURATION OF
NOT LESS THAN 120 DAYS.
(B)
EXERCISE OF OPTION.
SUBJECT TO THE PLAN AND THE OTHER TERMS OF
THIS AGREEMENT REGARDING THE EXERCISABILITY OF THIS OPTION, THIS OPTION SHALL BE
EXERCISABLE CUMULATIVELY, TO THE EXTENT IT IS VESTED, AS SET FORTH IN
EXHIBIT A.
ANY EXERCISE SHALL BE ACCOMPANIED BY A WRITTEN NOTICE TO THE COMPANY
SPECIFYING THE NUMBER OF SHARES OF STOCK AS TO WHICH THE OPTION IS BEING
EXERCISED.
NOTATION OF ANY PARTIAL EXERCISE SHALL BE MADE BY THE COMPANY ON
SCHEDULE I HERETO.
THIS OPTION
MAY NOT BE EXERCISED FOR A FRACTION OF A SHARE, AND MUST BE EXERCISED FOR NO
FEWER THAN ONE