CAUSE, ANY STOCK OPTION HELD BY THE OPTIONEE SHALL
IMMEDIATELY TERMINATE AND BE OF NO FURTHER FORCE AND EFFECT.
FOR PURPOSES
HEREOF, "CAUSE" SHALL MEAN A VOTE BY THE BOARD RESOLVING THAT THE
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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.
(B)
TERMINATION BY REASON OF DEATH.
IF THE
OPTIONEE CEASES TO BE A DIRECTOR BY REASON OF DEATH, ANY STOCK OPTION HELD BY
THE OPTIONEE MAY BE EXERCISED BY HIS OR HER LEGAL REPRESENTATIVE OR LEGATEE FOR
A PERIOD OF 12 MONTHS FROM THE DATE OF DEATH OR UNTIL THE EXPIRATION DATE, IF
EARLIER.
(C)
OTHER TERMINATION.
IF THE OPTIONEE CEASES
TO BE A DIRECTOR FOR ANY REASON OTHER THAN CAUSE OR DEATH, ANY STOCK OPTION HELD
BY THE OPTIONEE MAY BE EXERCISED FOR A PERIOD OF THREE MONTHS FROM THE DATE OF
TERMINATION OR UNTIL THE EXPIRATION DATE, IF EARLIER.
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 WITHOUT
LIMITATION, 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.
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 AS A DIRECTOR.
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(C)
PURSUANT TO SECTION 15 OF THE PLAN, THE
COMMITTEE MAY AT ANY TIME AMEND OR CANCEL ANY OUTSTANDING PORTION OF THIS STOCK
OPTION, BUT NO SUCH ACTION MAY BE TAKEN WHICH ADVERSELY AFFECTS THE OPTIONEE'S
RIGHTS UNDER THIS AGREEMENT WITHOUT THE OPTIONEE'S CONSENT.
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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