AMENDMENT TO NONSTATUTORY STOCK OPTION AWARD AND NONSTATUTORY SUPPLEMENTAL STOCK OPTION AGREEMENTS
Exhibit 10.10
AMENDMENT TO NONSTATUTORY STOCK OPTION AWARD
AND NONSTATUTORY SUPPLEMENTAL
This AMENDMENT TO NONSTATUTORY STOCK OPTION AWARD AND NONSTATUTORY STOCK OPTION AGREEMENTS
(this “Amendment”) is made by and between SANUWAVE, Inc., a Delaware corporation (the “Company”),
and Xxxxx X. Xxxxxxx (the “Optionholder”).
WHEREAS, the parties entered into that certain Employment Agreement, dated April 10, 2006,
pursuant to which the Optionholder was granted nonstatutory stock options and supplemental
nonstatutory stock options under Section 5 of the Employment Agreement;
WHEREAS, the parties entered into a Nonstatutory Stock Option Award on October 24, 2006,
pursuant to which the Optionholder was granted nonstatutory stock options (“Nonstatutory Stock
Options”) to purchase whole shares of 3,057.75 shares of the Company’s common stock; and
WHEREAS, the Optionholder was granted additional Nonstatutory Stock Options to purchase whole
shares of 6,739.05 shares of the Company’s common stock in 2008; and
WHEREAS, the parties entered into certain Nonstatutory Stock Option Agreements, dated October
24, 2006, describing the Supplemental Options, pursuant to which the Optionholder was granted
nonstatutory stock options to purchase all or any part of (a) 294 shares of the Company’s common
stock (“Supplemental Option 1”), (b) 294 shares of the Company’s common stock (“Supplemental Option
2”), and (c) 441 shares of the Company’s common stock (“Supplemental Option 3”), (collectively, the
“Supplemental Options”); and
WHEREAS, in 2008, the Optionholder was granted additional Supplemental Options to purchase all
or part of (a) 484.82 shares of the Company’s common stock under Supplemental Option 1, (b) 484.82
shares of the Company’s common stock under Supplemental Option 2, and (c) 727.22 shares of the
Company’s common stock under Supplemental Option 3; and
WHEREAS, the Company has approved the grant of additional nonstatutory stock options to
reflect changes to the number of the Company’s outstanding shares since the date of the initial
stock option grants, and to change the vesting and exercise price of certain options underlying the
shares of the Company’s common stock;
NOW THEREFORE, the parties hereby agree to amend the Nonstatutory Stock Options and the
Supplemental Options as follows, effective as of the date of this Amendment:
| 1. | The Company hereby grants additional Nonstatutory Stock Options under
the Nonstatutory Stock Option Award to reflect changes to the number of the
Company’s outstanding shares since the date of the initial stock option grants.
Accordingly, the Optionholder is granted an additional nonstatutory stock
option to purchase whole shares of 603.50 shares of the Company’s common stock
for a total option to purchase whole shares of 10,400.30 shares of the
Company’s common stock. |
| 2. | The Company hereby grants additional nonstatutory stock options under the
Supplemental Options to reflect changes to the number of the Company’s
outstanding shares since the date of the initial stock option grants.
Accordingly, the Optionholder is granted additional supplemental
nonstatutory stock options to purchase whole shares of (a) 237.10 shares of
the Company’s common stock under Supplemental Option 1, (b) 237.10 shares
of the Company’s common stock under Supplemental Option 2, and (c) 355.60
shares of the Company’s common stock under Supplemental Option 3. |
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| 3. | Sections 3 and 5 of Supplemental Option 1 are hereby amended to reflect
the following: Supplemental Option 1 will have an exercise price of $100 per
Share. Supplemental Option 1 will vest and become exercisable as to 100
percent (100%) of the total number of Shares subject to Supplemental Option 1
on the earlier of (i) April 10, 2012, and (ii) the date that the Company or its
shareholders (A) enters into a transaction with any person or entity (including
an issuance of options or the sale of equity interests in or assets of the
Company) that establishes a value for the Company on a per share basis equal to
at least $300 per Share or (B) receives a valuation from the Company’s usual
financial advisor, or from another financial firm retained by the Company for
the purpose of obtaining such valuation, that establishes a value for the
Company on a per share basis equal to at least $300 per Share. Notwithstanding
the above, if the Common Stock of the Company is or becomes listed on a
national security exchange, Supplemental Option 1 will vest and become
exercisable as to 100 percent (100%) of the total number of Shares subject to
Supplemental Option 1 if the future closing price is equal to or exceeds 3.0
times the closing price of the Company’s Common Stock as of the first date that
such Common Stock is listed and traded on that exchange. Exercise price for the
Supplemental Option 1 will be the closing price of the Company’s Common Stock
as of the first date that such Common Stock is listed and traded on that
exchange. |
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| 4. | Sections 3 and 5 of Supplemental Option 2 are hereby amended to reflect
the following: Supplemental Option 2 will have an exercise price of $100 per
Share. Supplemental Option 2 will vest and become exercisable as to 100
percent (100%) of the total number of Shares subject to Supplemental Option 2
on the earlier of (i) April 10, 2012, and (ii) the date that the Company or its
shareholders (A) enters into a transaction with any person or entity (including
an issuance of options or the sale of equity interests in or assets of the
Company) that establishes a value for the Company on a per share basis equal to
at least $600 per Share or (B) receives a valuation from the Company’s usual
financial advisor, or from another financial firm retained by the Company for
the purpose of obtaining such valuation, that establishes a value for the
Company on a per share basis equal to at least $600 per Share.
Notwithstanding the above, if the Common Stock of the Company is or becomes
listed on a national security exchange, Supplemental Option 2 will vest and
become exercisable as to 100 percent (100%) of the total number of Shares
subject to Supplemental Option 2 if the future closing price is equal to or
exceeds 6.0 times the closing price of the Company’s Common Stock as of the
first date that such Common Stock is listed and traded on that exchange.
Exercise price for the Supplemental Option 2 will be the closing price of
the Company’s Common Stock as of the first date that such Common Stock is
listed and traded on that exchange. |
| 5. | Sections 3 and 5 of Supplemental Option 3 are hereby amended to reflect
the following: Supplemental Option 3 will have an exercise price of $100 per
Share. Supplemental Option 3 will vest and become exercisable as to 100
percent (100%) of the total number of Shares subject to Supplemental Option 3
on the earlier of (i) April 10, 2012, and (ii) the date that the Company or its
shareholders (A) enters into a transaction with any person or entity (including
an issuance of options or the sale of equity interests in or assets of the
Company) that establishes a value for the Company on a per share basis equal to
at least $900 per Share or (B) receives a valuation from the Company’s usual
financial advisor, or from another financial firm retained by the Company for
the purpose of obtaining such valuation, that establishes a value for the
Company on a per share basis equal to at least $900 per Share. Notwithstanding
the above, if the Common Stock of the Company is or becomes listed on a
national security exchange, Supplemental Option 3 will vest and become
exercisable as to 100 percent (100%) of the total number of Shares subject to
Supplemental Option 3 if the future closing price is equal to or exceeds 9.0
times the closing price of the Company’s Common Stock as of the first date that
such Common Stock is listed and traded on that exchange. Exercise price for
the Supplemental Option 3 will be the closing price of the Company’s Common
Stock as of the first date that such Common Stock is listed and traded on that
exchange. |
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| 6. | Notwithstanding the foregoing, the options granted under this Amendment
shall be cancelled and all rights to such options for shares of common stock
and the changes in vesting and exercise price shall be forfeited in their
entirety if the Company does not engage in a share exchange or reverse merger
with a public shell company on or before October 31, 2009. |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 14th day of
September, 2009.
| SANUWAVE, Inc. | OPTIONHOLDER | |||||||||
By: |
||||||||||
| Name: | Xxxxx X. Xxxxxxx | |||||||||
| Title: | ||||||||||
SCHEDULE A
Date Option granted: |
October 24, 2006 | |||
Date Option expires: |
October 24, 2016 | |||
Options: |
||||
Original Number of shares granted |
3,057.75 shares | |||
Additional Number of shares granted in 2008 |
6,739.05 shares | |||
Additional Number of shares granted
under this Amendment: |
603.50 shares | |||
Supplemental Option 1: |
||||
Original Number of shares granted |
294.00 shares | |||
Additional Number of shares granted in 2008 |
484.82 shares | |||
Additional Number of shares
granted under this Amendment: |
237.10 shares | |||
Supplemental Option 2: |
||||
Original Number of shares granted |
294.00 shares | |||
Additional Number of shares granted in 2008 |
484.82 shares | |||
Additional Number of shares
granted under this Amendment: |
237.10 shares | |||
Supplemental Option 3: |
||||
Original Number of shares granted |
441.00 shares | |||
Additional Number of shares granted in 2008 |
727.22 shares | |||
Additional Number of shares
granted under this Amendment: |
355.60 shares | |||
Exercise Price of Option (per Share): |
$ 100.00 | |||
| Total Number of Shares | ||||
| in Installment | ||||
| Date Installment | (including original grant, 2008 grant, | Incentive or | ||
| First Exercisable | and Options Granted Under This Amendment) | Nonstatutory Option | ||
Vested*
|
7,800.22 shares of Nonstatutory Options | Nonstatutory Stock | ||
| 761.94 shares of Supplemental Option 1 | Nonstatutory Stock | |||
| 761.94 shares of Supplemental Option 2 | Nonstatutory Stock | |||
| 1,142.86 shares of Supplemental Option 3 | Nonstatutory Stock | |||
April 10, 2010*
|
2,600.08 shares of Nonstatutory Options | Nonstatutory Stock | ||
| 253.98 shares of Supplemental Option 1 | Nonstatutory Stock | |||
| 253.98 shares of Supplemental Option 2 | Nonstatutory Stock | |||
| 380.96 shares of Supplemental Option 3 | Nonstatutory Stock |
| * | All Supplemental Options are subject to additional vesting and exercise requirements as described
in each individual stock option agreement. |
