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EXHIBIT 10.2
STOCK OPTION AGREEMENT
----------------------
(INCENTIVE STOCK OPTION)
THIS STOCK OPTION AGREEMENT (The "Agreement") is made and entered into,
effective on the date set forth below, by and between COMPUTER MOTION, INC., a
California corporation (the "Company"), and Name (the "Recipient"), with
reference to the following facts:
RECITALS:
---------
A. The Company has adopted a Tandem Stock Option Plan (the "Option
Plan") which provides for the issuance of Incentive Stock Options
meeting the requirements of Internal Revenue Code (the "Code")
Section 422 ("Incentive Options") ; and
B. The Recipient is eligible to participate in the Option Plan and
has been selected by the Board of Directors of the Company, which
administers the Plan, to receive an Incentive Option under the
Plan.
AGREEMENT:
----------
NOW, THEREFORE, the parties hereto, intending to be legally bound, do hereby
agree as follows:
1. GRANT OF OPTION
---------------
1.1 NUMBER OF SHARES. Subject to the terms and conditions of this
Agreement, the Company hereby grants to Recipient an option
(the "Option") to purchase ANumber (BNumber) shares of the
Company's Common Stock (the "Option Shares") at a price of
APrice ($BPrice) per share, which the Board of Directors of
the Company has determined to be at or above the fair market
value of the Option Shares as of the "Grant Date" (as defined
in Section 1.2, below). The parties intend that the Option
shall be treated as an Incentive Option, and the Option
therefore is subject to all restrictions imposed on "incentive
stock options" under the Code and all restrictions imposed on
"Incentive Options" under the Option Plan.
1.2 DATE OF GRANT. The Option is granted as of the GrantDayOfMonth
day of GrantMonth, GrantYear (the "Grant Date").
1.3 OPTION NON-TRANSFERABLE. The Option shall not be assignable or
transferable (except by will or by the laws of intestacy, to
the extent that the representative, heirs, or other successors
of Recipient may exercise the Option within the 30-day period
described in Section 1.5, below), and any attempt at
assignment or other transfer shall cause the Option (and all
of Recipient's Rights hereunder) to expire as of the date of
such attempted transfer.
1.4 TERM. Subject to earlier termination pursuant to Section 1.5,
below, the term of the Option shall (a) commence on the Grant
Date, and (b) continue until the TermDayOfMonth day of
TermMonth, TermYear . To the extent the Option is not
exercised within such period of time (as the same may be
terminated pursuant to Section 1.5, below), the Option and all
of Recipient's rights under this Agreement
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(including all such rights with respect to "Vested Shares" as
defined in Section 3, below, and otherwise) shall expire at
the end of that period of time.
1.5 TERMINATION OF OPTION. Notwithstanding any other provision of
this Agreement to the contrary, the Option shall terminate as
to all Option Shares, including both "Vested Shares" (as
defined in Section 3, below) and other Option Shares, and all
of Recipient's rights under this Agreement shall expire,
thirty (30) days following the date on which Recipient's
employment or other service engagement with the Company
terminates for any reason.
2. RIGHTS PRIOR TO EXERCISE OF OPTION
----------------------------------
Prior to the time that the Recipient exercises the Option in the manner
required by this Agreement and receives a share certificate evidencing
the Option Shares, the Recipient shall have no rights as a stockholder
with respect to any Option Shares.
3. VESTING AND EXERCISE
--------------------
3.1 VESTING OF OPTION. The Recipient may exercise the Option only
with respect to Vested Shares.
3.1.1 VESTED SHARES. The number of Vested Shares (the
"Vested Shares") at any time shall be determined by
multiplying (a) the total number of Option Shares set
forth in Section 1.1, above, times (b) the
Recipient's Vested Percentage (as determined in
Section 3.1.2, below).
3.1.2 VESTED PERCENTAGE. Subject to Section 3.1.3 and 4.3,
below, the Recipient's Vested Percentage (the" Vested
Percentage") initially shall be zero, until
completion of the first year of employment at which
time shall be twenty (20.0%), and thereafter shall be
increased by five percent (5.0%) as of each March 31,
June 30, September 30, and December 31 during the
term of the Option until 100% vesting is complete.
3.1.3 ACCELERATION OF VESTING. The Company at any time, in
its sole and absolute discretion, may (but is not
obligated to) increase the Recipient's Vested
Percentage.
3.2 NOTICE. If the Recipient desires to exercise the Option with
respect to some or all of the Vested Shares, then the
Recipient shall deliver to the Company a written notice (the
"Exercise Notice") describing the number of Vested Shares
which the Recipient then desires to purchase.
3.3 TIMING OF EXERCISE. Notwithstanding any other provision of
this Agreement to the contrary, the Option may be exercised
(a) only as to Vested Shares, (b) only once during any
calendar quarter during the term of the Option, and (c) no
more than four times during each calendar year. If the
Recipient exercises the Option with respect to only some of
the Vested Shares, then the Recipient may purchase the
remaining Vested Shares upon any subsequent exercise of the
Option.
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4. PURCHASE OF SHARES
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4.1 CLOSING. The closing of the purchase and sale of Vested Shares
pursuant to the exercise of the Option shall occur at the
offices of the Company on a mutually agreeable date not more
than thirty (30) days after the date on which the Exercise
Notice is delivered to the Company pursuant to Section 3.2,
above (or, if later, the third business day after the date on
which the condition specified in Section 4.1.1, below, is
satisfied).
4.1.1 CONDITION PRECEDENT. The obligations of the parties
at the closing shall be subject to the Company's
obtaining any permits, qualifications or other
consents that may be required under state or federal
securities laws in connection with the issuance of
the Vested Shares to be purchased by the Recipient
pursuant to exercise of the Option.
4.1.2 DELIVERIES AT CLOSING. At the closing:
A. The Recipient shall deliver:
(1) the purchase price (as determined under
Section 1.1, above) for the Vested Shares
being purchased, either (a) in cash or by
certified cashier's check or money order, or
(b) in the discretion of the Company, a number
of shares of the Company's outstanding capital
stock having a fair market value as of the
date of the closing (as determined by the
Company's Board of Directors in good faith)
equal to the purchase price due to the
Company.
(2) An executed Stock Transfer Agreement
pursuant to Section 5.2 , below;
(3) An executed Investment Letter, in
substantially the form set forth as an
exhibit to the Option Plan; and
(4) Such other documents and instruments as
the Company reasonably may request to effect
the closing in compliance with the Option
Plan and applicable law.
B. The Company shall deliver:
(1) One or more stock certificates evidencing
the Vested Shares being purchased by the
Recipient; and
(2) An executed Stock Transfer Agreement
pursuant to Section 5.2, below.
4.2 LEGEND. All certificates evidencing Shares purchased pursuant
to exercise of the Option shall be imprinted with such
legends, if any, as may be necessary to comply with applicable
Federal and State securities laws, and also shall bear a
legend in substantially the following form:
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THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARESUBJECT TO THE
TERMS OF THAT CERTAIN STOCK TRANSFER AGREEMENT BETWEEN THE COMPANY AND
[RECIPIENT] DATED ________________, 19___, A COPY OF WHICH IS AVAILABLE
FOR INSPECTION AT THE OFFICES OF THE COMPANY.
4.3 FAILURE TO COMPLETE PURCHASE. If, upon tender and delivery by
the Company at the closing of the stock certificates required
pursuant to Section 4.1.2, above, the Recipient fails to
accept delivery of and to pay for all or any part of the
number of Vested Shares specified in the Exercise Notice, then
the Board, in its discretion, may terminate the Recipient's
right to Exercise the Option with respect to such undelivered
shares and any other Option Shares not previously purchased by
the Recipient.
4.4 FULLY PAID SHARES. All Option Shares issued upon the exercise
of the Option shall be fully paid and nonassessable shares.
4.5 INVESTMENT REPRESENTATION. RECIPIENT HEREBY REPRESENTS AND
WARRANTS TO THE COMPANY THAT RECIPIENT IS ACQUIRING THE
OPTION, AND SHALL PURCHASE ALL SHARES ACQUIRED PURSUANT TO
EXERCISE OF THE OPTION, SOLELY AS AN INVESTMENT FOR
RECIPIENT'S OWN ACCOUNT, AND NOT WITH A VIEW TOWARDS OR IN
CONNECTION WITH OR WITH ANY INTENTION OF ANY SUBSEQUENT SALE,
TRANSFER OR OTHER DISTRIBUTION OF THE SHARES.
5. ADDITIONAL CONDITIONS OF OPTION
-------------------------------
In addition to the other terms and conditions set forth in this
Agreement:
5.1 ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event
that the outstanding shares of common stock of the Company are
hereafter increased or decreased or changed into or exchanged
for a different number or kind of shares or other securities
of the Company by reason of a recapitalization, stock split,
combination of shares, reclassification, stock dividend or
other change in the capital structure of the Company, than
appropriate adjustment shall be made by the Board of Directors
to the number of Option Shares subject to the unexercised
portion of this Option and to the exercise price per share, in
order to preserve, as nearly as practical, but not to
increase, the benefits of the Recipient under this Option, in
accordance with the provisions of Section 4.3.8 of the Plan.
5.2 MERGERS, REORGANIZATION, ETC. In the event that the Company at
any time proposes to sell substantially all of its assets,
merge into, consolidate with or to enter into any other
reorganization in which the Company is not the surviving
corporation, the Company shall cause either (a) this Option to
be assumed by the successor corporation or (b) a new option
covering shares of the successor corporation of comparable
value to this Option, with appropriate adjustments as to the
number and kind of shares and the exercise price, be granted
to the Recipient. In such event, upon such assumption or
substitution, the terms of the assumed or substituted. Option
shall provide that if Recipient is terminated without cause by
the successor corporation all Options shall become immediately
exercisable and remain exercisable for a period of three (3)
months after such termination.
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5.3 RESTRICTION ON TRANSFER. Recipient acknowledges and agrees
that all Option Shares purchased pursuant to exercise of the
Option shall be subject to the restrictions on transfer
described in the Option Plan, and as a condition of purchasing
any such Option Shares, the Recipient shall execute a Stock
Transfer Agreement, in the form described in the Option Plan,
evidencing those restrictions.
5.4 LISTING AND REGISTRATION. If at any time the Board of
Directors of the Company shall determine, in its discretion,
that it is necessary or desirable either (a) to list,
register, or qualify options granted pursuant to the Plan, or
the shares to be sold and issued upon exercise of such
options, upon any securities exchange or under any state or
federal law, or (b) to obtain the consent or approval of any
governmental regulatory body, to the issuance of such options
or sale of such shares, then no further Option Shares shall be
sold unless such listing, registration, qualification, consent
or approval shall have been effected or obtained free of any
conditions not acceptable to the Board of Directors. The Board
of Directors shall have the authority to cause the Company, at
its expense, to take any action related to the Plan which may
be required in connection with such listing, registration,
qualification, consent or approval.
5.5 TERMS OF OPTION PLAN. This Agreement is entered into pursuant
to the terms and conditions of the Company's Option Plan and
is subject to all of the terms and conditions of such Plan.
Any conflict between this Agreement and the terms and
conditions of the Option Plan shall be resolved in favor of
the provisions of the Option Plan.
5.6 ACKNOWLEDGMENT RE TAX MATTERS. Recipient acknowledges and
agrees that:
5.6.1 ADVISORS. The Company has urged Recipient to seek
advice from a tax advisor regarding the income tax
consequences of the granting of the Option and the
issuance of Options Shares pursuant to the exercise
of the Options:
5.6.2 NO RELIANCE. The Recipient shall not rely upon
Company, or any of its agents, regarding the income
tax consequences of such matters; and
5.6.3 COMPANY NOT RESPONSIBLE. The Company shall not be
responsible for ensuring that the granting of the
Option, or the exercise of the Option, or the holding
or sale of Option Shares by Recipient, or any other
matter or aspect of such transactions, enable
Recipient to achieve any particular income tax
result, including but not limited to treatment of the
Option as an "Incentive Stock Option" under Code
Section 422.
6. MISCELLANEOUS
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6.1 BINDING EFFECT. This Agreement shall be binding upon, and
inure to the benefit of, the Company and the Recipient,
respectively, and their respective executors, administrators,
successors, and assigns.
6.2 COMPLIANCE WITH LAWS. The Company may file such forms,
reports, and other information (including information
pertaining to Recipient) as may be necessary or appropriate
for ensuring that the granting of the Option, the exercise of
the Option,
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and the sale of Option Shares to Recipient pursuant to
exercise of the Option comply fully with cognizant provisions
of federal and California laws regulating the sale, issuance,
or other transfer of securities.
6.3 EFFECTIVE DATE. The effective date of this Agreement shall be
the Grant Date set forth in Section 1.2, above.
(Signatures appear on the following page)
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IN WITNESS WHEREOF, the parties have executed this Stock Option Agreement on the
date set forth opposite their respective names.
"COMPANY"
COMPUTER MOTION, INC.
__________________________ By: ____________________________
Date
Title: _________________________
Address for Notices:
Computer Motion, Inc.
000 Xxxxxxx Xxxxx, Xxxxx X
Xxxxxx, Xxxxxxxxxx 00000
"RECIPIENT"
___________________________ By: ____________________________
Date Signature of Recipient
--------------------------------
(Printed Name of Recipient)
--------------------------------
Recipient's Social Security Number
Address for Notices:
__________________________________
__________________________________
__________________________________
__________________________________
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STOCK OPTION AGREEMENT
(NONQUALIFIED STOCK OPTION)
THIS STOCK OPTION AGREEMENT (The "Agreement") is made and entered into,
effective on the date set forth below, by and between COMPUTER MOTION, INC., a
California corporation (the "Company"), and Name (the "Recipient"), with
reference to the following facts:
RECITALS:
---------
1. The Company has adopted a Tandem Stock Option Plan (the "Option Plan")
which provides for the issuance of Stock Options to its employees and
other persons providing services to the Company; and
2. The Recipient is eligible to participate in the Option Plan and has
been selected by the Board of Directors of the Company, which
administers the Plan, to receive a Stock Option under the plan.
AGREEMENT:
----------
NOW, THEREFORE, the parties hereto, intending to be legally bound, do hereby
agree as follows:
1. GRANT OF OPTION
1.1 NUMBER OF SHARES. Subject to the terms and conditions of this
Agreement, the Company hereby grants to Recipient an option
(the "Option") to purchase ANumberOfShares (BNumberOfShares)
shares of the Company's Common Stock (the "Option Shares") at
a price of APriceOfShares ($ BPriceOfShares) per share. The
parties intend that the Option shall not be treated as an
"Incentive Option" (as such term is defined in Section 422 of
the Internal Revenue Code of 1986, as amended).
1.2 DATE OF GRANT. The Option is granted as of the GrantDayOfMonth
day of GrantMonth, GrantY (the "Grant Date").
1.3 OPTION NON-TRANSFERABLE. The Option shall not be assignable or
transferable (except by will or by the laws of intestacy, to
the extent that the representative, heirs, or other successors
of Recipient may exercise the Option within the 30-day period
described in Section 1.5, below), and any attempt at
assignment or other transfer shall cause the Option (and all
of Recipient's Rights hereunder) to expire as of the date of
such attempted transfer.
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1.4 TERM. Subject to earlier termination pursuant to Section 1.5,
below, the term of the Option shall (a) commence on the Grant
Date, and (b) continue until the TermDayOfMonth day of
TermMonth, TermYear . To the extent the Option is not
exercised within such period of time (as the same may be
terminated pursuant to Section 1.5, below), the Option and all
of Recipient's rights under this Agreement (including all such
rights with respect to "Vested Shares" as defined in Section
3, below, and otherwise) shall expire at the end of that
period of time.
1.5 TERMINATION OF OPTION. Notwithstanding any other provision of
this Agreement to the contrary, the Option shall terminate as
to all Option Shares, including both "Vested Shares" (as
defined in Section 3, below) and other Option Shares, and all
of Recipient's rights under this Agreement shall expire,
thirty (30) days following the date on which Recipient's
employment or other service engagement with the Company
terminates for any reason.
2. RIGHTS PRIOR TO EXERCISE OF OPTION
----------------------------------
Prior to the time that the Recipient exercises the Option in the manner
required by this Agreement and receives a share certificate evidencing
the Option Shares, the Recipient shall have no rights as a stockholder
with respect to any Option Shares.
3. VESTING AND EXERCISE
--------------------
3.1 VESTING OF OPTION. The Recipient may exercise the Option only
with respect to Vested Shares.
3.1.1 VESTED SHARES. The number of Vested Shares (the
"Vested Shares") at any time shall be determined by
multiplying (a) the total number of Option Shares set
forth in Section 1.1, above, times (b) the
Recipient's Vested Percentage (as determined in
Section 3.1.2, below).
3.1.2 VESTED PERCENTAGE. Subject to Section 3.1.3 and 4.3,
below, the Recipient's Vested Percentage (the "Vested
Percentage") initially shall be zero and thereafter
shall be increased by eight point three seven percent
(8.37%) on September 30, 1996 and thereafter shall be
increased by eight point three three percent (8.33%)
as of each March 31, June 30, September 30, and
December 31 during the term of the Option until 100%
vesting is complete.
3.1.3 ACCELERATION OF VESTING. The Company at any time, in
its sole and absolute discretion, may (but is not
obligated to) increase the Recipient's Vested
Percentage.
3.2 NOTICE. If the Recipient desires to exercise the Option with
respect to some or all of the Vested Shares, then the
Recipient shall deliver to the Company a written notice (the
"Exercise Notice") describing the number of Vested Shares
which the Recipient then desires to purchase.
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3.3 TIMING OF EXERCISE. Notwithstanding any other provision of
this Agreement to the contrary, the Option may be exercised
(a) only as to Vested Shares, (b) only once during any
calendar quarter during the term of the Option, and (c) no
more than four times during each calendar year. If the
Recipient exercises the Option with respect to only some of
the Vested Shares, then the Recipient may purchase the
remaining Vested Shares upon any subsequent exercise of the
Option.
4. PURCHASE OF SHARES
------------------
4.1 CLOSING. The closing of the purchase and sale of Vested Shares
pursuant to the exercise of the Option shall occur at the
offices of the Company on a mutually agreeable date not more
than thirty (30) days after the date on which the Exercise
Notice is delivered to the Company pursuant to Section 3.2,
above (or, if later, the third business day after the date on
which the condition specified in Section 4.1.1, below, is
satisfied).
4.1.1 CONDITION PRECEDENT. The obligations of the parties
at the closing shall be subject to the Company's
obtaining any permits, qualifications or other
consents that may be required under state or federal
securities laws in connection with the issuance of
the Vested Shares to be purchased by the Recipient
pursuant to exercise of the Option.
4.1.2 DELIVERIES AT CLOSING. At the closing:
A. The Recipient shall deliver:
(1) the purchase price (as determined under
Section 1.1, above) for the Vested
Shares being purchased, either (a) in
cash or by certified cashier's check or
money order, or (b) in the discretion of
the Company, a number of shares of the
Company's outstanding capital stock
having a fair market value as of the
date of the closing (as determined by
the Company's Board of Directors in good
faith) equal to the purchase price due
to the Company.
(2) an executed Stock Transfer Agreement
pursuant to Section 5.2, below;
(3) an executed Investment Letter, in
substantially the form set forth as an
exhibit to the Option Plan; and
(4) such other documents and instruments as
the Company reasonably may request to
effect the closing in compliance with
the Option Plan and applicable law.
B. The Company shall deliver:
(1) One or more stock certificates
evidencing the Vested Shares being
purchased by the Recipient; and
(2) An executed Stock Transfer Agreement
pursuant to Section 5.2, below.
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4.2 LEGEND. All certificates evidencing Shares purchased pursuant
to exercise of the Option shall be imprinted with such
legends, if any, as may be necessary to comply with applicable
Federal and State securities laws, and also shall bear a
legend in substantially the following form:
THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT
TO THE TERMS OF THAT CERTAIN STOCK TRANSFER AGREEMENT BETWEEN
THE COMPANY AND [RECIPIENT] DATED ________________, 19___, A
COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF
THE COMPANY.
4.3 FAILURE TO COMPLETE PURCHASE. If, upon tender and delivery by
the Company at the closing of the stock certificates required
pursuant to Section 4.1.2, above, the Recipient fails to
accept delivery of and to pay for all or any part of the
number of Vested Shares specified in the Exercise Notice, then
the Board, in its discretion, may terminate the Recipient's
right to Exercise the Option with respect to such undelivered
shares and any other Option Shares not previously purchased by
the Recipient.
4.4 FULLY PAID SHARES. All Option Shares issued upon the exercise
of the Option shall be fully paid and nonassessable shares.
4.5 INVESTMENT REPRESENTATION. RECIPIENT HEREBY REPRESENTS AND
WARRANTS TO THE COMPANY THAT RECIPIENT IS ACQUIRING THE
OPTION, AND SHALL PURCHASE ALL SHARES ACQUIRED PURSUANT TO
EXERCISE OF THE OPTION, SOLELY AS AN INVESTMENT FOR
RECIPIENT'S OWN ACCOUNT, AND NOT WITH A VIEW TOWARDS OR IN
CONNECTION WITH OR WITH ANY INTENTION OF ANY SUBSEQUENT SALE,
TRANSFER OR OTHER DISTRIBUTION OF THE SHARES.
5. ADDITIONAL CONDITIONS OF OPTION
In addition to the other terms and conditions set forth in this
Agreement:
5.1 ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event
that the outstanding shares of common stock of the Company are
hereafter increased or decreased or changed into or exchanged
for a different number or kind of shares or other securities
of the Company by reason of a recapitalization, stock split,
combination of shares, reclassification, stock dividend or
other change in the capital structure of the Company, than
appropriate adjustment shall be made by the Board of Directors
to the number of Option Shares subject to the unexercised
portion of this Option and to the exercise price per share, in
order to preserve, as nearly as practical, but not to
increase, the benefits of the Recipient under this Option, in
accordance with the provisions of Section 4.3.8 of the Plan.
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5.2 MERGERS, REORGANIZATION, ETC. In the event that the Company at
any time proposes to sell substantially all of its assets,
merge into, consolidate with or to enter into any other
reorganization in which the Company is not the surviving
corporation, the Company shall cause either (a) this Option to
be assumed by the successor corporation or (b) a new option
covering shares of the successor corporation of comparable
value to this Option, with appropriate adjustments as to the
number and kind of shares and the exercise price, be granted
to the Recipient. In such event, upon such assumption or
substitution, the terms of the assumed or substituted. Option
shall provide that if Recipient is terminated without cause by
the successor corporation all Options shall become immediately
exercisable and remain exercisable for a period of three (3)
months after such termination.
5.3. RESTRICTION ON TRANSFER. Recipient acknowledges and agrees
that all Option Shares purchased pursuant to exercise of the
Option shall be subject to the restrictions on transfer
described in the Option Plan, and as a condition of purchasing
any such Option Shares, the Recipient shall execute a Stock
Transfer Agreement, in the form described in the Option Plan,
evidencing those restrictions.
5.4 LISTING AND REGISTRATION. If at any time the Board of
Directors of the Company shall determine, in its discretion,
that it is necessary or desirable either (a) to list,
register, or qualify options granted pursuant to the Plan, or
the shares to be sold and issued upon exercise of such
options, upon any securities exchange or under any state or
federal law, or (b) to obtain the consent or approval of any
governmental regulatory body, to the issuance of such options
or sale of such shares, then no further Option Shares shall be
sold unless such listing, registration, qualification, consent
or approval shall have been effected or obtained free of any
conditions not acceptable to the Board of Directors. The Board
of Directors shall have the authority to cause the Company, at
its expense, to take any action related to the Plan which may
be required in connection with such listing, registration,
qualification, consent or approval.
5.5 TERMS OF OPTION PLAN. This Agreement is entered into pursuant
to the terms and conditions of the Company's Option Plan and
is subject to all of the terms and conditions of such Plan.
Any conflict between this Agreement and the terms and
conditions of the Option Plan shall be resolved in favor of
the provisions of the Option Plan.
5.6 ACKNOWLEDGMENT RE TAX MATTERS. Recipient acknowledges and
agrees that:
5.6.1 ADVISORS. The Company has urged Recipient to seek
advice from a tax advisor regarding the income tax
consequences of the granting of the Option and the
issuance of Options Shares pursuant to the exercise
of the Options;
5.6.2 NO RELIANCE. The Recipient shall not rely upon
Company, or any of its agents, regarding the income
tax consequences of such matters; and
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5.6.3 COMPANY NOT RESPONSIBLE. The Company shall not be
responsible for ensuring that the granting of the
Option, or the exercise of the Option, or the holding
or sale of Option Shares by Recipient, or any other
matter or aspect of such transactions, enable
Recipient to achieve any particular income tax
result, including but not limited to treatment of the
Option as an "Incentive Stock Option" under Code
Section 422.
6. MISCELLANEOUS
-------------
6.1 BINDING EFFECT. This Agreement shall be binding upon, and
inure to the benefit of, the Company and the Recipient,
respectively, and their respective executors, administrators,
successors, and assigns.
6.2 COMPLIANCE WITH LAWS. The Company may file such forms,
reports, and other information (including information
pertaining to Recipient) as may be necessary or appropriate
for ensuring that the granting of the Option, the exercise of
the Option, and the sale of Option Shares to Recipient
pursuant to exercise of the Option comply fully with cognizant
provisions of federal and California laws regulating the sale,
issuance, or other transfer of securities.
6.3 EFFECTIVE DATE. The effective date of this Agreement shall be
the Grant Date set forth in Section 1.2, above.
(Signatures appear on the following page)
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IN WITNESS WHEREOF, the parties have executed this Stock Option Agreement on the
date set forth opposite their respective names.
"COMPANY"
COMPUTER MOTION, INC.
________________________________ By: _______________________________
Date
Title: _______________________________
Address for Notices:
Computer Motion, Inc.
000 Xxxxxxx Xxxxx, Xxxxx X
Xxxxxx, Xxxxxxxxxx 00000
"RECIPIENT"
_________________________________ By: __________________________________
Date
----------------------------------
Signature of Recipient
----------------------------------
Printed Name of Recipient
----------------------------------
Recipient's Social Security Number
Address for Notices:
__________________________________
__________________________________
__________________________________
__________________________________
