Exhibit (d) (4)
NMT MEDICAL, INC.
INCENTIVE STOCK OPTION LETTER AGREEMENT
1996 STOCK OPTION PLAN
TO: [________________]
We are pleased to inform you that you have been selected by the Plan
Administrator of the NMT Medical, Inc. (the "Company") 1996 Stock Option Plan
(the "Plan") to receive an incentive stock option (the "Option") as defined in
Section 422 of the Internal Revenue Code of 1986, as amended, for the purchase
of [________] shares (the "Shares") of the Company's common stock, $.001 par
value per share, at an exercise price of $[_____] per share (the "Exercise
Price"). The date of grant of the Option is March 27, 2001 (the "Grant
Date"). A copy of the Plan is attached and the provisions thereof, including,
without limitation, those relating to withholding taxes, are incorporated into
this Agreement by reference.
The terms of the option are as set forth in the Plan and in this Agreement.
The most important of the terms set forth in the Plan are summarized as follows:
Term. The term of the option is ten years from Grant Date, unless sooner
terminated.
Exercise. During your lifetime only you can exercise the Option. The Plan
also provides for exercise of the Option by the personal representative of your
estate or the beneficiary thereof following your death. You may use the Notice
of Exercise in the form attached to this Agreement when you exercise the Option.
Payment for Shares. The Option may be exercised by the delivery of:
(a) Cash, personal check (unless at the time of exercise the Plan Administrator
determines otherwise), or bank certified or cashier's checks; or
(b) Unless the Plan Administrator in its sole discretion determines otherwise,
a properly executed Notice of Exercise, together with irrevocable
instructions to a broker to promptly deliver to the Company the amount of
sale or loan proceeds to pay the Exercise Pice.
Termination. The Option will terminate immediately upon termination for cause,
as defined in the Plan, or three months after cessation of your relationship
with the Company or an Affiliate thereof, unless cessation is due to death or
total disability, in which case the Option shall terminate 12 months after
cessation of such relationship.
Transfer of Option. The Option is not transferable except by will or by the
applicable laws of descent and distribution or pursuant to a qualified domestic
relations order.
Vesting. During the period of your continuous relationship with the Company or
any subsidiary thereof, the Option shall become exercisable in equal annual
installments over a four year period commencing one year after the last day of
the month during which this Option has been granted.
Upon (a) any merger or consolidation of the Company with or into another
entity as a result of which the Common Stock of the Company is converted into or
exchanged for the right to receive cash, securities or other property or (b) any
exchange of shares of the Company for cash, securities or other property
pursuant to a statutory share exchange transaction or (c) the liquidation,
dissolution or other similar event involving the Company, and as long as you are
an employee, director, officer, agent, consultant or independent contractor of
the Company or any Affiliate thereof at such time, the Options shall become
immediately exercisable in full.
You understand that, during any period in which the Shares which may be
acquired pursuant to your Option are subject to the provisions of Section 16 of
the Securities Exchange Act of 1934, as amended (and you yourself are also so
subject), in order for your transactions under the Plan to qualify for the
exemption from Section 16(b) provided by Rule 16b-3, a total of six months must
elapse between the grant of the Option and the sale of Shares underlying the
Option.
Please execute the Acceptance and Acknowledgement set forth below on the
enclosed copy of this Agreement and return it to the undersigned.
Very truly yours,
NMT MEDICAL, INC.
By:_______________________________________
Name: [_______________]
Title: [_______________]
ACCEPTANCE AND ACKNOWLEDGEMENT
I, a resident of the State of _______________________________, accept the
stock option described above granted under the NMT Medical, Inc. 1996 Stock
Option Plan (the "Plan"), and acknowledge receipt of a copy of this Agreement,
including a copy of the Plan. I have read and understand the Plan, including the
provisions of Section 8 thereof.
Dated:______________________________________________
Taxpayer I.D. Number:_______________________________
Signature:__________________________________________
By his or her signature below, the spouse of the Optionee, if such Optionee is
legally married as of the date of such Optionee's execution of this Agreement,
acknowledges that he or she has read this Agreement and the Plan and is familiar
with the terms and provisions thereof, and agrees to be bound by all the terms
and conditions of this Agreement and the Plan.
Dated:_____________________________________________
Spouse's Signature:________________________________
Printed Name:______________________________________
NOTICE OF EXERCISE
The undersigned, pursuant to an incentive Stock Option Letter Agreement (the
"Agreement") between the undersigned and NMT Medical, Inc. (the "Company"),
hereby irrevocably elects to exercise purchase rights represented by the
Agreement, and to purchase thereunder [______] shares (the "Shares") of the
Company's common stock, $.001 par value per share (the "Common Stock"), covered
by the Agreement and herewith makes payment in full therefor.
The undersigned hereby represents and warrants that he or she has received the
applicable prospectus and a copy of the Company's most recent annual report, as
well as all other material sent to the Company's stockholders generally.
The undersigned further acknowledges that the number of shares of Common Stock
subject to the Agreement is hereafter reduced by the number of shares of Common
Stock represented by the Shares.
Very truly yours,
Name:
Social Security No.
Address:
