AMENDMENT TO STOCK OPTION AND STOCK AWARD AGREEMENTS
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EX-10.2 3 w53974exv10w2.htm EXHIBIT 10.2 exv10w2
Exhibit 10.2
AMENDMENT TO STOCK OPTION AND STOCK AWARD AGREEMENTS
This Amendment to Stock Option and Stock Award Agreements (the Amendment) is made as of April 6, 2008 by ev3 Inc. (the Corporation) and relates to certain stock options and shares of restricted stock granted to James M. Corbett (the Grantee) under the Corporations Second Amended and Restated 2005 Incentive Stock Plan, the ev3 LLC Amended and Restated 2003 Incentive Plan, the Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended or any other equity incentive plan of the Corporation or its predecessors.
WHEREAS, the Corporation has previously granted to Grantee options (the Options) to purchase shares of the Common Stock, par value $0.01 per share, of the Corporation (the Stock) evidenced by Stock Option Agreements by and between the Corporation and Grantee (the Option Agreements) and set forth on Exhibit A hereto;
WHEREAS, the Corporation has previously granted to Grantee restricted shares of the Common Stock, par value $0.01 per share (the Restricted Stock), of the Corporation, evidenced by Restricted Stock Agreements by and between the Corporation and Grantee (the Restricted Stock Agreements) and set forth on Exhibit A hereto;
WHEREAS, on April 6, 2008, the Corporation and Grantee are entering into a Separation Agreement and Release of Claims (the Separation Agreement) pursuant to which Grantee will become entitled to certain payments from the Corporation in exchange for a release of any claims Grantee may have against the Corporation;
WHEREAS, the Separation Agreement sets forth certain rights that Grantee has with respect to his outstanding Options and Restricted Stock; and
WHEREAS, the Board of Directors of the Corporation (the Board) has determined that it is in the best interests of the Corporation and its stockholders to amend the Option Agreements and Restricted Stock Agreements, effective as of April 6, 2008, to accelerate the vesting of certain of the Options and shares of Restricted Stock and to amend the period during which certain Options can be exercised.
NOW, THEREFORE, the Option Agreements and Restricted Stock Agreements are hereby amended as follows:
1. With respect to the Options that have already vested as of April 6, 2008, the expiration date for the exercise thereof shall be extended until July 5, 2010, but in no event beyond the original term of each such Option.
2. With respect to the Options and shares of Restricted Stock that are not vested as of April 6, 2008 but that otherwise would have vested by April 5, 2010 had Grantees service with the Corporation continued to that date, the vesting thereof shall be fully accelerated as of April 6, 2008 and the expiration date for the exercise of such Options shall be extended until July 5, 2010, but in no event beyond the original term of each such Option. With respect to shares of Restricted Stock that become vested pursuant to this Section 2, the Corporation shall withhold from the vested shares of Stock deliverable to Grantee the number of shares of Stock
necessary to satisfy the minimum statutory federal and state tax withholding requirements which the Corporation determines are applicable to the vesting of such shares of Restricted Stock.
3. With respect to the Options and shares of Restricted Stock that are not vested and otherwise would have vested only if Grantees service with the Corporation had continued beyond April 5, 2010, there shall be no further vesting and such Options and shares of Restricted Stock shall immediately terminate in accordance with the terms of the applicable grant documentation.
4. Except as expressly provided herein, the terms and conditions of the Option Agreements and Restricted Stock Agreements shall remain in full force and effect and shall be binding on the Corporation and the Grantee.
IN WITNESS WHEREOF, the Corporation has duly executed and delivered this Amendment, or has caused this Amendment to be duly executed and delivered in its name and on its behalf, as of the day and year first above written.
EV3 INC. | ||||||
By: | /s/ Kevin Klemz | |||||
Its: | Senior Vice President and Chief Legal Officer |
EXHIBIT A
James M. Corbett Option Grants and Restricted Stock Awards
James M. Corbett Option Grants and Restricted Stock Awards
Shares Currently | ||||||||||||||||||
Outstanding | ||||||||||||||||||
under the Option | Total Shares That | |||||||||||||||||
Grant | / Restricted | Would Have | ||||||||||||||||
Grant No. | Date | Plan | Type | Price | Stock Award | Vested at 4/5/2010 | ||||||||||||
00000695 | 1/2/2002 | Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended | Incentive Stock Option | $ | 13.2300 | 7,620 | 7,620 | |||||||||||
00000696 | 1/14/2002 | Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended | Non-Qualified Stock Option | $ | 14.7000 | 23,814 | 23,814 | |||||||||||
00000804 | 6/4/2002 | Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended | Incentive Stock Option | $ | 9.1300 | 4,762 | 4,762 | |||||||||||
00000878 | 5/22/2003 | Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended | Non-Qualified Stock Option | $ | 6.4700 | 1,905 | 1,905 | |||||||||||
00000951 | 5/20/2004 | Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended | Non-Qualified Stock Option | $ | 8.7552 | 1,905 | 1,905 | |||||||||||
00001121 | 5/26/2005 | Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended | Non-Qualified Stock Option | $ | 8.3983 | 1,905 | 1,905 | |||||||||||
ev21 | 6/20/2002 | ev3 LLC Amended and Restated 2003 Incentive Plan | Incentive Stock Option | $ | 3.5400 | 4,230 | 4,230 | |||||||||||
ev52 | 6/20/2002 | ev3 LLC Amended and Restated 2003 Incentive Plan | Incentive Stock Option | $ | 8.8200 | 10,561 | 10,561 | |||||||||||
90 | 8/7/2002 | ev3 LLC Amended and Restated 2003 Incentive Plan | Non-Qualified Stock Option | $ | 8.8200 | 21,996 | 21,996 |
Shares Currently | ||||||||||||||||||
Outstanding | ||||||||||||||||||
under the Option | Total Shares That | |||||||||||||||||
Grant | / Restricted | Would Have | ||||||||||||||||
Grant No. | Date | Plan | Type | Price | Stock Award | Vested at 4/5/2010 | ||||||||||||
620 | 4/7/2003 | ev3 LLC Amended and Restated 2003 Incentive Plan | Non-Qualified Stock Option | $ | 8.8200 | 10,838 | 10,838 | |||||||||||
1078 | 10/29/2003 | ev3 LLC Amended and Restated 2003 Incentive Plan | Non-Qualified Stock Option | $ | 8.8200 | 16,710 | 16,710 | |||||||||||
1080 | 1/1/2004 | ev3 LLC Amended and Restated 2003 Incentive Plan | Non-Qualified Stock Option | $ | 8.8200 | 10,416 | 10,416 | |||||||||||
1174 | 7/29/2004 | ev3 LLC Amended and Restated 2003 Incentive Plan | Non-Qualified Stock Option | $ | 8.8200 | 31,250 | 31,250 | |||||||||||
1243 | 1/7/2005 | ev3 LLC Amended and Restated 2003 Incentive Plan | Non-Qualified Stock Option | $ | 8.8200 | 52,083 | 52,083 | |||||||||||
1394 | 7/1/2005 | ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan | Non-Qualified Stock Option | $ | 14.0000 | 300,000 | 300,000 | |||||||||||
RD000017 | 1/20/2006 | ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan | Non-Qualified Stock Option | $ | 16.0500 | 200,000 | 200,000 | |||||||||||
RD000147 | 1/22/2007 | ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan | Non-Qualified Stock Option | $ | 17.6700 | 100,000 | 79,167 | |||||||||||
RD000246 | 10/4/2007 | ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan | Non-Qualified Stock Option | $ | 16.6400 | 100,000 | 62,500 | |||||||||||
RS000001 | 12/29/2005 | ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan | Restricted Stock Award | $ | | 50,000 | 50,000 |
Shares Currently | ||||||||||||||||||
Outstanding | ||||||||||||||||||
under the Option | Total Shares That | |||||||||||||||||
Grant | / Restricted | Would Have | ||||||||||||||||
Grant No. | Date | Plan | Type | Price | Stock Award | Vested at 4/5/2010 | ||||||||||||
RS000034 | 1/22/2007 | ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan | Restricted Stock Award | $ | | 32,895 | 21,930 | |||||||||||
RS000306 | 10/4/2007 | ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan | Restricted Stock Award | $ | | 43,860 | 21,930 | |||||||||||
TOTAL: | 1,026,750 | 935,522 |