UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

 

FORM 8-K

_________________________

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):   June 26, 2017

 

_________________________

 

NEXEON MEDSYSTEMS INC

(Exact Name of Registrant as Specified in Charter)

 

 

Nevada   000-55655   81-0756622
(State or Other Jurisdiction   (Commission File Number)   (IRS Employer
of Incorporation)       Identification No.)

 

 

 

1910 Pacific Avenue, Suite 20000

Dallas, Texas

  75201  
  (Address of Principal Executive Offices)   (Zip Code)  

 

 

844-919-9990

(Registrant’s telephone number, including area code)

 

1708 Jaggie Fox Way

Lexington, Kentucky 40511

(Former name or former address, if changed since last report)

_________________________

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

1
 

 

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Vice President, Sales and Marketing

 

On June 20, 2017, the Board of Directors of Nexeon MedSystems Inc (the “Company”), appointed Daniel Powell to serve as the Vice President, Sales and Marketing of the Company effective as of June 26, 2017 (the “Effective Date”).

 

Daniel Powell, age 42, joined the company as Vice President, Sales and Marketing in June 2017.  Mr. Powell has over 20 years of experience working with advanced technology products, including 12 years in neuromodulation in various leadership roles for LivaNova (formerly Cyberonics, Inc.) and Abbott (formerly St. Jude Medical, Inc.).  Prior to medical devices, Mr. Powell held professional consulting roles at EDS and KPMG LLP.  Mr. Powell has deep expertise in medical device development and market development for neurological disorders including Parkinson’s, Essential Tremor, Dystonia, Major Depressive Disorder, OCD and Epilepsy.  From 2014 to 2016, Mr. Powell led global marketing for LivaNova’s flagship $315M VNS Epilepsy Therapy business. During Mr. Powell’s 2005 to 2014 tenure at St. Jude, he held key roles in the launch of DBS products in Europe, Australia, Latin America, and the Middle East, and led upstream marketing for all neurological implantable electronics.  Mr. Powell earned a BA in Accounting from Texas A&M University.

 

Offer of Employment

 

On June 20, 2017, the Board of Directors approved the terms of an offer of employment letter entered into between the Company and Mr. Powell on May 26, 2017 (the “Offer of Employment”).

 

Term of Employment. Mr. Powell’s employment is “at will,” meaning Mr. Powell can resign at any time with or without cause and the Company has the right to terminate his employment relationship with or without cause at any time, and the acceptance of the Offer of Employment, nor any other communication, either written or oral, will be construed as a contract of employment for any particular duration.

 

Compensation. The Offer of Employment provides that Mr. Powell will receive an annual base salary (“Base Salary”) of $175,000 from the Effective Date. Mr. Powell will also be eligible for a performance-based bonus of 20% of his annual Base Salary.

 

Confidentiality Agreement . As a condition of employment, Mr. Powell was required to sign an Employee Confidentiality Agreement, which includes confidentiality, assignment to the Company of his inventions during employment involving products, procedures or processes with which he is involved at the Company, and non-solicitation provisions.

 

Conflicting Obligations. As a further condition of employment, Mr. Powell warranted that he has no conflicting obligations to or agreements with any third parties that could (i) have an adverse impact on his ability to properly discharge his responsibilities to the Company or (ii) give rise to a third party claim to any intellectual property developed by the Company or by Mr. Powell on behalf of the Company during his employment with the Company.

 

Health Reimbursement Plan. Mr. Powell is eligible to participate in the Company’s Health Reimbursement Plan (“HRP”) and receive reimbursement through the HRP of up to $1,350.00 per month, which may be used for approved healthcare reimbursements such as health insurance premiums for Mr. Powell and his family.

 

Other Employee Benefits. Mr. Powell will be entitled to take up to 20 days vacation each calendar year. Mr. Powell shall be eligible to receive additional benefits as an employee of the Company as they become available.

 

 

2
 

 

Stock Options. On June 26, 2017 (the “Grant Date”), Mr. Powell was granted an initial grant of 220,000 nontransferable incentive stock options to purchase shares of the Company’s Common Stock pursuant to the Company’s 2016 Omnibus Incentive Plan (the “Option Shares”). The exercise price of all Option Shares is $1.25 per share and each option shall expire 36 months from the date of vesting. The Option Shares shall vest at the rate of 6,111 shares per month for a period of 35 months and 6,115 options shall vest in the 36th month. Vesting commences on the first day of the month following the Grant Date. Effective with the date that Mr. Powell ceases to be an employee of the Company, or one of its subsidiaries, all unvested options shall expire and be of no further force or effect.

 

The foregoing summary of the Offer of Employment, Confidentiality Agreement and Option Agreement does not purport to be a complete statement of the parties’ rights under such documents and is qualified in its entirety by the full text of the documents which are filed as Exhibits 10.1, 10.2 and 10.3 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
     
10.1  

Offer of Employment between the Company and Daniel Powell

10.2   Confidentiality Agreement between the Company and Daniel Powell
10.3   Option Agreement between the Company and Daniel Powell

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NEXEON MEDSYSTEMS INC
   
   
  By: /s/ Ronald Conquest
Date:   June 28, 2017   Ronald Conquest
    Executive Vice President of Finance

 

3
 

 

EXHIBIT 10.1

 

 

 

1708 Jaggie Fox Way, Lexington, KY 40511

 

May 24, 2017

 

CONFIDENTIAL

 

 

Dear Daniel Powell,

 

On behalf of Nexeon MedSystems Inc, (the “ Company ” or “Nexeon”) we are very pleased to offer you the position of Vice President, Sales and Marketing . This position reports to the Company President and Chief Commercial Officer, Brian Blischak. Your start date with Nexeon will be June 26 th , 2017.

 

You will be paid an annual salary of $175,000 . You will also be eligible for a performance-based bonus of 20% of your annual salary. In addition, the Company shall issue you Incentive Stock Options in the amount of 220,000 shares of the Company’s restricted Common Stock. The term and vesting schedule, in addition to other terms and conditions, shall be set forth in an option share agreement by and between you and the Company and pursuant to Nexeon’s 2016 Omnibus Incentive Plan.

 

You are entitled to receive benefits as a Company employee. You will be eligible to participate in the Company’s Healthcare Reimbursement Plan (“HRP”) and receive reimbursement through the HRP of up to $1,350.00 per month which may be used for approved healthcare reimbursements such as health insurance premiums for you and your family. You will be entitled to take up to twenty (20) days paid vacation each calendar year. You will also be entitled to receive additional benefits as a Nexeon employee as they become available.

 

As a condition of employment with Nexeon, you will be required to sign the Employee Confidentiality Agreement, which includes confidentiality, assignment to Nexeon of your inventions during employment involving products, procedures or processes with which you will be involved at Nexeon, and non-solicitation provisions.

 

Although we hope that your employment with Nexeon is mutually satisfactory, please note that your employment at Nexeon is “at will.” This means that you may resign from Nexeon at any time with or without cause, and Nexeon has the right to terminate your employment relationship with or without cause at any time. Neither this letter nor any other communication, either written or oral, should be construed as a contract of employment for any particular duration.

 

Our offer is contingent on your warranty that you have no conflicting obligations to or agreements with any third parties that could (i) have an adverse impact on your ability to properly discharge your responsibilities to Nexeon or (ii) give rise to a third party claim to any intellectual property developed by Nexeon or by you on behalf of Nexeon during your employment with the Company.

 

We are very excited about the prospect of you joining Nexeon as a member of our team. Your active involvement will be critical in ensuring that we are successful in building the company to the level of achievement which we know is possible.

 

We request that you indicate acceptance of our offer no later than 5:00 pm on Friday May 26, 2017. To accept our offer, please sign and date this letter below, retain one copy for your records and return the other copy in the enclosed envelope.

 

 

Accepted:    
     
/s/ Daniel Powell    
Daniel Powell   /s/ Christopher Miller
Printed Name   Christopher Miller
    CFO, Nexeon MedSystems Inc  

 

 

EXHIBIT 10.2

EMPLOYEE CONFIDENTIALITY AGREEMENT

 

This Agreement is entered into as of May 24, 2017 by and between Nexeon MedSystems Inc (“Company”), a Nevada corporation with its principal address at 1708 Jaggie Fox Way, Lexington, KY 40511 and Daniel Powell (“Employee”). Company and Employee are referred to collectively as “Parties and individually as a “Party”.

 

WHEREAS, the Company wishes to hire Employee.

 

The Employee agrees as follows:

 

1.      Confidentiality .

 

(a)             The Employee acknowledges that, by reason of the Employee’s employment by Company, Employee will have access to confidential information of the Company ( “ Confidential Information ”). The Employee acknowledges that such Confidential Information is a valuable and unique asset of the Company and covenants that, both during the term of Employee’s employment with the Company (“Term’) and after the Term, the Employee will not disclose any Confidential Information to any person or entity (except as the Employee’s duties as an employee or director of the Company may require) without the prior written authorization of the Company. The obligation of confidentiality imposed by this Section 1 shall not apply to Confidential Information that otherwise becomes known to the public through no act of the Employee in breach of this Agreement or which is required to be disclosed by court order or applicable law. The provisions of this Section 1 shall remain in full force and effect for a period of three (3) years after expiration of the Term.

 

(b)            Confidential Information includes all records, designs, business plans, financial statements, customer lists, manuals, memoranda, research and development plans, chemical materials, compounds, technology platforms, source codes, technical data, opportunities, targets, products, electronic devices, projects, protocols, programming techniques, experimental work, pricing, customers, clients, finances, Intellectual Property and other property delivered to or compiled by the Employee by or on behalf of the Company or its providers, clients or customers that pertain to the business of the Company shall be and remain the property of the Company and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials and other similar data pertaining to the business, activities, research and development, Intellectual Property or future plans of the Company that is collected by the Employee shall be delivered promptly to the Company without request by it upon termination of the Employee’s employment. For purposes of this Section 1(b), “ Intellectual Property ” shall mean patents, copyrights, trademarks, trade dress, trade secrets, other such rights, and any applications. The phrase, “Confidential Information” does not include information that (i) was lawfully in Employee’s possession prior to disclosure of such information by the Company; (ii) was, or at any time becomes, available in the public domain other than through a violation of this Agreement; (iii) is documented by Employee as having been developed by Employee outside the scope of Employee rendering services hereunder and independently; or (iv) is furnished to Employee by a third party not under an obligation of confidentiality to the Company.

 

1
 

 

 

(c)             Employee will be allowed to disclose such information of the Company to the extent that such disclosure is: (i) duly approved in writing by the Company; (ii) necessary for Employee to enforce Employee’s rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body.

 

2.      Inventions . The Employee is hereby retained in a capacity such that the Employee’s responsibilities may include the making of technical and/or managerial contributions of value to the Company. The Employee hereby assigns to the Company all rights, title and interest in such contributions and inventions made or conceived by the Employee alone or jointly with others during the Term. This assignment shall include (a) the right to file and prosecute patent applications on such inventions in any and all countries, (b) the patent applications filed and patents issuing thereon, and (c) the right to obtain copyright, trademark or trade name protection for any such work product. The Employee shall promptly and fully disclose all such contributions and inventions to the Company and assist the Company in obtaining and protecting the rights therein (including patents thereon), in any and all countries; provided, however, that said contributions and inventions will be the property of the Company, whether or not patented or registered for copyright, trademark or trade name protection, as the case may be. Inventions conceived by the Employee, which are not related to the business of the Company, will remain the property of the Employee, and notwithstanding the foregoing, the Company shall not have any right, title or interest in any work product or copyrightable work developed outside of work hours and without the use of Company resources that does not relate to the Company’s business and does not result from any work performed by the Employee for the Company.

 

3.       A dditional Representations of Employee . Employee represents and warrants to the Company that Employee is not Party to any written or oral agreement with any third Party that would restrict Employee’s ability to enter into this Employee Confidentiality Agreement or to perform Employee’s obligations hereunder and that Employee will not, by joining the Company, breach any non-disclosure, proprietary rights, non-competition, non-solicitation or other covenant in favor of any third party.

 

4.     Non-Solicitation of Employees . Employee agrees that for a period of one (1) year after the Term, Employee shall not recruit, attempt to recruit or directly or indirectly participate in the recruitment of, any Company employee; provided, however, any general public recruitment responded to by Company employees will not breach this provision.

 

5.     Non-Solicitation of Customers or Prospects . Employee agrees that during the Term and for a period of one (1) year thereafter, Employee will not, either directly or indirectly solicit, separately or in association with others, attempt to solicit, canvass or interfere with any current customer, or supplier of the Company with whom Employee had a relationship while working for the Company in a manner that directly competes with the Company.

 

6.      General .

 

6.1      Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Employee and the Employee’s heirs, executors, administrators, estate, beneficiaries, and legal representatives. Neither Party may assign this Agreement without the written consent of the other Party. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company.

 

2
 

 

6.2      Waiver . Either Party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that Party thereafter from enforcing each and every other provision of this Agreement.

 

6.3      Attorneys’ Fees. Each side will bear its own attorneys’ fees in any dispute unless a statutory section at issue, if any, authorizes the award of attorneys’ fees to the prevailing Party.

 

6.4       Governing Law; Venue and Jurisdiction . This Agreement will be governed by and construed in accordance with the laws of the United States and the State of Nevada. Venue for litigation of any dispute hereunder shall lie in the courts of Clark County, Nevada. The Parties submit to personal jurisdiction in the State of Nevada.

 

6.5      Counterparts . The Parties agree that this Agreement may be executed in identical counterparts. The Agreement will be binding and enforceable on all Parties even though signed in counterparts.

 

7.       Entire Agreement . This Agreement constitutes the entire understanding between Employee and the Company relating to Employee Confidentiality matters. This Agreement supersedes and replaces any prior verbal or written agreements between the Company and Employee. This Agreement may not be modified or amended except by a written agreement signed by both Employee and a person authorized by the Board of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

 

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

 

 

Nexeon MedSystems Inc.   Employee
         
       
By: /s/ Christopher Miller   By: /s/ Daniel Powell
  Name: Christopher Miller     Name: Daniel Powell, Individually
  Its: Chief Financial Officer    

 

3
 

 

EXHIBIT 10.3

 

NEXEON MEDSYSTEMS INC
2016 Omnibus Incentive Plan
Stock Option Award Agreement

Nexeon MedSystems Inc (the “ Company ”), pursuant to its 2016 Omnibus Incentive Plan (the “ Plan ”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Participant named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

Name of Participant:     Daniel Powell
No. of Shares Covered:      220,000 Grant Date:      June 26, 2017
Exercise Price Per Share:       $1.25 PER OPTION Expiration Date:     Each Option shall expire 36 months from date of Vesting.
Vesting and Exercise Schedule: The Options are nontransferable and can be exercised at any time following the date of Vesting. The Options shall vest at the rate of 6,111 Options per month for a period of 35 months and 6,115 Options shall vest in the 36th month. Vesting shall commence on the first day of the month following the Grant Date shown herein above. Effective with the date that Participant ceases to be an Employee of the Company, or one if its subsidiaries, all unvested Options shall expire and be of no further force of effect.
   
   

By signing below or otherwise evidencing your acceptance of this Agreement in a manner approved by the Company, you agree to all of the terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you have received and reviewed these documents and that they set forth the entire agreement between you and the Company regarding your right to purchase shares of the Company’s common stock pursuant to this Option.

 

PARTICIPANT:   NEXEON MEDSYSTEMS, INC.
     
     
/s/ Daniel Powell   By:  /s/ William Rosellini
Name: Daniel Powell     William Rosellini, CEO
       

 

 

1
 

 

NEXEON MEDSYSTEMS INC
2016 Omnibus Incentive Plan

Option Terms and Conditions

 

 

1. Incentive Stock Option . This Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and will be interpreted accordingly. To the extent that, for any reason, the Option does not qualify as an incentive stock option under Code Section 422, the Option will be treated as a non-statutory stock option, subject to the tax consequences applicable to such options.

 

2. Vesting and Exercisability of Option .

 

(a)        Scheduled Vesting . This Option will vest and become exercisable as to the number of Shares and on the dates specified in the Vesting and Exercise Schedule on the cover page to this Agreement, so long as your Service to the Company does not end. The Vesting and Exercise Schedule is cumulative, meaning that to the extent the Option has not already been exercised and has not expired or been terminated or cancelled, you or the person otherwise entitled to exercise the Option as provided in this Agreement may at any time purchase all or any portion of the Shares subject to the vested portion of the Option.

 

(b)        Accelerated Vesting . Notwithstanding Section 2(a), if and to the extent this Option is continued, assumed or replaced in connection with a Change in Control, and if within one year after such Change in Control you experience an involuntary termination of Service for reasons other than Cause, then this Option (or any replacement award) shall immediately vest and become exercisable in full and shall remain exercisable for one year following your termination of Service. In addition, vesting and exercisability of this Option may be accelerated during the term of the Option under the circumstances described in Sections 12(b) and 12(c) of the Plan, and at the discretion of the Committee in accordance with Section 3(b)(2) of the Plan.

 

3. Expiration . This Option will expire and will no longer be exercisable at 5:00 p.m. Central Time on the earliest of:

 

(a) the expiration date specified on the cover page of this Agreement;

 

(b) upon your termination of Service for Cause;

 

(c) upon the expiration of any applicable period specified in Section 6(e) of the Plan or Section 2 of this Agreement during which this Option may be exercised after your termination of Service; or

 

(d) the date (if any) fixed for termination or cancellation of this Option pursuant to Section 12 of the Plan.

 

4. Service Requirement . Except as otherwise provided in Section 6(e) of the Plan or Section 2 of this Agreement, this Option may be exercised only while you continue to provide Service to the Company or any Affiliate, and only if you have continuously provided such Service since the Grant Date of this Option.

 

5. Exercise of Option . Subject to Section 4, the vested and exercisable portion of this Option may be exercised in whole or in part at any time during the Option term by delivering a written notice of exercise to the Company’s Chief Financial Officer or to such other party as may be designated by such officer, and by providing for payment of the exercise price of the Shares being acquired and any related withholding taxes. The notice of exercise must be in a form approved by the Company and state the number of Shares to be purchased, the method of payment of the aggregate exercise price and the directions for the delivery of the Shares to be acquired, and must be signed or otherwise authenticated by the person exercising the Option. If you are not the person exercising the Option, the person submitting the notice also must submit appropriate proof of his/her right to exercise the Option.

 

2
 

 

6. Payment of Exercise Price . When you submit your notice of exercise, you must include payment of the exercise price of the Shares being purchased through one or a combination of the following methods:

 

(a) cash (including personal check, cashier’s check or money order);

 

(b) by means of a broker-assisted cashless exercise in which you irrevocably instruct your broker to deliver proceeds of a sale of all or a portion of the Shares to be issued pursuant to the exercise to the Company in payment of the exercise price of such Shares; or

 

(c) by delivery to the Company of Shares (by actual delivery or attestation of ownership in a form approved by the Company) already owned by you that are not subject to any security interest and that have an aggregate Fair Market Value on the date of exercise equal to the exercise price of the Shares being purchased.

 

However, if the Committee determines, in any given circumstance, that payment of the exercise price with Shares is undesirable for any reason, you will not be permitted to pay any portion of the exercise price in that manner.

 

7. Tax Consequences . You hereby acknowledge that if any Shares received pursuant to the exercise of any portion of this Option are sold within two years from the Grant Date or within one year from the effective date of exercise of this Option, or if certain other requirements of the Code are not satisfied, such Shares will be deemed under the Code not to have been acquired by you pursuant to an “incentive stock option” as defined in the Code. You agree to promptly notify the Company if you sell any Shares received upon the exercise of this Option within the time periods specified in the previous sentence. The Company shall not be liable to you if this Option for any reason is deemed not to be an “incentive stock option” within the meaning of the Code.

 

8. Delivery of Shares . As soon as practicable after the Company receives the notice of exercise and payment of the exercise price as provided above, and has determined that all other conditions to exercise, including compliance with applicable laws as provided in Section 18(c) of the Plan, have been satisfied, it shall deliver to the person exercising the Option, in the name of such person, the Shares being purchased, as evidenced by issuance of a stock certificate or certificates, electronic delivery of such Shares to a brokerage account designated by such person, or book-entry registration of such Shares with the Company’s transfer agent. The Company shall pay any original issue or transfer taxes with respect to the issue or transfer of the Shares and all fees and expenses incurred by it in connection therewith. All Shares so issued shall be fully paid and nonassessable.

 

9. Transfer of Option . During your lifetime, only you (or your guardian or legal representative in the event of legal incapacity) may exercise this Option. You may not assign or transfer this Option except for a transfer upon your death in accordance with your will, by the laws of descent and distribution or pursuant to a beneficiary designation submitted in accordance with Section 6(d) of the Plan. The Option held by any such transferee will continue to be subject to the same terms and conditions that were applicable to the Option immediately prior to its transfer and may be exercised by such transferee as and to the extent that the Option has become exercisable and has not terminated in accordance with the provisions of the Plan and this Agreement.

 

10. No Stockholder Rights Before Exercise . Neither you nor any permitted transferee of this Option will have any of the rights of a stockholder of the Company with respect to any Shares subject to this Option until a certificate evidencing such Shares has been issued, electronic delivery of such Shares has been made to your designated brokerage account, or an appropriate book entry in the Company’s stock register has been made. No adjustments shall be made for dividends or other rights if the applicable record date occurs before your stock certificate has been issued, electronic delivery of your Shares has been made to your designated brokerage account, or an appropriate book entry in the Company's stock register has been made, except as otherwise described in the Plan.

 

3
 

 

11. Governing Plan Document . This Agreement and Option are subject to all the provisions of the Plan, and to all interpretations, rules and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.

 

12. Choice of Law . This Agreement will be interpreted and enforced under the laws of the state of Nevada (without regard to its conflicts or choice of law principles).

 

13. Binding Effect . This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.

 

14. Other Agreements . You agree that in connection with the exercise of this Option, you will execute such documents as may be necessary to become a party to any stockholder, voting or similar agreements as the Company may require.

 

15. Restrictive Legends . The Company may place a legend or legends on any certificate representing Shares issued upon the exercise of this Option summarizing transfer and other restrictions to which the Shares may be subject under applicable securities laws, other provisions of this Agreement, or other agreements contemplated by Section 14 of this Agreement. You agree that in order to ensure compliance with the restrictions referred to in this Agreement, the Company may issue appropriate “stop transfer” instructions to its transfer agent.

 

16. Compensation Recovery Policy . To the extent that any compensation paid or payable pursuant to this Agreement is considered “incentive-based compensation” within the meaning and subject to the requirements of Section 10D of the Exchange Act, such compensation shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the Board of Directors of the Company or any committee thereof in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s common stock is then listed. This Agreement may be unilaterally amended by the Company to comply with any such compensation recovery policy. 

 

17. Electronic Delivery and Acceptance . The Company may deliver any documents related to this Option Award by electronic means and request your acceptance of this Agreement by electronic means. You hereby consent to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line (and/or voice activated) system established and maintained by the Company or the Company’s third-party stock plan administrator.

 

By signing the cover page of this Agreement or otherwise accepting this Agreement in a manner approved by the Company, you agree to all the terms and conditions described above and in the Plan document.

4