INCENTIVE STOCK OPTION AGREEMENT
AGREEMENT, entered into
(the Date of Grant), by and between iCAD, Inc. (the Company) and
WHEREAS, the Company has adopted
the 2007 Stock Incentive Plan (the Plan);
WHEREAS, the Company wishes to
grant to the Optionee an option to purchase shares of the Companys common stock, $.01 par
value, (the Common Stock) under the Plan pursuant to the terms of the Plan;
WHEREAS, the Company desires to
memorialize the grant of the option to the Optionee by entering into this stock option agreement
with the Optionee;
WHEREAS, the Company and the
Optionee understand and agree that unless otherwise defined herein any terms used herein have the
same meanings as in the Plan.
THEREFORE, in consideration of the
promises set forth below, the parties hereto agree as follows:
The Company hereby grants to the
Optionee the option (the Option) to purchase all or any part of an aggregate of
shares of its Common Stock (the Shares), on the terms and conditions and subject
to all the limitations set forth herein and in the Plan, which is incorporated herein by reference.
The Optionee acknowledges receipt of a copy of the Plan.
The per share purchase price to be
paid by Optionee for the Shares covered by the Option in the event of an exercise of the Option
shall be $_____.
||WHEN OPTIONS ARE EXERCISABLE
The Option shall become
exercisable as to one third or _____ shares commencing twelve months from the
Date of Grant, one third or _____ shares commencing twenty four months from the
Date of Grant and one third or _____ shares commencing thirty six months from the Date
of Grant. The option expires at midnight (Nashua, New Hampshire USA time) five years from
the Date of Grant or earlier subject to paragraph 4 below.
||TERMINATION OF EMPLOYMENT
||Generally: Regardless of what Paragraph 3 hereof says, if Optionees
employment with the Company should be terminated other than by Early Retirement, Death or
Disability (as defined below) or for Cause, then Optionee has until the earlier of (i) the
expiration date of the Options set forth in Paragraph 3 hereof or (ii) ninety
(90) days after the date of termination, to exercise those Options which were exercisable on
the date of termination. If Optionees employment with the Company should be terminated by the
Company for Cause or due to Early Retirement the unexercised portion of the Option shall terminate
on the date of termination of Optionees employment.