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EXHIBIT 99.2
SONOSITE, INC.
NONQUALIFIED STOCK OPTION NOTICE AGREEMENT
To: Daniel Walton
We are pleased to inform you that you have been selected by SonoSite, Inc.
(the "Company") to receive a nonqualified stock option (an "NSO") to purchase
shares of the Company's Common Stock. Such option is granted outside of the
Company's compensation plans but shall be subject to the terms and conditions as
set forth in the Company's 1998 Option, Stock Appreciation Right, Restricted
Stock, Stock Grant and Performance Unit Plan (the "Plan"), the Plan Summary and
this Notice Agreement. The Plan is incorporated into this Notice Agreement by
reference.
By accepting the option you agree to such terms and conditions. Capitalized
terms that are not defined in this Notice Agreement have the meanings given to
them in the Plan. The most important terms and conditions of the option are
summarized as follows:
Date of Grant: July 17, 2000
Number of Shares: 35,000
Exercise Price: $28.594 per share
Expiration Date: July 17, 2010
Vesting: The option will vest and become exercisable according to the
following schedule:
Date on and After Which Option Is Portion of Total Option Which Is
Exercisable Exercisable
July 17, 2001 25%
Each One-Year Anniversary of Date of Grant an additional 25%
Thereafter
Payment for Shares: Unless the Plan Administrator determines otherwise,
the option may be exercised by the delivery of:
(a) Cash or check;
(b) Shares of Common Stock held by you for a period of at least six months
having a fair market value on the date of exercise equal to the aggregate option
price (you should consult your tax advisor before exercising the option with
stock you received upon the exercise of an incentive stock option); or
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(c) A properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company the amount of sale
or loan proceeds necessary to pay the exercise price.
Termination: Unless otherwise determined by the Plan Administrator, the
unvested portion of the option will terminate upon termination of your services
with the Company, except in the case of termination due to Disability,
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Retirement or death. The vested portion of the option will terminate
automatically and without further notice on the earliest of the following dates:
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(a) 30 days after termination of your services for reasons other than
Retirement, Early Retirement at the Company's request, Disability or death; (b)
one year after termination of your services due to death (for both vested and
unvested shares); (c) immediately upon notice of termination for "cause" (as
such term is defined in the Plan); and (d) the option's Expiration Date.
If you terminate services due to Disability or Retirement, you may exercise
your entire option, both unvested and vested shares, until the Expiration Date.
If you terminate services due to Early Retirement, you may exercise, at any time
before the Expiration Date, the portion of your option that was vested on the
date of termination. If you die within 30 days after terminating services at the
Company or after terminating services due to Retirement, Early Retirement at the
Company's request or Disability, the option may be exercised in accordance with
the terms and provisions contained in the Plan.
It is your responsibility to be aware of the date your option terminates.
Withholding Taxes: You must make such arrangements as the Company may
require to satisfy any federal, state or local withholding tax obligations that
may arise in connection with exercise of the option.
Tax advice should be obtained when exercising any option and prior to the
disposition of the shares issued upon the exercise of any option.
Additional copies of the Plan and the Plan Summary are available from the
Stock Plan Administrator's Office for your reference.
Sincerely,
SONOSITE, INC.
By ______________________________________
Its President & Chief Executive Officer
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