EXHIBIT 4.1
VOLUNTARY RESTRICTION AGREEMENT
THIS VOLUNTARY RESTRICTION AGREEMENT (the "Agreement") is made this ___
day of __________, 2000 by and between ___________________, whose address is
_____________ ("Option Holder") and SURGICAL SAFETY PRODUCTS INC., with offices
at 2108 Oak Terrace, Sarasota, Florida 34231 (the "Company").
WHEREAS Option Holder was granted options by the Company as more
specifically set forth herein at a time when he/she was an officer, director or
consultant to the Company as part of one or more of the Company's stock option
plans as described herein; and
WHEREAS the shares underlying the options granted to Option Holder have
been registered on Form S-8 with the Securities and Exchange Commission ("SEC");
and
WHEREAS, Option Holder voluntarily has agreed to restrictions on the
sale of stock acquired upon exercise of its options in accordance with the terms
and conditions of this Agreement; and
WHEREAS the Company believes that such voluntary restrictions are in
the best interest of the Company.
NOW THEREFORE in consideration of the mutual promises contained herein
and for other good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, the parties agree as follows:
1. Option Holder was granted the following options by the Company as set forth
next to the plan under which they were granted:
Name of Plan No. of Options Date Exercise
------------ --------------- ---- --------
Granted Granted Price
1994 Employee Option
or Consultant Option Plan ______ __/__/94 $_____
1998 Employee Option or
Consultant Option Plan ______ __/__/98 $_____
1999 Stock Option Plan ______ __/__/99 $_____
(the "Options"). The shares underlying the Options have been registered
with the SEC on Form S-8 on April 13, 2000. Upon exercise the shares may be
issued as shares without a restrictive legend.
2. Upon exercise of any of the Options, the shares issued thereby are to be in
the name of __________________ (name of individual Option Holder or if a
company, name of an individual who will hold the shares).
3. Prior to the termination date as defined in paragraph 8 herein, Option
Holder voluntarily
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agrees that in the event it exercises the balance of its Options that it
agrees the Company may place upon such shares the following legend:
"THE SHARES REPRESENTED HEREBY ARE RESTRICTED UNDER THE TERMS OF A
VOLUNTARY RESTRICTION AGREEMENT DATED ____________ BETWEEN THE PARTY TO
WHOM THEY WERE ISSUED AND THE COMPANY AND SUCH SHARES MAY ONLY BE SOLD,
ASSIGNED, TRANSFERRED OR HYPOTHECATED UNDER THE TERMS OF SUCH AGREEMENT.
THIS CERTIFICATE INCORPORATES BY REFERENCE THE PROVISIONS OF SUCH
AGREEMENT, A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE
COMPANY."
4. Prior to the termination dated as defined in paragraph 8 herein, the Option
Holder voluntarily further agrees that he/she will not sell, assign,
transfer or hypothecate any shares received upon exercise of his/her
Options until such time as the Company has reported either (i) on any Form
10Q or Form 10K filed with the SEC revenues of $1,500,000 or (ii) positive
pre- tax earnings on its Form 10Q or Form 10K filed with the SEC for two
(2) out of three (3) calendar quarters.
5. Prior to the termination date as defined in paragraph 8 herein, in the
event the Company has reported either (i) on any Form 10Q or Form 10K filed
with the SEC revenues of $1,500,000 or (ii) positive pre-tax earnings on
its Form 10Q or Form 10K filed with the SEC for two (2) out of three (3)
consecutive calendar quarters and in the event Option Holder previously has
exercised and wishes to sell, assign, transfer or hypothecate shares issued
in accordance with such exercise, the Company agrees, within seven (7)
business days of receipt of a written request from Option Holder, to notify
Option Holder and the transfer agent for its shares in writing that the
shares may be sold, assigned, transferred or hypothecated without the
legend contained in paragraph 3 above.
6. Prior to the termination date as defined in paragraph 8 herein, in the
event the Company has reported either (i) on any Form 10Q or Form 10K filed
with the SEC revenues of $1,500,000 or (ii) positive pre-tax earnings on
its Form 10Q or Form 10K filed with the SEC for two (2) out of three (3)
consecutive calendar quarters and in the event Option Holder has not
exercised but wishes to exercise, the Company agrees, within seven (7)
business days of receipt of a written request from Option Holder
accompanying the notice of exercise form, to request that the shares to be
issued without the legend set forth in paragraph 3 above.
7. Until the termination date as defined in paragraph 8 herein, Option Holder
agrees that the terms of the voluntary restrictions to which he/she has
agreed may be reported by the Company on any form appropriate for such
disclosure and consents to inclusion in such disclosure of the Options
Holder's name, the number of his/her Options covered by the restriction and
the terms of the voluntary restrictions.
8. Notwithstanding any provision contained herein, the parties agree that the
voluntary restrictions contained herein shall terminate on the second
anniversary date of the date of this Agreement (the "Termination Date").
From and after the Termination Date, any Options not previously exercised
may be exercised without any legend and any shares acquired under the
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Options may, at the election of the Option Holder, either have their legend
removed or Option Holder may sell, assign, transfer or hypothecate such
shares without any restriction and in either case without the need for any
further action by the Company. From and after the Termination Date, upon
receipt of a copy of this Agreement by the Transfer Agent, the Transfer
Agent is authorized and instructed to effectuate the lifting of any
restrictive legend or to transfer any shares as requested by the Option
Holder.
9. For any Options not exercised by the Termination Date, Option Holder shall
have ninety (90) days commencing on the Termination Date to exercise at the
exercise price set forth herein.
10. This Agreement represents the entire agreement between the parties as to
the matters contained herein and such agreement may not be modified,
amended or revoked unless such modification, amendment or revocation is in
writing and executed by the parties hereto.
11. This Agreement is binding upon the parties hereto, and each of their
respective heirs, permitted assigns, executors and administrators.
12. This Agreement will be governed by and construed under the laws of the
State of Florida and each party hereto grants exclusive jurisdiction to the
courts of the State of Florida with venue in Sarasota County.
IN WITNESS WHEREOF the parties have set their hand and seal on the date
first above written.
FOR AN ON BEHALF OF THE
OPTION HOLDER:
----------------------------
FOR AND ON BEHALF OF
SURGICAL SAFETY PRODUCTS INC.
BY:_________________________
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