EXHIBIT 10.28
PERFORMANCE HEALTH TECHNOLOGIES, INC.
1999 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
1. A Stock Option to acquire ____________ shares (hereinafter referred to
as "Shares") of Common Stock of Performance Health Technologies, Inc.
(hereinafter referred to as the "Company") is hereby granted to
_________________ (hereinafter referred to as the "Optionee"), subject
in all respects to the terms and conditions of the Performance Health
Technologies, Inc. 1999 Stock Incentive Plan (as amended from time to
time, hereinafter referred to as the "Plan") and such other terms and
conditions as are set forth herein.
2. This Option is a [Non-Qualified] [Incentive] Stock Option.
3. The option price as determined by the Board of Directors of the Company
(the "Board") is ______ per Share.
4. Subject to the terms of the Plan, this Option may be exercised in
accordance with the following table:
DATE NUMBER OF SHARES
_________________, 200____ XX
_________________, 200____ XX
_________________, 200____ XX
5. The option price must be paid by cash.
6. This Option may not be exercised if the issuance of Shares upon such
exercise would constitute a violation of any applicable federal or
state securities law, or any other valid law or regulation. As a
condition to the exercise of this Option, the Optionee shall represent
to the Company that the Shares being acquired under this Option are for
investment and not with a present view for distribution or resale,
unless counsel for the Company is then of the opinion that such a
representation is not required under any applicable law, regulation or
rules of any governmental agency.
7. Subject to the terms of the Plan, including, without limitation,
Section 5.c. thereof, this Option may not be exercised after
_______________________, and may be exercised during such term only in
accordance with the terms and conditions set forth in the Plan.
8. This Option may not be transferred, assigned or encumbered, in any
manner, except in the event of death of the Optionee, by will or the
laws of descent and distribution, or pursuant to a qualified domestic
relations order as defined under Section 414(q) of the Internal Revenue
Code of 1986 as amended, and may be exercised during the lifetime of
the Optionee only by him. The terms of this Option shall be binding
upon the Optionee's executors, administrators, heirs, assigns and
successors.
Dated as of PERFORMANCE HEALTH
TECHNOLOGIES, INC.
By:_______________________________________
Name:
Title:
ATTEST:
The Optionee hereby acknowledges receipt of a copy of the Plan and is
familiar with the terms and conditions set forth therein. The Optionee agrees to
accept as binding, conclusive, and final all decisions and interpretations of
the Committee. As a condition to the exercise of this Option, the Optionee
authorizes the Company to withhold from any regular cash compensation payable by
the Company any taxes required to be withheld under any federal, state or local
law as a result of exercising this Option.
Dated as of __________________________________________
