ZYNEX MEDICAL HOLDINGS, INC. STOCK OPTION LETTER AGREEMENT
Exhibit
4.11
ZYNEX
MEDICAL HOLDINGS,
INC.
To: Employee
Name
Employee
Address
Employee
City, state and postal
code
We
are pleased to inform you that you
have been selected by the Company to receive a stock option (the “Option”) of
the Company’s common stock under the Company’s 2005 Stock Option Plan (the
“Plan”).
The
terms of the option are set forth
in this Agreement and in the Plan, a copy of which is attached. The
Plan is incorporated by reference into this Agreement, which means that this
Agreement is limited by and subject to the express terms and provisions of
the
Plan. Capitalized terms that are not defined in this Agreement have
the meanings given to them in the Plan.
The
most important terms of the Option
are summarized as follows:
Grant
Date:
Number
of
Shares:
Exercise
PricePer
Share:
Expiration
Date:
Vesting
Base
Date:
Type
of
Option: Incentive Stock Option
Vesting
and
Exercisability: The Option will vest and become exercisable
according to the following schedule, and the other terms of this Agreement,
subject to your continued employment or service relationship with the Company
or
its subsidiaries.
|
Date On or After
|
Portion
of Total
Option
|
|
Which Option is
|
Which
is
|
|
Vested and Exercisable
|
Vested
and
Exercisable
|
|
One
year from
Vesting
|
|
|
Base
Date
|
25%
|
|
Two
years
from Vesting
|
|
|
Base
Date
|
50%
|
|
Three
years
from Vesting
|
|
|
Base
Date
|
75%
|
|
Four
years
from Vesting
|
100%
|
|
Base
Date
|
Termination
of
Option: The unvested portion of the Option will terminate
automatically and without further notice upon termination (voluntary or
involuntary) of your employment or service relationship with the Company
or its
subsidiary. The vested portion of the Option will terminate
automatically and without further notice on the earliest of the
following dates:
|
|
(a)
|
in
the case of termination of your employment for reasons other than
retirement, death or disablement, thirty (30) days following the
date of
termination.
|
|
|
(b)
|
upon
the date the Administrator determines you have committed an act
of misconduct as described in Section 6 (c) of the
Plan.
|
|
|
(c)
|
The
Expiration Date.
|
The
vested portion of your option must be exercised within twelve (12) months
following your retirement, death or disablement.
It
is your responsibility to be aware
of the date your Option terminates.
Method
of Exercise: You may
exercise the Option by giving written notice to the Company, in form and
substance satisfactory to the Company, which will state the election to exercise
the Option and the number of shares of Common Stock for which you are exercising
the Option. The written notice must be accompanied by full payment of
the exercise price for the number of shares of Common Stock you are
exercising.
Form
of
Payment: You may pay the Option exercise price, in whole or in
part, in cash, by check or, unless the Administrator determines otherwise,
by
(a) if and so long as the Common Stock is registered under the Securities
Exchange Act of 1934, as amended, delivery of a properly executed exercise
notice together with irrevocable instructions to a broker to deliver promptly
to
the Company the amount of sale or loan proceeds necessary to pay the exercise
price all in accordance with the regulations of the Federal Reserve Board;
or
(b) such other consideration as the Administrator may permit.
Withholding
Taxes: As a condition to the exercise of the Option, you must
make such arrangements as the Company may require for the satisfaction of
any
federal, state or local withholding tax obligations that may arise in connection
with such exercise. The Company has the right to retain without
notice sufficient shares of stock to satisfy the withholding
obligation. Unless the Administrator determines otherwise, you may
satisfy the withholding obligation by electing to have the Company withhold
from
the shares to be issued upon exercise that number of shares having a fair
market
value equal to the amount required to be withheld (up to the minimum required
federal tax withholding rate).
Limited
Transferability: During your lifetime, only you can exercise
the Option. The Option is not transferable except by will or by the
applicable laws of descent and distribution, except that nonqualified stock
options may be transferred to the extent permitted by the
Administrator. The Plan provides for exercise of the Option by a
designated beneficiary or the personal representative of your
estate.
Registration: Your
particular attention is directed to Section 9 of the Plan, which describes
important conditions relating to federal and state securities laws that must
be
satisfied before the Option can be exercised and before the Company can issue
any shares to you. By accepting the Option, you hereby acknowledge
that you have read and understand Section 9 of the Plan.
Approval
of
Shareholders: This Agreement is subject to the approval of the
Zynex Medical Holdings, Inc. 2005 Stock Option Plan by the Company’s
shareholders.
Binding
Effect: This Agreement will inure to the benefit of the
successors and assigns of the company and be binding upon you and your heirs,
executors, administrators, successors and assigns.
Limitation
on Rights; No Right to
Future Grants; Extraordinary Item of Compensation: By entering
into this agreement and accepting the grant of the Option evidenced hereby,
you
acknowledge: (a) that the plan is discretionary in nature and may be suspended
or terminated by the Company at any time; (b) that the grant of the Option
is a
onetime benefit which does not create any contractual or other right to receive
future grants of options, or benefits in lieu of options; (c) that all
determinations with respect to any such future grants, including, but not
limited to, the times when options will be granted, the number of shares
subject
to each option, the option price, and the time or times when each Option
will be
exercisable, will be at the sole discretion of the Company; (d) that your
participation in the Plan in voluntary; (e) that the value of the Option
is an
extraordinary item of compensation, (f) that the Option is not part of normal
or
expected compensation for purposes of calculating severance or bonuses; (g)
that
the vesting of the Option ceases upon termination of employment or service
relationship with the Company for any reason except as may otherwise be
explicitly provided in the Plan or this Agreement or otherwise permitted
by the
Administrator; (h) that the future value of the underlying option shares
is
unknown and cannot be predicted with certainty; and, (i) that if the underlying
option shares do not increase in value, the Option will have no
value.
Acceptance
and
Acknowledgement: Please execute the following Acceptance and
Acknowledgement and return it to the undersigned. By signing the
following, you understand that as of the Grant Date, this Agreement and the
Plan
set forth the entire understanding between you and the Company regarding
the
Option and supercede all prior oral and written agreements on the
subject.
Very
truly yours,
Zynex
Medical Holding,
Inc.
By
_____________________
Xxxxxx
Xxxxxxxxx
Chief
Executive Officer
ACCEPTANCE
AND
ACKNOWLEDGEMENT
I,
a resident of the State of Colorado,
accept the Option described in this Agreement and in the Plan, and acknowledge
receipt of a copy of this Agreement and a copy of the Plan, I have read and
understand the Plan.
Dated:___________________
By
__________________________
Employee
Name
Employee
Address
Employee
city, state and postal code
