NONQUALIFIED STOCK OPTION AGREEMENT
Exhibit (d)(8)
Option #___
AMERICAN HOMEPATIENT, INC. (the “Corporation”), a Delaware corporation, hereby grants to
____________ (“Holder”) an option to purchase from the
Corporation _________ fully paid
and nonassessable shares of the common stock, $0.01 par value, of the Corporation at an exercise
price of $______ per share. This option has been granted pursuant to the 1995 Nonqualified
Stock Option Plan for Directors (the “Plan”) of the Corporation adopted by its Board of Directors
and approved by its shareholders on May 17, 1995, as amended, and is subject to all of the terms,
conditions and provisions of the Plan. A copy of the Plan is attached hereto and made a part of
this Option Agreement as if fully set out herein.
This option shall be exercisable by the Holder in whole or in part as set forth in the chart
below, but in no case may the Holder exercise this option for a fraction of a share. No option
will be exercisable after the expiration of ten (10) years from the date of grant.
| Number of Shares | Vesting Date | Expiration Date | ||
_________
|
December 31, 20___ | December 31, 20___ |
The Holder may exercise the option granted hereunder, in whole or in part, by giving not less
than five (5) days’ written notice of exercise to the Corporation, specifying the number of shares
to be purchased and the person in whose name the stock certificate or certificates for shares of
common stock is to be registered, signed by the Holder, and accompanied by payment of the full
purchase price therefor. The option price shall be payable immediately upon the exercise of this
option in United States dollars, paid in cash or by check, with unrestricted shares of Common Stock
of the Corporation, valued at Fair Market Value on the date of exercise of this option, or a
combination thereof.
The number of shares of common stock covered by this option have already been adjusted to
reflect the three-for-two stock split which occurred on June 28, 1996 and shall be subject to
future adjustment in accordance with the terms of the Plan. To the extent any such adjustment
relates to stock or securities of the Corporation, the adjustment shall be made by the Board of
Directors, whose determination shall be conclusive.
The Holder shall have no rights as a shareholder of the Corporation with respect to any shares
covered by this option until the date of issuance of a stock certificate to him or her pursuant to
exercise of this option, in whole or in part. Except as expressly provided in the Plan, the Holder
shall have no rights by reason of any subdivision or combination of shares of stock of any class,
or the payment of any stock dividend or any other increase or decrease in the number of shares of
stock of any class, or any such spin-off or spin-out of assets, or by reason of any dissolution,
liquidation, merger, consolidation or distribution to the Corporation’s shareholders of assets or
stock of another corporation. Any issue by the Corporation of shares of stock of any class, shall
not affect, and no adjustment by reason thereof shall be made with respect to, the number or price
of shares of common stock subject to this option.
The grant of this option shall not affect in any way the right or power of the Corporation to
make or authorize any adjustment, reclassification, reorganization or other change in its capital
or business structure, any merger or consolidation of the Corporation, any issue of debt or equity
securities having preferences or priorities as to the common stock or the rights thereof, the
dissolution or liquidation of the Corporation, any sale or transfer of all or any part of its
business or assets, or any other corporate act or proceeding.
The Corporation shall have the authority to make reasonable constructions of the Plan and of
this option, to correct any defect or supply any omission or reconcile any inconsistency in this
option, and to prescribe reasonable rules and regulations relating to the administration of this
option and other similar options granted under the Plan.
Granted as of the 31st day of December, ____________.
| HOLDER: | AMERICAN HOMEPATIENT, INC. | |||||||
| By: | ||||||||
| Title: |
||||||||
