NEW YORK HEALTH CARE,
INC.
NON-QUALIFIED STOCK OPTION
AGREEMENT
This NON-QUALIFIED STOCK OPTION AGREEMENT (this
" Agreement ") is made as of September 20, 2006 between New
York Health Care, Inc., a New York corporation (the "
Company "), and Michael Nafash (the " Optionee
").
W I T N E S S E T H:
WHEREAS, the Company desires to grant to the
Optionee Non-Qualified Stock Options pursuant to the
Company’s 2004 Stock Incentive Plan (the “ Plan
”); and
WHEREAS, the Optionee is a director of the
Company and eligible to participate in the Plan;
NOW, THEREFORE, in consideration of the mutual
covenants hereinafter set forth and in consideration of services
rendered to the Company by the Optionee, and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as
follows:
THIS AGREEMENT
AND THE TERMS HEREOF ARE SUBJECT TO THE TERMS OF THE PLAN, WHICH
ARE INCORPORATED HEREIN IN THEIR ENTIRETY. IN THE EVENT OF ANY
INCONSISTENCY BETWEEN THIS AGREEMENT AND THE PLAN, THE PROVISIONS
OF THE PLAN SHALL GOVERN.
All capitalized
terms not otherwise defined herein shall have the meanings set
forth in the Plan.
1.
Grant . The Company hereby grants to the Optionee
non-qualified stock options pursuant to the Plan (the "
Options "), to purchase 150,000 shares of the
Company’s Common Stock, par value of $0.01 per share, (the
“ Common Stock ”), vesting on the date hereof.
The Options are exercisable in whole or in part at an exercise
price of $0.37 per share for a period of ten (10) years commencing
the date hereof and ending on September 19, 2016, subject to the
terms and conditions set forth herein and in the Plan. It is
intended by the parties that the Options be Non-Qualified Stock
Options under the Plan.
2.
Procedure for Exercise
. The Options may be exercised, in
whole or in part, by giving written notice of exercise to the
Company specifying the number of shares of Common Stock to be
purchased. Such notice shall be accompanied by payment in full of
the purchase price, which shall be in cash, or in whole shares of
Common Stock which are already owned by the Optionee, or partly in
cash and partly in such owned Common Stock, or other cashless
exercise, in accordance with Section 5 of the Plan.
3.
Adjustment of Number of
Options . The number of
Options shall be subject to adjustment from time to time in
accordance with Section 3 of the Plan.
4.
No Employment
. Nothing herein shall confer upon
the Optionee any right to continue as a director or an employee, as
applicable
