Exhibit 10.28.2
HealthSouth
Corporation
NON-QUALIFIED STOCK OPTION
AGREEMENT
(Pursuant to the 2008 Equity
Incentive Plan)
OPTION granted in Birmingham, Alabama by HealthSouth
Corporation , a Delaware corporation (the
“Corporation”), pursuant to a Summary of Grant (the
"Summary") displayed at the website of Smith Barney Benefit
Access® (www.benefitaccess.com). The Summary, which specifies
the person to whom the Option is granted ("Grantee"), the date as
of which the grant is made (the “Date of Grant”) and
other specific details of the grant, and the electronic acceptance
of the Summary are incorporated herein by reference.
1.
GRANT OF OPTION . The Corporation hereby grants to the
Grantee the Option to purchase, on the terms and subject to the
conditions set forth herein and in the Plan (as defined below), up
to the number of shares specified in the Summary of the
Corporation’s Common Stock, par value $.01 per share, at the
option price per share set forth in the Summary, being not less
than 100% of the Fair Market Value of such Common Stock on the Date
of Grant.
The Option is granted pursuant to
the Corporation’s 2008 Equity Incentive Plan (the
“Plan”), a copy of which has been made available to the
Grantee electronically. The Option is subject in its entirety to
all the applicable provisions of the Plan as in effect on the Date
of Grant, which are hereby incorporated herein by reference.
Capitalized terms used herein and not otherwise defined herein
shall have the meanings set forth in the Plan.
2.
PERIOD OF OPTION . Except as provided herein or as otherwise
provided in the Plan, the Option is cumulatively exercisable in
installments in accordance with the schedule set forth in the
Summary. The Options may be exercised from time to time during the
option period as to the total number of shares allowable under this
Paragraph 2, or any lesser amount thereof. The Option is not
exercisable before or after the dates specified in the
Summary.
3.
METHOD OF EXERCISE OF OPTION . Subject to the provisions of
Paragraph 2 hereof, the Option may be exercised in whole or in part
by the Grantee’s giving written notice, which notice may be
given electronically, specifying the number of shares which the
Grantee elects to purchase and the date on which such purchase is
to be made to the Corporation or its designated broker. Payment of
the exercise price may be made in cash or shares of Common Stock,
including, without limitation, a cashless exercise of the
Option.
4.
TERMINATION OF EMPLOYMENT. The
following shall apply in the event of the Grantee’s
termination of employment:
(i)
The Option to the extent
not vested on the date of the Grantee’s termination of
Employment shall lapse and no further vesting shall
occur.
(ii) If
the Grantee&r
