Exhibit 10.31
NON-QUALIFIED STOCK OPTION
AGREEMENT
UNDER THE ZOLL MEDICAL
CORPORATION
AMENDED AND RESTATED
2001 STOCK INCENTIVE PLAN
Name of Optionee:
No. of Option Shares:
Option Exercise Price per Share: $
Grant Date:
Expiration Date:
Pursuant to the ZOLL Medical
Corporation Amended and Restated 2001 Stock Incentive Plan as
amended through the date hereof (the “Plan”), ZOLL
Medical Corporation (the “Company”) hereby grants to
the Optionee named above an option (the “Stock Option”)
to purchase on or prior to the Expiration Date specified above all
or part of the number of shares of Common Stock, par value $0.01
per share (the “Stock”) of the Company specified above
at the Option Exercise Price per Share specified above subject to
the terms and conditions set forth herein and in the Plan. This
Stock Option is not intended to be an “incentive stock
option” under Section 422 of the Internal Revenue Code
of 1986, as amended.
1. Exercisability Schedule .
No portion of this Stock Option may be exercised until such portion
shall have become exercisable. Except as set forth below, and
subject to the discretion of the Administrator (as defined in
Section 2 of the Plan) to accelerate the exercisability
schedule hereunder, this Stock Option shall be exercisable with
respect to the following number of Option Shares on the dates
indicated:
[Insert Vesting
provision]
Once exercisable, this Stock Option
shall continue to be exercisable at any time or times prior to the
close of business on the Expiration Date, subject to the provisions
hereof and of the Plan.
2. Manner of Exercise
.
(a) The Optionee may exercise this
Stock Option only in the following manner: from time to time on or
prior to the Expiration Date of this Stock Option, the Optionee may
give written notice to the Administrator of his or her election to
purchase some or all of the Option Shares purchasable at the time
of such notice. This notice shall specify the number of Option
Shares to be purchased.
Payment of the purchase price for
the Option Shares may be made by one or more of the following
methods: (i) in cash, by certified or bank check or other
instrument acceptable to the Administrator; (ii) through the
delivery (or attestation to the ownership) of shares of Stock that
have been purchased by the Optionee on the open market or that are
beneficially owned by the
Optionee for at least six months and are not
then subject to any restrictions under any Company plan;
(iii) by the Optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to
a broker to promptly deliver to the Company cash or a check payable
and acceptable to the Company to pay the option purchase price,
provided that in the event the Optionee chooses to pay the option
purchase price as so provided, the Optionee and the broker shall
comply with such procedures and enter into such agreements of
indemnity and other agreements as the Administrator shall prescribe
as a condition of such payment procedure; (iv) by a “net
exercise” arrangement pursuant to which the Company will
reduce the number of shares of Stock issuable upon exercise by the
largest whole number of shares with a Fair Market Value that does
not exceed the aggregate exercise price; or (v) a combination
of (i), (ii), (iii) and (iv) above. Payment instruments
will be received subject to collection.
The transfer to the Optionee on the
records of the Company or of the transfer agent of the Option
Shares will be contingent upon the Company’s receipt from the
Optionee of full payment for the Option Shares, as set forth above
and any agreement, statement or other evidence that the Company may
require to satisfy itself that the issuance of Stock to be
purchased pursuant to the exercise of Stock Options under the Plan
and any subsequent resale of the shares of Stock will be in
compliance with applicable laws and regulations. In the event the
Optionee chooses to pay the purchase price by previously-owned
shares of Stock through the attestation method, the number of
shares of Stock transferred to the Optionee upon the exercise of
the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased
upon exercise of this Stock Option shall be
