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NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE ZOLL MEDICAL CORPORATION AMENDED AND RESTATED 2006 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

Stock Option Agreement

NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE ZOLL MEDICAL CORPORATION AMENDED AND RESTATED 2006 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN | Document Parties: ZOLL MEDICAL CORPORATION You are currently viewing:
This Stock Option Agreement involves

ZOLL MEDICAL CORPORATION

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Title: NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE ZOLL MEDICAL CORPORATION AMENDED AND RESTATED 2006 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Date: 12/8/2008
Industry: Medical Equipment and Supplies     Sector: Healthcare

NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE ZOLL MEDICAL CORPORATION AMENDED AND RESTATED 2006 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN, Parties: zoll medical corporation
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Exhibit 10.34

NON-QUALIFIED STOCK OPTION AGREEMENT

UNDER THE ZOLL MEDICAL CORPORATION

AMENDED AND RESTATED 2006 NON-EMPLOYEE DIRECTOR STOCK OPTION 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 2006 Non-Employee Director Stock Option Plan as amended through the date hereof (the “Plan”), ZOLL Medical Corporation (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, 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:

 

 

 

 

 

 

Incremental Number of

Option Shares Exercisable

  

   

  

Exercisability Date

                                 (25)%

  

 

  

                     

                                 (25)%

  

 

  

                     

                                 (25)%

  

 

  

                     

                                 (25)%

  

 

  

                     

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) 


 
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