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EXHIBIT 10.8




STOCK OPTION GRANT PROGRAM

FOR

NONEMPLOYEE DIRECTORS UNDER THE

CARDIAC SCIENCE CORPORATION

2002 STOCK INCENTIVE PLAN




     The following provisions set forth the terms of the stock option grant program (the “Program”)
for nonemployee directors of Cardiac Science Corporation (the “Company”) under the Company’s 2002
Stock Incentive Plan (the “Plan”). The following terms are intended to supplement, not alter or
change, the provisions of the Plan, and in the event of any inconsistency between the terms
contained herein and in the Plan, the Plan shall govern. All capitalized terms that are not
defined herein shall be as defined in the Plan.



     1. Eligibility



     Each director of the Company elected or appointed who is not otherwise an employee of the Company
or a Related Company (an “Eligible Director”) shall be eligible to receive Initial Grants and
Annual Grants under the Plan, as discussed below.



     2. Initial Grants



     Each Eligible Director shall automatically receive a Nonqualified Stock Option to purchase 7,500
shares of Common Stock (an “Initial Grant”) upon such Eligible Director’s initial election or
appointment to the Board. Twenty-Five Percent (25%) of the shares subject to each Initial Grant
shall vest and become exercisable one year after the grant date of such Initial Grant and 1/36th of
remaining shares subject to such Initial Grant shall vest and become exercisable monthly thereafter
over the next three years.



     3. Annual Grants



     Commencing with the 2006 annual stockholders meeting, each Eligible Director shall automatically
receive a Nonqualified Stock Option to purchase 7,500 shares of Common Stock immediately following
each year’s Annual Meeting (each, an “Annual Grant”); provided that any Eligible Director who
received an Initial Grant within three months prior to an annual meeting shall not receive an
Annual Grant until immediately following the second annual meeting after the date of such Initial
Grant. Twenty-Five Percent (25%) of the shares subject to each Annual Grant shall vest and become
exercisable one year after the grant date of such Annual Grant and 1/36th of remaining shares
subject to such Annual Grant shall vest and become exercisable monthly thereafter over the next
three years.



 









 





     4. Option Exercise Price



     The exercise price of an Option shall be the Fair Market Value of the Common Stock on the Grant
Date.



     5. Manner of Option Exercise



     An Option shall be exercised by giving the required notice to the Company, stating the number of
shares of Common Stock with respect to which the Option is being exercised, accompanied by payment
in full for such Common Stock, which payment may be in whole or in part (a) in cash or check
(acceptable to the Plan Administrator), (b) by tendering shares of Common Stock you have owned for
at least six months, (c) if and so long as the Common Stock is registered under the Exchange Act,
by delivery of a properly executed exercise notice, together with irrevocable
instructions to a broker, to promptly deliver to the Company the amount of sale or loan proceeds to
pay the exercise price, all in accordance with the regulation of the Federal Reserve Board or (d)
by any other method permitted by the Plan Administrator.



     6. Term of Options



     Each Option shall expire ten years from the date of grant thereof, but shall be subject to earlier
termination as follows:



     (a) In the event that an Eligible Director ceases to be a director of the Company for any reason
other than death, the unvested portion of any Option granted to such Eligible Director (the
“Unvested Portion”) shall continue to vest in accordance with the applicable vesting schedule set
forth in Section 2 or Section 3 hereof. The vested portion of any Option may be exercised by the
Eligible Director until the earlier of (i) six months after the date on which the unvested portion
of all Options held by such Eligible Director is fully vested and exercisable and (ii) the
expiration date of the Option set forth in the Option’s grant notice.



     (b) In the event of the death of an Eligible Director, the Unvested Portion shall immediately
become fully vested and exercisable, and the Option may be exercised until the earlier of (i) one
year after the date of death of the Eligible Director and (ii) the expiration date of the Option
set forth in the Option’s grant notice, by the personal representative of the Eligible Director’s
estate, the person(s) to whom the Eligible Director’s rights under the Option have passed by will
or the applicable laws of descent and distribution or the beneficiary designated pursuant to
Section 11 of the Plan.



     7. Company Transactions



     In the event of any Company Transaction,



     (a) Except as provided in subsection (b) below, each outstanding Option shall be assumed or an
equivalent option or right substituted by the Successor Company.



     (b) If in connection with a Company Transaction the Successor Company refuses to assume or
substitute for an Option, then upon consummation of a Company Transaction, each outstanding Option
shall become fully vested and exercisable with respect to 100% of the



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unvested portion of the
Option. In such case, the Plan Administrator shall notify the Eligible Director in writing or
electronically that the unvested portion of each outstanding Option shall be fully vested and
exercisable for a specified time period, and each such Option may be
exercised until the earlier of (i) the expiration of the time period specified by the Plan Administrator and (ii) the expiration
date of the Option set forth in the Option’s grant notice. If the Option has not otherwise expired
by its terms, each such outstanding Option shall terminate at the expiration of the time period
specified by the Plan Administrator.



     (c) All Options shall terminate and cease to remain outstanding upon consummation the Company
Transaction, except to the extent assumed by the Successor Company.



     8. Amendment



     The Board may amend the provisions contained herein in such respects as it deems advisable. Any
such amendment shall not, without the consent of the Eligible Director, impair or diminish any
rights of an Eligible Director or any rights of the Company under an Option.



     Provisions of the Plan (including any amendments) that were not discussed above, to the extent
applicable to Eligible Directors shall continue to govern the terms and conditions of Options
granted to Eligible Directors.



     9. Effective Date



     The Program is effective as of January 1, 2006.



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PROGRAM ADOPTION AND AMENDMENTS

SUMMARY PAGE




	 	 	 	 	 
	Date of Board	 	 	 	Section/Effect
	Action	 	Action	 	of Amendment
	November 9, 2005	 	Initial Program Adoption	 	 







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