exv10w12



 



Exhibit 10.12


REHABILICARE INC.

NON-INCENTIVE STOCK OPTION AGREEMENT



          THIS
AGREEMENT, made this 12th day of August 2002, by and between
Rehabilicare Inc., a Minnesota corporation (“the Company”), and Dan Gladney
(“Employee”).



          WHEREAS, the Company wishes to grant this stock option to Employee.



          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto hereby agree as follows:



          1. Grant of Option



          The Company hereby grants to Employee, on the date set forth above, the
right and option (hereinafter called “the option”) to purchase all or any part
of an aggregate of 250,000 shares of Common Stock, $.10 par value, at the price
of $3.579 per share on the terms and conditions set forth herein. This option
is not intended to be an incentive stock option within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the “Code”).



          2. Duration and Exercisability



          (a) Except as provided in paragraphs (c) below, this option may not be
exercised by Employee until the expiration of one (1) year from the date of
this Agreement and shall become exercisable on the first anniversary of the
date hereof with respect to 25% of the shares subject to this option (as set
forth in paragraph 1 above) and with respect to an additional cumulative 25% of
the shares subject to this option on the anniversary of the date hereof in of
each year thereafter until the fourth anniversary of the date hereof when this
option shall be exercisable in full. This option shall terminate in all events
seven (7) years after the date of this Agreement.



          (b) During the lifetime of Employee, the option shall be exercisable only
by Employee and shall not be assignable or transferable by Employee, other than
by will or the laws of descent and distribution; provided, however, that if, in
the reasonable judgment of the Compensation Committee of the Company, the
transfer of this Option to a Family Member (as such term is defined in the
General Instructions to Form S-8 (or successor to such Instructions or such
Form) contained in the Securities Act of 1933, as amended), or the subsequent
exercise of the Option by the Family Member rather than the Employee, would not
result in any adverse tax or accounting consequences to the Company, and
subject to such requirements as the Company may reasonably impose, including,
but not limited, to the requirement that the Family Member acknowledge in
writing that the Family Member accepts the same subject to all of the terms and
conditions of this Agreement, Employee may, upon notice to the Compensation
Committee, so transfer this Option, or any part thereof, to a Family Member,
provided further that the Employee may not receive any consideration for such
transfer, and the Family Member may not make any subsequent transfers other
than by will or by the laws of descent..



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          (c) Notwithstanding the installment exercise provision set forth in
paragraph (a) above and subject to the other terms and conditions set forth
herein (including subsection 2(d)), this option may be exercised as to 100% of
the shares of Common Stock of the Company for which this option was granted on
the date of a “Change of Control” as hereinafter defined. For purposes hereof,
a “Change in Control” shall mean:




		
	 	     (i) the public announcement (which, for purposes of this
definition, shall include, without limitation, a report filed pursuant to
Section 13(d) of the Exchange Act) by the Company or any “person” (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act) that
such person has become the “beneficial owner” (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the combined voting
power of the Company’s then outstanding securities;




		
	 	     (ii) the commencement of or public announcement of an intention to
make a tender or exchange offer for 51% or more of the then outstanding
shares of Common Stock of the Company;




		
	 	     (iii) individuals who at the date hereof constitute the Board of
Directors of the Company cease to constitute a majority thereof, provided
that such change is the direct or indirect result of a proxy fight and
contested election for positions on the Board; or




		
	 	     (iii) the majority of the Board of Directors determine in their
sole and absolute discretion that there has been a change in control of
the Company.



          (d) Notwithstanding subsection 2(c) above, in the event (i) of any
reorganization, sale, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Common Stock or other securities of the Company or
any other similar corporate transaction or event or (ii) the Company shall
enter into a written agreement to undergo such a transaction or event, the
Company may, in its sole discretion, cancel any or all of the unexercised
portion of the Option and pay to Employee, in cash, the value of the
unexercised portion of the Option based upon the price per share of capital
stock received or to be received by other shareholders of the Company in such
event.



          3. Effect of Termination of Employment



          (a) In the event that Employee shall cease to be employed by the Company
for any reason other than Employee’s gross and willful misconduct or Employee’s
death, Employee shall have the right to exercise the option at any time within
ninety days after such termination of employment to the extent of the full
number of shares Employee was entitled to purchase under the option on the date
of termination, subject to the condition that no option shall be exercisable
after the expiration of the term of the option.



          (b) In the event that Employee shall cease to be employed by the Company
by reason of Employee’s gross and willful misconduct during the course of
employment, including

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but not limited to wrongful appropriation of the Company funds or the
commission of a gross misdemeanor or felony, the option shall be terminated as
of the date of the misconduct.


          (c) If Employee shall die while in the employ of the Company or within
ninety days after termination of employment for any reason other than gross and
willful misconduct or become disabled (within the meaning of Code Section
105(d)(4)) while in the employ of the Company and Employee shall not have fully
exercised the option, the option may be exercised at any time within twelve
months after Employee’s death or disability by the personal representatives or
administrators, or if applicable guardian, of Employee or by any person or
persons to whom the option is transferred by will or the applicable laws of
descent and distribution, to the extent of the full number of shares Employee
was entitled to purchase under the option on the date of death, disability or
termination of employment, if earlier, and subject to the condition that no
option shall be exercisable after the expiration of the term of the option.



          4. Manner of Exercise



          (a) The option can be exercised only by Employee or other proper party by
delivering within the option period written notice to the Company at its
principal office. The notice shall state the number of shares as to which the
option is being exercised and be accompanied by payment in full of the option
price for all shares designated in the notice.



          (b) Employee may pay the option price by check (bank check, certified
check or personal check) or with the approval of the Company by delivering to
the Company for cancellation Common Stock of the Company with a fair market
value equal to the option price; provided, however, that Employee shall not be
entitled to tender shares of the Company’s Common Stock pursuant to successive,
substantially simultaneous exercises of this option or any other stock option
of the Company. For these purposes, the fair market value of the Company’s
Common Stock shall be as reasonably determined by the Company but shall not be
less than, if applicable, (i) the closing price of the stock as reported for
composite transactions, if the Common Stock is then traded on a national
securities exchange, (ii) the last sale price if the Common Stock is then
quoted on the NASDAQ National Market System or (iii) the average of the closing
representative bid and asked prices of the Common Stock as reported on NASDAQ
on the date as of which fair market value is being determined.



          5. Miscellaneous



          (a) This Agreement shall not confer on Employee any right with respect to
continuance of employment by the Company or any of its subsidiaries, nor will
it interfere in any way with the right of the Company to terminate such
employment at any time. Employee shall have none of the rights of a
shareholder with respect to shares subject to this option until such shares
shall have been issued to Employee upon exercise of this option.



          (b) The exercise of all or any parts of this option shall only be
effective at such time that the sale of Common Stock pursuant to such exercise
will not violate any state or federal securities or other laws.

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           (c) If Employee exercises all or any portion of the option subsequent to
any change in the number or character of the Common Stock of the Company
(through merger, consolidation, reorganization, recapitalization, stock
dividend or otherwise), and subject to the provisions of Section 2(d), Employee
shall then receive for the aggregate price paid by Employee on such exercise of
the option, the number and type of securities or other consideration which
Employee would have received if such option had been exercised prior to the
event changing the number or character of outstanding shares.



          (d) The Company shall at all times during the term of the option reserve
and keep available such number of shares as will be sufficient to satisfy the
requirements of this Agreement.



          (e) In order to provide the Company with the opportunity to claim the
benefit of any income tax deduction which may be available to it upon the
exercise of the option, and in order to comply with all applicable federal or
state income tax laws or regulations, the Company may take such action as it
deems appropriate to insure that, if necessary, all applicable federal or state
payroll, withholding, income or other taxes are withheld or collected from
Employee. Employee may elect to satisfy any federal and state income tax
withholding obligations upon exercise of the option by (i) having the Company
withhold a portion of its Common Stock otherwise to be delivered upon exercise
of the option having a fair market value equal to the amount of federal and
state income tax required to be withheld upon such exercise, or (ii) delivering
to the Company shares of its Common Stock other than the shares issuable upon
exercise of the option with a fair market value equal to such taxes.



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.




	 	 	 	 	 	 	 
	 	 	REHABILICARE INC.
	 	 	 	 	 	 	 
	 	 	
By 	/s/ John H. P. Maley
	 	 	 	

	 	 	 	 	Its 	Chairman of the Board
	 	 	 	 	 	

	 	 	/s/ Dan W. Gladney
	 	 	

	 	 	Employee




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