Careview Communications, Inc. 8-K


Exhibit 10.2


 





NON-QUALIFIED
STOCK OPTION


PURSUANT
TO THE


CAREVIEW
COMMUNICATIONS, INC.


2015
STOCK INCENTIVE PLAN


 


CAREVIEW
COMMUNICATIONS, INC., a Nevada corporation (the “Company”), hereby grants to __________ (“Optionee”)
a Non-Qualified Stock Option (the “Option”) to purchase _______ shares of common stock, $0.001 par value (the
“Shares”) of the Company at the purchase price of $_____ per share (the “Purchase Price”),
in accordance with and subject to the terms and conditions of the CareView Communications, Inc. 2015 Stock Incentive Plan (the
“Plan”). This Option is exercisable in whole or in part, upon payment of the Purchase Price, in cash, cancellation
of fees, or other form of payment acceptable to the Company, at the principal office of the Company.


 


Unless
otherwise set forth in a separate written agreement, in the event that Optionee’s employee or consultant status with the
Company or any of its subsidiaries ceases or terminates for any reason whatsoever, including, but not limited to the death, disability,
or voluntary or involuntary cessation or termination, this Option shall terminate with respect to any portion of this Option that
has not vested prior to the date of cessation or termination of employee or consultant status, as determined in the sole discretion
of the Company. In the event of termination for cause (as that term is defined in the applicable consulting employment or fee
agreement), this Option shall immediately terminate in full with respect to any unexercised options, and any vested but unexercised
options shall immediately expire and may not be exercised. Unless otherwise set forth in a separate written agreement, vested
options must be exercised within ninety (90) days after the date of termination (other than for cause), unless earlier expired
pursuant to the Expiration Date set forth below.


 


Subject
to the preceding paragraph, this Option, or any portion hereof, may be exercised only to the extent vested per the attached schedule,
and must be exercised by Optionee no later than ______________ (the “Expiration Date”) by (i) notice
in writing, signed by Optionee (the “Notice”); and (ii) payment of the Purchase Price pursuant to the terms
of this Option and the Plan. Any portion of this Option that is not exercised on or before the Expiration Date shall lapse. The
Notice must refer to this Option, and it must specify the number of shares being purchased, and recite the consideration being
paid therefor. Notice shall be deemed given on the date on which the Notice is received by the Company.


 


This
Option shall be considered validly exercised once payment therefor has cleared the banking system or the Company has issued a
credit memo for services in the appropriate amount, or receives a duly executed acceptable promissory note, if the Option is granted
with deferred payment, and the Company has received the Notice of such exercise. If the payment is not received within two business
days after the date the Notice is received, the Company may deem the Notice invalid.


 


If
Optionee fails to exercise this Option in accordance with the terms hereof, then this Option shall terminate and have no force
and effect, in which event the Company and Optionee shall have no liability to each other with respect to this Option.


 


This
Option may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


The
validity, construction and enforceability of this Option shall be construed under and governed by the laws of the State of Texas,
without regard to its rules concerning conflicts of laws, and any action brought
to enforce this Option or resolve any controversy, breach or disagreement relative hereto shall be brought only in a court of
competent jurisdiction within the State of Texas.




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The
shares of common stock issuable upon exercise of the Option (the “Underlying Shares”) may not be sold, exchanged,
assigned, transferred or permitted to be transferred, whether voluntarily, involuntarily or by operation of law, delivered, encumbered,
discounted, pledged, hypothecated or otherwise disposed of until (i) the Underlying Shares have been registered with the Securities
and Exchange Commission pursuant to an effective registration statement on Form S-8, or such other form as may be appropriate,
in the discretion of the Company; or (ii) an Opinion of Counsel, satisfactory to the Company, has been received, which opinion
sets forth the basis and availability of any exemption for resale or transfer from federal or state securities registration requirements.


 


The
Option is granted on ________________ by action of the Company’s Board of Directors.


 





	 	 
	 	CAREVIEW COMMUNICATIONS, INC.
	 	 
	 	By:	 
	 	 	Steven Johnson
	 	 	President & CEO
	 	 
	 	OPTIONEE:
	 	 
	 	 	 
	 	 	(Name)



 


 



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 GRANT
OF OPTION


 


PURSUANT
TO THE


CAREVIEW
COMMUNICATIONS, INC.


2015
STOCK INCENTIVE PLAN


 


 





	OPTIONEE:	 	 
	 	 	 
	OPTIONS GRANTED:	 	 
	 	 	 
	PURCHASE PRICE:	 	$                        per
    Share 
	 	 	 
	DATE OF GRANT:	 	 
	 	 	 
	EXERCISE PERIOD:	 	 



 


VESTING
SCHEDULE OF OPTION:


 





	 	SHARES	 	DATE VESTED*	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 


 





	EXERCISED TO DATE:   INCLUDING
    THIS EXERCISE:	 
	 	 
	BALANCE TO BE EXERCISED:	 



 


 










*assuming
continued employment, etc.




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NOTICE
OF EXERCISE


(TO
BE SIGNED ONLY UPON EXERCISE OF THE OPTION)


 


 


TO:CAREVIEW
COMMUNICATIONS, INC. (“Optionor”)


 


The
undersigned, the holder of the Option described above, hereby irrevocably elects to exercise the purchase rights represented by
such Option for, and to purchase thereunder, _________ shares of the Common Stock of CareView Communications, Inc., and herewith
makes payment of __________________________ therefor. Optionee requests that the certificates for such shares be issued in the
name of Optionee and be delivered to Optionee at the address listed below, and if such shares shall not be all of the shares purchasable
hereunder, represents that a new Notice of Exercise of like tenor for the appropriate balance of the shares, or a portion thereof,
purchasable under the Grant of Option pursuant to the CareView Communications, Inc. 2015 Stock Incentive Plan, be delivered to
Optionor when and as appropriate.


 


 





	Dated:	 	 	 
	 	 	Optionee
	 	 	 
	 	 	 
	 	 	Street Address
	 	 	 
	 	 	 
	 	 	City, State, Zip
	 	 	 
	 	 	 
	 	 	Telephone
	 	 	 
	 	 	 
	 	 	Social Security Number 
	 	 	 



 


 


 


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