zynexs8ex411_121907.htm


     

    
      

      

    

    

      Exhibit
        4.11

       

       

      ZYNEX
        MEDICAL HOLDINGS,
        INC.

      STOCK
        OPTION LETTER
        AGREEMENT

      


      To:       Employee
        Name

      Employee
        Address

      Employee
        City, state and postal
        code

      


      We
        are pleased to inform you that you
        have been selected by the Company to receive a stock option (the “Option”) of
        the Company’s common stock under the Company’s 2005 Stock Option Plan (the
“Plan”).

      


      The
        terms of the option are set forth
        in this Agreement and in the Plan, a copy of which is attached.  The
        Plan is incorporated by reference into this Agreement, which means that this
        Agreement is limited by and subject to the express terms and provisions of
        the
        Plan.  Capitalized terms that are not defined in this Agreement have
        the meanings given to them in the Plan.

      


      The
        most important terms of the Option
        are summarized as follows:

      


          Grant
        Date:

      


          Number
        of
        Shares:

      


          Exercise
        PricePer
        Share:

      


          Expiration
        Date:

      


          Vesting
        Base
        Date:

      


          Type
        of
        Option: Incentive Stock Option

      


      Vesting
        and
        Exercisability:  The Option will vest and become exercisable
        according to the following schedule, and the other terms of this Agreement,
        subject to your continued employment or service relationship with the Company
        or
        its subsidiaries.


      
        
          	
                                        
                    Date On or After

                	
                  Portion
                    of Total
                    Option

                
	
                                        
                    Which Option is

                	
                  Which
                    is

                
	
                                        
                    Vested and Exercisable

                	
                  Vested
                    and
                    Exercisable

                
	 	 
	
                     
One
                    year from
                    Vesting

                	 
	
                     
Base
                    Date                                           

                	
                  25%

                
	 	 
	
                     
Two
                    years
                    from Vesting

                	 
	
                     
Base
                    Date                                                      

                	
                  50%

                
	 
                  	 
	
                     
Three
                    years
                    from Vesting

                	 
	
                     
Base
                    Date                                           

                	
                  75%

                
	 	 
	
                     
Four
                    years
                    from Vesting

                	
                  100%

                
	
                     
Base
                    Date

                	 


        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Termination
        of
        Option:  The unvested portion of the Option will terminate
        automatically and without further notice upon termination (voluntary or
        involuntary) of your employment or service relationship with the Company
        or its
        subsidiary.  The vested portion of the Option will terminate
        automatically and without further notice on the earliest of the
        following dates:

      


      
        	
                 

              	
                (a)

              	
                in
                  the case of termination of your employment for reasons other than
                  retirement, death or disablement, thirty (30) days following the
                  date of
                  termination.

              


      

      


      
        	
                 

              	
                (b)

              	
                upon
                  the date the  Administrator determines you have committed an act
                  of misconduct as described in Section 6 (c) of the
                  Plan.

              


      

      


      
        	
                 

              	
                (c)

              	
                The
                  Expiration Date.

              


      

      


      The
        vested portion of your option must be exercised within twelve (12) months
        following your retirement, death or disablement.

      


      It
        is your responsibility to be aware
        of the date your Option terminates.

      


      Method
        of Exercise: You may
        exercise the Option by giving written notice to the Company, in form and
        substance satisfactory to the Company, which will state the election to exercise
        the Option and the number of shares of Common Stock for which you are exercising
        the Option.  The written notice must be accompanied by full payment of
        the exercise price for the number of shares of Common Stock you are
        exercising.

      


      Form
        of
        Payment:  You may pay the Option exercise price, in whole or in
        part, in cash, by check or, unless the Administrator determines otherwise,
        by
        (a) if and so long as the Common Stock is registered under the Securities
        Exchange Act of 1934, as amended, delivery of a properly executed exercise
        notice together with irrevocable instructions to a broker to deliver promptly
        to
        the Company the amount of sale or loan proceeds necessary to pay the exercise
        price all in accordance with the regulations of the Federal Reserve Board;
        or
        (b) such other consideration as the Administrator may permit.

      


      Withholding
        Taxes:  As a condition to the exercise of the Option, you must
        make such arrangements as the Company may require for the satisfaction of
        any
        federal, state or local withholding tax obligations that may arise in connection
        with such exercise.  The Company has the right to retain without
        notice sufficient shares of stock to satisfy the withholding
        obligation.  Unless the Administrator determines otherwise, you may
        satisfy the withholding obligation by electing to have the Company withhold
        from
        the shares to be issued upon exercise that number of shares having a fair
        market
        value equal to the amount required to be withheld (up to the minimum required
        federal tax withholding rate).

      


      Limited
        Transferability:  During your lifetime, only you can exercise
        the Option.  The Option is not transferable except by will or by the
        applicable laws of descent and distribution, except that nonqualified stock
        options may be transferred to the extent permitted by the
        Administrator.  The Plan provides for exercise of the Option by a
        designated beneficiary or the personal representative of your
        estate.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Registration:  Your
        particular attention is directed to Section 9 of the Plan, which describes
        important conditions relating to federal and state securities laws that must
        be
        satisfied before the Option can be exercised and before the Company can issue
        any shares to you.  By accepting the Option, you hereby acknowledge
        that you have read and understand Section 9 of the Plan.

      


      Approval
        of
        Shareholders:  This Agreement is subject to the approval of the
        Zynex Medical Holdings, Inc. 2005 Stock Option Plan by the Company’s
        shareholders.

      


      Binding
        Effect:  This Agreement will inure to the benefit of the
        successors and assigns of the company and be binding upon you and your heirs,
        executors, administrators, successors and assigns.

      


      Limitation
        on Rights; No Right to
        Future Grants; Extraordinary Item of Compensation:  By entering
        into this agreement and accepting the grant of the Option evidenced hereby,
        you
        acknowledge: (a) that the plan is discretionary in nature and may be suspended
        or terminated by the Company at any time; (b) that the grant of the Option
        is a
        onetime benefit which does not create any contractual or other right to receive
        future grants of options, or benefits in lieu of options; (c) that all
        determinations with respect to any such future grants, including, but not
        limited to, the times when options will be granted, the number of shares
        subject
        to each option, the option price, and the time or times when each Option
        will be
        exercisable, will be at the sole discretion of the Company; (d) that your
        participation in the Plan in voluntary; (e) that the value of the Option
        is an
        extraordinary item of compensation, (f) that the Option is not part of normal
        or
        expected compensation for purposes of calculating severance or bonuses; (g)
        that
        the vesting of the Option ceases upon termination of employment or service
        relationship with the Company for any reason except as may otherwise be
        explicitly provided in the Plan or this Agreement or otherwise permitted
        by the
        Administrator; (h) that the future value of the underlying option shares
        is
        unknown and cannot be predicted with certainty; and, (i) that if the underlying
        option shares do not increase in value, the Option will have no
        value.

      


      Acceptance
        and
        Acknowledgement:  Please execute the following Acceptance and
        Acknowledgement and return it to the undersigned.  By signing the
        following, you understand that as of the Grant Date, this Agreement and the
        Plan
        set forth the entire understanding between you and the Company regarding
        the
        Option and supercede all prior oral and written agreements on the
        subject.

      


      


      Very
        truly yours,

      


      


      Zynex
        Medical Holding,
        Inc.

      


      


      By
        _____________________

          
Thomas
        Sandgaard

          
Chief
        Executive Officer

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ACCEPTANCE
        AND
        ACKNOWLEDGEMENT

      


      


      


      I,
        a resident of the State of Colorado,
        accept the Option described in this Agreement and in the Plan, and acknowledge
        receipt of a copy of this Agreement and a copy of the Plan, I have read and
        understand the Plan.

      


      Dated:___________________

      


      By
        __________________________

         
 Employee
        Name

         
 Employee
        Address

         
 Employee
        city, state and postal code