Unassociated Document


     

    
      EXHIBIT
10.8

      HEALTHWAREHOUSE.COM,
INC.

      NON-QUALIFIED
STOCK OPTION AGREEMENT

      FOR

      ___________________

      


      1.           Grant of Option.
HEALTHWAREHOUSE.COM, INC., a Delaware corporation (the "Company") hereby grants,
as of __________________, ("Date of Grant"), to ___________________ (the
"Optionee") an option (the "Option") to purchase up to ________________ shares
of the Company's common stock, $_____ par value per share (the "Shares"), at an
exercise price per share equal to $_______ (the "Exercise
Price").  The Option shall be subject to the terms and conditions set
forth herein.  The Option is being issued pursuant to the Company's
2009 Incentive Compensation Plan (the "Plan"), which is incorporated herein for
all purposes.  The Option is a Non-Qualified Stock Option, and not an
Incentive Stock Option.  The Optionee hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by all of the terms and conditions
hereof and thereof and all applicable laws and regulations.

      


      2.           Definitions.  Unless
otherwise provided herein, terms used herein that are defined in the Plan and
not defined herein shall have the meanings attributed thereto in the
Plan.

      


      3.           Exercise
Schedule.  Except as otherwise provided in Sections 6 or 10 of
this Agreement, or in the Plan, the Option is exercisable in installments as
provided below, which shall be cumulative. To the extent that the Option has
become exercisable with respect to a percentage of Shares as provided below, the
Option may thereafter be exercised by the Optionee, in whole or in part, at any
time or from time to time prior to the expiration of the Option as provided
herein. The following table indicates each date (the "Vesting Date") upon which
the Optionee shall be entitled to exercise the Option with respect to the
percentage of Shares granted as indicated beside the date, provided that the
Continuous Service of the Optionee continues through and on the applicable
Vesting Date:

      


      
        	
                Percentage
      of Shares

              	
                Vesting
      Date

              
	 
      	 
      
	
                33.33%

              	
                First
      anniversary of Date of Grant

              
	
                33.33%

              	
                Second
      anniversary of Date of Grant

              
	
                33.34%

              	
                Third
      anniversary of Date of Grant

              


      

      


      Except as otherwise specifically
provided herein, there shall be no proportionate or partial vesting in the
periods prior to each Vesting Date, and all vesting shall occur only on the
appropriate Vesting Date. Upon the termination of the Optionee's Continuous
Service, any unvested portion of the Option shall terminate and be null and
void.

      


      4.           Method of
Exercise.  The vested portion of this Option shall be
exercisable in whole or in part in accordance with the exercise schedule set
forth in Section 3 hereof by written notice which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as to the
holder's investment intent with respect to such Shares as may be required by the
Company pursuant to the provisions of the Plan.  Such written notice
shall be signed by the Optionee and shall be delivered in person or by certified
mail to the Secretary of the Company.  The written notice shall be
accompanied by payment of the Exercise Price.  This Option shall be
deemed to be exercised after both (a) receipt by the Company of such written
notice accompanied by the Exercise Price and (b) arrangements that are
satisfactory to the Committee in its sole discretion have been made for
Optionee's payment to the Company of the amount, if any, that is necessary to be
withheld in accordance with applicable Federal or state withholding
requirements.  No Shares shall be issued pursuant to the Option unless
and until such issuance and such exercise shall comply with all relevant
provisions of applicable law, including the requirements of any stock exchange
upon which the Shares then may be traded.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      5.           Method of
Payment. Payment of the Exercise Price shall be by any of the
following, or a combination thereof, at the election of the
Optionee:  (a) cash; (b) check; (c) to the extent permitted by the
Committee, with Shares owned by the Optionee, or the withholding of Shares that
otherwise would be delivered to the Optionee as a result of the exercise of the
Option; (d) pursuant to a "cashless exercise" procedure, by delivery of a
properly executed exercise notice together with such other documentation, and
subject to such guidelines, as the Committee shall require to effect an exercise
of the Option and delivery to the Company by a licensed broker acceptable to the
Company of proceeds from the sale of Shares sufficient to pay the Exercise Price
and any applicable income or employment taxes, or (e) such other consideration
or in such other manner as may be determined by the Committee in its absolute
discretion.

      


      6.           Termination of
Option.

      


      (a) General.  Any
unexercised portion of the Option shall automatically and without notice
terminate and become null and void at the time of the earliest to occur of the
following:

      


      (i) unless the Committee otherwise
determines in writing in its sole discretion, three months after the date on
which the Optionee's Continuous Service is terminated other than by reason of
(A) by the Company or a Related Entity for Cause, (B) a Disability of the
Optionee as determined by a medical doctor satisfactory to the Committee, or (C)
the death of the Optionee;

      


      (ii) immediately upon the termination
of the Optionee's Continuous Service by the Company or a Related Entity for
Cause;

      


      (iii) twelve months after the date on
which the Optionee's Continuous Service is terminated by reason of a Disability
as determined by a medical doctor satisfactory to the Committee;

      


      (iv) twelve months after the date of
termination of the Optionee's Continuous Service by reason of the death of the
Optionee; or

      


      (v) the tenth anniversary of the date
as of which the Option is granted.

      


      (b)           Cancellation.  To
the extent not previously exercised, (i) the Option shall terminate immediately
in the event of (A) the liquidation or dissolution of the Company, or (B) any
reorganization, merger, consolidation or other form of corporate transaction in
which the Company does not survive or the Shares are exchanged for or converted
into securities issued by another entity, or an affiliate of such successor or
acquiring entity, unless the successor or acquiring entity, or an affiliate
thereof, assumes the Option or substitutes an equivalent option or right
pursuant to Section 10(c) of the Plan, and (ii) the Committee in its sole
discretion may by written notice ("cancellation notice") cancel, effective upon
the consummation of any transaction that constitutes a Change in Control, the
Option (or portion thereof) that remains unexercised on such
date.  The Committee shall give written notice of any proposed
transaction referred to in this Section 6(b) a reasonable period of time prior
to the closing date for such transaction (which notice may be given either
before or after approval of such transaction), in order that the Optionee may
have a reasonable period of time prior to the closing date of such transaction
within which to exercise the Option if and to the extent that it then is
exercisable (including any portion of the Option that may become exercisable
upon the closing date of such transaction).  The Optionee may
condition his exercise of the Option upon the consummation of a transaction
referred to in this Section 6(b).

      


      
        
           

        

        
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      7.           Transferability.  Unless
otherwise determined by the Committee, the Option granted hereby is not
transferable otherwise than by will or under the applicable laws of descent and
distribution, and during the lifetime of the Optionee the Option shall be
exercisable only by the Optionee, or the Optionee's guardian or legal
representative. In addition, the Option shall not be assigned, negotiated,
pledged or hypothecated in any way (whether by operation of law or otherwise),
and the Option shall not be subject to execution, attachment or similar process.
Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the
Option, or in the event of any levy upon the Option by reason of any execution,
attachment or similar process contrary to the provisions hereof, the Option
shall immediately become null and void.  The terms of this Option
shall be binding upon the executors, administrators, heirs, successors and
assigns of the Optionee.

      


      8.           No Rights of
Stockholders.  Neither the Optionee nor any personal
representative (or beneficiary) shall be, or shall have any of the rights and
privileges of, a stockholder of the Company with respect to any Shares
purchasable or issuable upon the exercise of the Option, in whole or in part,
prior to the date on which the Shares are issued.

      


      9.           Acceleration of Exercisability of
Option.

      


      (a)           Acceleration Upon Certain
Terminations or Cancellations of Option.  This Option shall
become immediately fully exercisable in the event that, prior to the termination
of the Option pursuant to Section 6 hereof, (i) the Option is terminated
pursuant to Section 6(b)(i) hereof, or (ii) the Company exercises its discretion
to provide a cancellation notice with respect to the Option pursuant to Section
6(b)(ii) hereof.

      


      (b)           Acceleration Upon Change in
Control.  This Option shall become immediately fully
exercisable in the event that, prior to the termination of the Option pursuant
to Section 6 hereof, and during the Optionee's Continuous Service, there is a
"Change in Control", as defined in Section 9(b) of the Plan.

      


      10.           No Right to Continuous
Service.  Neither the Option nor this Agreement shall confer upon
the Optionee any right to Continuous Service with the Company or any Related
Entity.

      


      
        
           

        

        
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      11.           Law Governing.  This
Agreement shall be governed in accordance with and governed by the internal laws
of the State of Delaware.

      


      12.           Interpretation/Provisions of Plan
Control. This Agreement is subject to all the terms, conditions and
provisions of the Plan, including, without limitation, the amendment provisions
thereof, and to such rules, regulations and interpretations relating to the Plan
adopted by the Committee as may be in effect from time to time. If and to the
extent that this Agreement conflicts or is inconsistent with the terms,
conditions and provisions of the Plan, the Plan shall control, and this
Agreement shall be deemed to be modified accordingly. The Optionee accepts the
Option subject to all of the terms and provisions of the Plan and this
Agreement.  The undersigned Optionee hereby accepts as binding,
conclusive and final all decisions or interpretations of the Committee upon any
questions arising under the Plan and this Agreement, unless shown to have been
made in an arbitrary and capricious manner.

      


      13.           Notices.  Any notice
under this Agreement shall be in writing and shall be deemed to have been duly
given when delivered personally or when deposited in the United States mail,
registered, postage prepaid, and addressed, in the case of the Company, to the
Company's Secretary at 100 Commerce Blvd., Cincinnati, Ohio 45140, or if the
Company should move its principal office, to such principal office, and, in the
case of the Optionee, to the Optionee's last permanent address as shown on the
Company's records, subject to the right of either party to designate some other
address at any time hereafter in a notice satisfying the requirements of this
Section.

      


      14.           Section 409A.

      


      (a) It is intended that the Option
awarded pursuant to this Agreement be exempt from Section 409A of the Code
("Section 409A") because it is believed that (i) the Exercise Price may never be
less than the Fair Market Value of a Share on the Date of Grant and the number
of shares subject to the Option is fixed on the original Date of Grant, (ii) the
transfer or exercise of the Option is subject to taxation under Section 83 of
the Code and Treas. Reg. 1.83-7, and (iii) the Option does not include any
feature for the deferral of compensation other than the deferral of recognition
of income until the exercise of the Option.  The provisions of this
Agreement shall be interpreted in a manner consistent with this intention, and
the provisions of this Agreement may not be amended, adjusted, assumed or
substituted for, converted or otherwise modified without the Optionee's prior
written consent if and to the extent that the Company believes or reasonably
should believe that such amendment, adjustment, assumption or substitution,
conversion or modification would cause the award to violate the requirements of
Section 409A.  In the event that either the Company or the Optionee
believes, at any time, that any benefit or right under this Agreement is subject
to Section 409A, then the Committee may (acting alone and without any required
consent of the Optionee) amend this Agreement in such manner as the Committee
deems necessary or appropriate to be exempt from or otherwise comply with the
requirements of Section 409A (including without limitation, amending the
Agreement to increase the Exercise Price to such amount as may be required in
order for the Option to be exempt from Section 409A).

      


      (b) Notwithstanding the foregoing, the
Company does not make any representation to the Optionee that the Option awarded
pursuant to this Agreement is exempt from, or satisfies, the requirements of
Section 409A, and the Company shall have no liability or other obligation to
indemnify or hold harmless the Optionee or any Beneficiary for any tax,
additional tax, interest or penalties that the Optionee or any Beneficiary may
incur in the event that any provision of this Agreement, or any amendment or
modification thereof or any other action taken with respect thereto, that either
is consented to by the Optionee or that the Company reasonably believes should
not result in a violation of Section 409A, is deemed to violate any of the
requirements of Section 409A.

       

      
        
           

        

        
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      IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the _______ day
of  _________________, 2009.

      


      COMPANY:

      


      HEALTHWAREHOUSE.COM,
INC.,

      a Delaware
corporation

      


      


      By:
__________________________

      Name: Lalit Dhadphale

      Title:  President and
CEO

      


      The Optionee acknowledges receipt of a
copy of the Plan and represents that he or she has reviewed the provisions of
the Plan and this Option Agreement in their entirety, is familiar with and
understands their terms and provisions, and hereby accepts this Option subject
to all of the terms and provisions of the Plan and the Option
Agreement.  The Optionee further represents that he or she has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement.

      


      Dated:
_______________ __,
2009                                                                                                OPTIONEE:

      


      


      By:
______________________________

            [Name]

       

      
        
           

        

        
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