CareView Communications Inc. – 8-K


Exhibit 10.2


 


NON-QUALIFIED STOCK OPTION


PURSUANT TO THE


CAREVIEW COMMUNICATIONS, INC.


2016 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. 2016 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 December 6, 2026 (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.


 






    	 



    	 



    

 


 


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:  ________________________________________________


 


 


OPTIONEE:


 


____________________________________________________


 


 





 




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GRANT OF OPTION


 


PURSUANT TO THE


CAREVIEW COMMUNICATIONS, INC.


2016 STOCK INCENTIVE PLAN


 


 





	OPTIONEE:  	  
	 	 
	OPTIONS GRANTED: 	 
	 	 
	PURCHASE PRICE: 	 
	 	 
	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. 2016 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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