exv4w8



 








Exhibit 4.8




COMPEX TECHNOLOGIES, INC.

NON-INCENTIVE STOCK OPTION AGREEMENT




          THIS AGREEMENT, made this twenty-third day of April, 2004, by and between Compex Technologies,
Inc., a Minnesota corporation (“the Company”), and Sarah Ferguson, Duchess of York (“Consultant”).




          WHEREAS, the Company wishes to grant this stock option to Consultant in consideration of the
services of the Consultant pursuant to that certain Letter Agreement between the Company and
Consultant dated as of April 20, 2004 (the “Consulting Agreement”).




          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 Consultant, on the date set forth above, the right and option
(hereinafter called “the option”) to purchase all or any part of an aggregate of 50,000 shares of
Common Stock, $.10 par value, at the price of $8.62 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 paragraph 3 below, this option shall not be exercisable on the date
hereof, but shall become exercisable on February 9, 2005 and for the remainder of the term of this
option, with respect to 25,000 shares, and shall become exercisable with respect to an additional,
cumulative 25,000 shares on February 9, 2006. This option shall terminate in all events at the
close of business on February 9, 2008.




          (b) During the lifetime of Consultant, the option shall be exercisable only by Consultant and
shall not be assignable or transferable by Consultant, other than by will or the laws of descent
and distribution.




          3. Effect of Termination of Consulting Agreement. Consultant is receiving this
option in consideration of services to be performed under the Consulting Agreement. In the event
that the Consulting Agreement shall be terminated prior to expiration of its two year term, for any
reason, Consultant shall have the right to exercise the option at any time within one year after
such termination to the extent of the full number of shares Consultant 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.




          4. Manner of Exercise. The option can be exercised only by Consultant 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 by check (bank check, certified check or personal check), of the
option price for all shares designated in the notice.




 









 








          5. Miscellaneous




          (a) This Agreement shall not confer on Consultant any right independent of the Consulting
Agreement with respect to consulting services, or payment for consulting services, from the Company
or any of its subsidiaries, nor will it interfere in any way with the right of the Company to
terminate such Consulting Agreement in accordance with its terms. Consultant 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 Consultant upon exercise of this option.




          (b) The exercise of all or any part 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.




          (c) If Consultant 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, stock split or otherwise), Consultant shall then
receive for the aggregate price paid by Consultant on such exercise of the option, the number and
type of securities or other consideration which Consultant 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 Consultant.




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




	 	 	 	 	 	 	 
	 	 	COMPEX TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Dan W. Gladney	 	 
	 	 	 	 	 	 	 
	 	 	  Its: Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Sarah Ferguson	 	 
	 	 	 	 	 
	 	 	Consultant