bsd10k083108ex10-8.htm


    
      

      
Exhibit
10.8

    

      BSD Medical Corporation   2188 West 2200 South, Salt Lake City,
Utah  84119-1326

      Telephone:  (801)
972-5555    Facsimile:  (801)
972-5930




    


    Date

    


    


    


    


    


    


    


    


    Notice
of Grant of Stock Option

    


    Dear
:

    


    As per the terms of the 1998 Director
Stock Plan (the "Plan") of BSD Medical Corporation (the "Corporation"), you have
been granted an option to purchase the Corporation's common
stock.  Therefore, I am pleased to notify you that, effective
________, you have been granted an option (the "Option") to purchase up to an
aggregate of ________ shares of the Corporation's common stock, par value $.001
per share (the "Shares"), at the purchase price of $          per
share (the "Purchase Price").  If there are any conflicts between the
provisions of this Notice and the Plan, then the terms of the Plan shall
control.

    


    You may exercise your Option at any
time after the following dates as to the numbers of Shares
indicated:

    


    
      	
              Vesting Date

            	 	
              Number of
    Shares

            
	 
      	 	 
      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	 
      	 	 
      	 


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    You must exercise your Option, if at
all, on or before the close of business on the ____ day of  __                    .  Your
right to exercise your Option will terminate on such date and will also
terminate immediately upon the termination of your status as Non-Employee
Director with the Corporation (or its controlled or affiliated companies) for
any reason, including your death or disability or the dissolution or liquidation
of the Corporation.  Following termination of your status position as
Non-Employee Director, the Corporation will have the right to repurchase all
Shares purchased by you through the exercise of an option, which you hereby
grant to the Corporation.  The Corporation's repurchase option will
expire one year after termination of your employment and may be exercised by the
Corporation's delivery of notice to you, or your legal representative, of its
exercise of the repurchase option.  The repurchase option price shall
be the fair market value of the Shares on the date of termination, as determined
in good faith by the Board.

    


    To exercise your Option, in whole or in
part, you must furnish written notice of your exercise to the Corporation's
secretary at 2188 West 2200 South, Salt Lake City, Utah
84119-1326.  Such notice must be in the form attached hereto, or some
other form approved by the Board, and must be accompanied by a certified or
cashiers check made payable to the Corporation in an amount equal to the
Purchase Price multiplied by the number of Shares purchased, and assurances
satisfactory to the Corporation that all appropriate withholding taxes have
been, or will be paid.  Such notice must be hand delivered or sent by
certified United States mail, with return receipt requested.

    


    The number of Shares covered by your
Option, and the Purchase Price, shall be proportionately adjusted for any
increase or decrease in the number of issued and outstanding shares of the
Corporation's common stock resulting from a subdivision or consolidation of such
shares or the payment of a share dividend or any other increase or decrease in
the number of shares effected without receipt of consideration by the
Corporation.  If the Corporation shall be the surviving corporation in
any merger or consolidation, your Option shall apply to the number of securities
to which you would have been entitled if you had been the owner of the Shares on
the date of the merger or consolidation.  If there is a merger,
consolidation, sale of assets or similar transaction involving the Corporation,
and which the Corporation is not the surviving entity, then the Corporation
shall diligently attempt to obtain the agreement of the successor in such
transaction to assume the obligations of the Corporation hereunder, by
substituting an equivalent option for the option granted hereby.

    


    Each certificate representing the
Shares issued pursuant to your exercise of the Option may have impressed thereon
such restrictive legends, as the Corporation deems appropriate.  You
shall also cooperate in such manner, as the Corporation reasonably deems
appropriate to assure compliance with applicable securities laws.  If
the Corporation so chooses, the Corporation may delay any exercise of the Option
until you have furnished satisfactory evidence to the Corporation that all
United States federal and state withholding taxes owed with respect to such
exercise have been, or will be, paid in full.

    


    Please understand that you have no
obligation to exercise your Option, and that you will have no rights as a
stockholder of the Corporation with this Option until you exercise your Option,
in whole or in part, and the Corporation issues to you a certificate
representing your Shares.

    


    Should you have any questions in regard
to your Option, please contact the undersigned or any other officer of the
Corporation.  If you agree to terms of this letter, please execute,
date and return the enclosed copy of the letter, at which time your Option will
become effective.

    


    
      	 
      	
              Sincerely,

            
	 
      	 
      
	 
      	 
	 
      	 
      
	 
      	
              President
      of BSD Medical Corporation

            


    

    


    


    I
understand and agree to

    the
foregoing terms.

    


    
                                                                                                   
  

    


    


    Date: