Incentive Stock Option Agreement



 Exhibit 10.2 
  
 Lifeline Systems, Inc. 
  
 Incentive Stock Option Agreement 
 Granted
Under 2000 Stock Incentive Plan 
  
 1.
Grant of Option. 
  
 This agreement evidences the grant by
Lifeline Systems, Inc., a Massachusetts corporation (the “Company”), on             , 200[    ] (the “Grant Date”) to
[            ], an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2000
Stock Incentive Plan (the “Plan”), a total of [            ] shares (the “Shares”) of common stock, $.02 par value per share, of the Company (“Common
Stock”) at $[            ] per Share. Unless earlier terminated, this option shall expire on [            ]
(the “Final Exercise Date”). 
  
 It is intended that the
option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the
context, the term “Participant,” as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms. 
  
 2. Vesting Schedule. 
  
 This option will become exercisable (“vest”) as to [    ] of the original number of Shares on
the [    ] anniversary of the Grant Date and as to an additional [    ] of the original number of Shares at the end of each successive anniversary following the first anniversary of the Grant Date until the
[    ] anniversary of the Grant Date. 
  
 The
right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested until
the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. 
  
 3. Exercise of Option. 
  
 (a) Form of Exercise. Each election to exercise this option shall be in writing in form reasonably acceptable to the Company, signed by the
Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no
partial exercise of this option may be for any fractional share or for fewer than ten whole shares. 
  
 (b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the
Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in
Section 424(e) or (f) of the Code (an “Eligible Participant”). 







 (c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible
Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate [    ] months after such cessation (but in no event after the Final Exercise Date),
provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise
Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate
immediately upon such violation. 
  
 (d) Exercise Period
Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such
relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of [    ] following the date of death or disability of the Participant by the Participant,
provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after
the Final Exercise Date. 
  
 (e) Discharge for Cause. If
the Participant, prior to the Final Exercise Date, is discharged by the Company for “cause” (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such discharge. “Cause”
shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting,
advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant shall be considered to have been discharged for
“Cause” if the Company determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted. 
  
 4. Withholding. 
  
 No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to
the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. 
  
 5. Nontransferability of Option. 
  
 This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant. 
  

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 6. Disqualifying Disposition. 
  
 If the Participant disposes of Shares acquired upon exercise of this option
within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition. 
  
 7. Provisions of the Plan. 
  
 This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option. 
  
 IN WITNESS
WHEREOF, the Company has caused this option to be executed by its duly authorized officer. 
  

					
	 	 	 Lifeline Systems, Inc.

			
	 Dated:
                    
	 	 By:
	 	  


	 	 	 Name:
	 	  


	 	 	 Title:
	 	  



  

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 PARTICIPANT’S ACCEPTANCE 
  
 The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby
acknowledges receipt of a copy of the Company’s 2000 Stock Incentive Plan. 
  

			
	 PARTICIPANT:

	
	

		
	 Address:
	 	  


		
	 	 	  




  

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