Exhibit 10.2





Exhibit 10.2




GRANT NO.                     




HEALTHSPORT, INC.

2009 EQUITY INCENTIVE PLAN




NONSTATUTORY STOCK OPTION AGREEMENT




Healthsport, Inc., a Delaware corporation (the “Company”), hereby grants an Option to purchase
shares of its Common Stock (the “Shares”) to the Optionee named below. The terms and conditions of
the Option are set forth in this cover sheet, in the attachment and in the Healthsport, Inc. 2009
Equity Incentive Plan (the “Plan”).



Date of Option Grant:                                         , [YEAR]



Name of Optionee:                                                             




Optionee’s Social Security Number:                     -                    -                    



Number of Shares Covered by Option:                                         




Exercise Price per Share: $                    .                    




Fair Market Value of a Share on Date of Option Grant: $                    .                    




Expiration Date:                                         , [YEAR] [DO NOT EXCEED TEN YEARS FROM GRANT]




Vesting Calculation Date:                                         , [YEAR]




Vesting Schedule:



Subject to all the terms of the attached Agreement, your right to purchase Shares under this
Option shall vest as to one-fourth (1/4) of the total number of Shares covered by this Option, as
shown above, on the one-year anniversary of the Vesting Calculation Date. Thereafter, the number
of Shares which you may purchase under this Option shall vest at the rate of one-forty-eighth
(1/48) per month on the 1st day of each of the thirty-six (36) months following the month of the
one-year anniversary of the Vesting Calculation Date. The resulting aggregate number of vested
Shares will be rounded to the nearest whole number. No Shares will vest after your Service has
terminated for any reason.



By signing this cover sheet, you agree to all of the terms and conditions described in the
attached Agreement and in the Plan, a copy of which is also enclosed.



	 	 	 	 	 	 	 
	Optionee:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	Company:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






Attachment


 


 









 





HEALTHSPORT, INC.

2009 EQUITY INCENTIVE PLAN




NONSTATUTORY STOCK OPTION AGREEMENT




	 	 	 
	The Plan and Other Agreements

	 	The text of the Plan is
incorporated in this Agreement by
reference. Certain capitalized
terms used in this Agreement are
defined in the Plan.
	 
	 	 
	

	 	This Agreement and the Plan
constitute the entire
understanding between you and the
Company regarding this Option.
Any prior agreements, commitments
or negotiations concerning this
Option are superseded.
	 
	 	 
	Nonstatutory Stock Option

	 	This Option is not intended to be
an Incentive Stock Option under
section 422 of the Code and will
be interpreted accordingly.

	 
	 

	 	This Option is not intended to be
deferred compensation under
section 409A of the Code and will
be interpreted accordingly.
	 
	 	 
	Vesting

	 	This Option is only exercisable
before it expires and then only
with respect to the vested
portion of the Option. This
Option will vest according to the
Vesting Schedule on the attached
cover sheet.
	 
	 	 
	Term

	 	Your Option will expire in any
event at the close of business at
Company headquarters on the
Expiration Date, as shown on the
cover sheet. Your Option will
expire earlier if your Service
terminates, as described below.
	 
	 	 
	Termination — General

	 	If your Service terminates for
any reason (except in the case of
death or Disability of a
California Participant), other
than for Cause, then your Option
will expire at the close of
business at Company headquarters
on the date that is ninety (90)
days after your termination date.
	 
	 	 
	Termination for
Cause

	 	If your Service is terminated for
Cause or if you commit an act(s)
of Cause while this Option is
outstanding, as determined by the
Committee in its sole discretion,
then you shall immediately
forfeit all rights to your Option
and the Option shall immediately
expire.






 


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	Death or Disability California
Participants only

	 	If you are a California
Participant and your Service
terminates because of your death
or Disability, then your Option
will expire at the close of
business at Company headquarters
on the date six (6) months after
the date of your death or
Disability. During that six (6)
month period, your estate or
heirs may exercise the vested
portion of your Option.
	 
	 	 
	Leaves of Absence

	 	For purposes of this Option, your
Service does not terminate when
you go on a bona fide leave of
absence that was approved by the
Company in writing, if the terms
of the leave provide for
continued Service crediting, or
when continued Service crediting
is required by applicable law.
Your Service terminates in any
event when the approved leave
ends unless you immediately
return to active work.
	 
	 	 
	 

	 	The Company determines which
leaves count for this purpose,
and when your Service terminates
for all purposes under the Plan.
	 
	 	 
	Notice of Exercise

	 	When you wish to exercise this
Option, you must notify the
Company by filing a “Notice of
Exercise” form at the address
given on the form. Your notice
must specify how many Shares you
wish to purchase. Your notice
must also specify how your Shares
should be registered (in your
name only or in your and your
spouse’s names as community
property or as joint tenants with
right of survivorship). The
notice will be effective when it
is received by the Company.
	 
	 	 
	 

	 	If someone else wants to exercise
this Option after your death,
that person must prove to the
Company’s satisfaction that he or
she is entitled to do so.
	 
	 	 
	Form of Payment

	 	When you submit your notice of
exercise, you must include
payment of the Exercise Price for
the Shares you are purchasing.
Payment may be made in one (or a
combination) of the following
forms:
	 
	 	 
	 

	 	•     Cash, your personal
check, a cashier’s check or a
money order.

	 
	 	 
	 

	 	•     Shares which have already
been owned by you for more than
six (6) months and which are
surrendered to the Company. The
Fair Market Value of the Shares,
determined as of the effective
date of the Option exercise, will
be applied to the Exercise Price.

	 
	 	 
	 

	 	•     To the extent a public
market for the Shares exists as
determined by the Company, by
Cashless Exercise through
delivery (on a form prescribed by
the Company) of an irrevocable
direction to a securities broker
to sell Shares and to deliver all
or part of the sale proceeds to
the Company in payment of the
aggregate Exercise Price.







 


3









 





	 	 	 
	Withholding Taxes

	 	You will be solely responsible
for payment of any and all
applicable taxes associated with
this Option.
	 
	 	 
	 

	 	You will not be allowed to
exercise this Option unless you
make acceptable arrangements to
pay any withholding or other
taxes that may be due as a result
of the Option exercise or sale of
Shares acquired under this
Option.
	 
	 	 
	Restrictions on Exercise and Resale

	 	By signing this Agreement, you
agree not to exercise this Option
or sell any Shares acquired under
this Option at a time when
applicable laws, regulations or
Company or underwriter trading
policies prohibit exercise, sale
or issuance of Shares. The
Company will not permit you to
exercise this Option if the
issuance of Shares at that time
would violate any law or
regulation. The Company shall
have the right to designate one
or more periods of time, each of
which shall not exceed one
hundred eighty (180) days in
length, during which this Option
shall not be exercisable, and any
Shares acquired under this Option
shall not be sold, if the Company
determines (in its sole
discretion) that such limitation
on exercise could in any way
facilitate a lessening of any
restriction on transfer pursuant
to the Securities Act or any
state securities laws with
respect to any issuance of
securities by the Company,
facilitate the registration or
qualification of any securities
by the Company under the
Securities Act or any state
securities laws, or facilitate
the perfection of any exemption
from the registration or
qualification requirements of the
Securities Act or any applicable
state securities laws for the
issuance or transfer of any
securities. Such limitation on
exercise shall not alter the
vesting schedule set forth in
this Agreement other than to
limit the periods during which
this Option shall be exercisable.
	 
	 	 
	 

	 	If the sale of Shares under the
Plan is not registered under the
Securities Act, but an exemption
is available which requires an
investment or other
representation, you shall
represent and agree at the time
of exercise that the Shares being
acquired upon exercise of this
Option are being acquired for
investment, and not with a view
to the sale or distribution
thereof, and shall make such
other representations as are
deemed necessary or appropriate
by the Company and its counsel.
	 
	 	 
	 

	 	You may also be required, as a
condition of exercise of this
Option, to enter into any Company
stockholder agreement or other
agreements that are applicable to
stockholders.






 


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	The Company’s
Right of First Refusal

	 	In the event that you propose to
sell, pledge or otherwise
transfer to a third party any
Shares acquired under this
Agreement, or any interest in
such Shares, the Company shall
have the “Right of First Refusal”
with respect to all (and not less
than all) of such Shares. If you
desire to transfer Shares
acquired under this Agreement,
you must give a written “Transfer
Notice” to the Company describing
fully the proposed transfer,
including the number of Shares
proposed to be transferred, the
proposed transfer price and the
name and address of the proposed
transferee.
	 
	 	 
	 

	 	The Transfer Notice shall be
signed both by you and by the
proposed new transferee and must
constitute a binding commitment
of both parties to the transfer
of the Shares. The Company shall
have the right to purchase all,
and not less than all, of the
Shares on the terms of the
proposal described in the
Transfer Notice (subject,
however, to any change in such
terms permitted in the next
paragraph) by delivery of a
notice of exercise of the Right
of First Refusal within thirty
(30) days after the date when the
Transfer Notice was received by
the Company. The Company’s
rights under this subsection
shall be freely assignable, in
whole or in part.
	 
	 	 
	 

	 	If the Company fails to exercise
its Right of First Refusal within
thirty (30) days after the date
when it received the Transfer
Notice, you may, not later than
ninety (90) days following
receipt of the Transfer Notice by
the Company, conclude a transfer
of the Shares subject to the
Transfer Notice on the terms and
conditions described in the
Transfer Notice. Any proposed
transfer on terms and conditions
different from those described in
the Transfer Notice, as well as
any subsequent proposed transfer
by you, shall again be subject to
the Right of First Refusal and
shall require compliance with the
procedure described in the
paragraph above. If the Company
exercises its Right of First
Refusal, the parties shall
consummate the sale of the Shares
on the terms set forth in the
Transfer Notice within sixty
(60) days after the date when the
Company received the Transfer
Notice (or within such longer
period as may have been specified
in the Transfer Notice);
provided, however, that in the
event the Transfer Notice
provided that payment for the
Shares was to be made in a form
other than lawful money paid at
the time of transfer, the Company
shall have the option of paying
for the Shares with
lawful money equal to the present
value of the consideration
described in the Transfer Notice.






 


5









 





	 	 	 
	 

	 	The Company’s Right of First
Refusal shall inure to the
benefit of its successors and
assigns and shall be binding upon
any transferee of the Shares.
	 
	 	 
	 

	 	The Company’s Right of First
Refusal shall terminate in the
event that Shares are listed on
an established stock exchange or
are quoted regularly on the OTC
Bulletin Board.
	 
	 	 
	Right of Repurchase

	 	Following your Termination Date
after termination of your Service
for any reason, the Company shall
have the right to purchase all of
those Shares that you have or
will acquire under this Option.
If the Company exercises its
right to purchase such Shares,
the purchase price shall be the
Fair Market Value of those Shares
on the date of purchase as
determined by the Board of
Directors and shall be paid in
cash. The Company will notify
you of its intention to purchase
such Shares, and will consummate
the purchase within any time
period established by applicable
law. The Company’s right of
repurchase shall inure to the
benefit of its successors and
assigns and shall be binding upon
any transferee of the Shares.
The Company’s rights under this
subsection shall be freely
assignable, in whole or in part.
The Company’s right of repurchase
shall terminate in the event that
the Shares are listed on an
established stock exchange or are
quoted regularly on the OTC
Bulletin Board.
	 
	 	 
	Transfer of Option

	 	Prior to your death, only you may
exercise this Option. You cannot
transfer, assign, alienate,
pledge, attach, sell, or encumber
this Option. If you attempt to
do any of these things, this
Option will immediately become
invalid. You may, however,
dispose of this Option in your
will or it may be transferred by
the laws of descent and
distribution. Regardless of any
marital property settlement
agreement, the Company is not
obligated to honor a notice of
exercise from your spouse, nor is
the Company obligated to
recognize your spouse’s interest
in your Option in any other way.
	 
	 	 
	Retention Rights

	 	Your Option or this Agreement
does not give you the right to be
retained by the Company (or any
Parent or any Subsidiaries or
Affiliates) in any capacity. The
Company (or any Parent and any
Subsidiaries or Affiliates)
reserves the right to terminate
your Service at any time and for
any reason.
	 
	 	 
	Stockholder Rights

	 	You, or your estate or heirs,
have no rights as a stockholder
of the Company until a
certificate for your Option’s
Shares has been issued. No
adjustments are made for
dividends or other rights if the
applicable record date occurs
before your stock certificate is
issued, except as described in
the Plan.






 


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	Adjustments

	 	In the event of a stock split, a
stock dividend or a similar
change in the Company stock, the
number of Shares covered by this
Option (rounded down to the
nearest whole number) and the
Exercise Price per Share may be
adjusted pursuant to the Plan.
Your Option shall be subject to
the terms of the agreement of
merger, liquidation or
reorganization in the event the
Company is subject to such
corporate activity.
	 
	 	 
	Legends

	 	All certificates representing the
Shares issued upon exercise of
this Option shall, where
applicable, have endorsed thereon
the following legends:
	 
	 	 
	 

	 	         “THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER
AND OPTIONS TO PURCHASE SUCH
SHARES SET FORTH IN AN AGREEMENT
BETWEEN THE COMPANY AND THE
REGISTERED HOLDER, OR HIS OR HER
PREDECESSOR IN INTEREST. A COPY
OF SUCH AGREEMENT IS ON FILE AT
THE PRINCIPAL OFFICE OF THE
COMPANY AND WILL BE FURNISHED
UPON WRITTEN REQUEST TO THE
SECRETARY OF THE COMPANY BY THE
HOLDER OF RECORD OF THE SHARES
REPRESENTED BY THIS CERTIFICATE.”

	 
	 	 
	 

	 	         “THE SHARES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD,
PLEDGED, OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION
THEREOF UNDER SUCH ACT OR AN
OPINION OF COUNSEL, SATISFACTORY
TO THE COMPANY AND ITS COUNSEL,
THAT SUCH REGISTRATION IS NOT
REQUIRED.”

	 
	 	 
	Applicable Law

	 	This Agreement will be
interpreted and enforced under
the laws of the State of
Delaware.







By
signing the cover sheet of this Agreement, you agree to all of the terms and 
conditions described above and in the Plan.


 


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HEALTHSPORT, INC.

NOTICE OF EXERCISE OF NONSTATUTORY STOCK OPTION BY OPTIONEE




Healthsport, Inc.

6429 Independence Avenue

Woodland Hills, CA 91367




	 	 	 	 	 
	Re:	 	Exercise of Nonstatutory Stock Option to Purchase Shares of Company Stock
	 
	 	 	 	 
	 

	 	[PRINT NAME OF OPTIONEE]

	 	 






Pursuant to the Nonstatutory Stock Option Agreement dated                                                             
,                      between
Healthsport, Inc., a Delaware corporation, (the “Company”) and me, made pursuant to the 2009 Equity
Incentive Plan (the “Plan”), I hereby request to purchase                      shares (whole number only) of
common stock of the Company (the “Shares”), at the exercise price of $                     per Share. I am
hereby making full payment of the aggregate exercise price by one or more of the following forms of
payment in accordance with the whole number percentages that I have provided below. I further
understand and agree that I will timely satisfy any and all applicable tax withholding obligations
as a condition of this Option exercise.



	 	 	 	 	 	 	 
	Percentage	 	 	 	 	 
	of Payment	 	 	 	 	Form of Payment As Provided In the Nonstatutory Stock Option Agreement
	 	 	 	 	 
	 	 
	 	                    	%	 	 
	 	Cash/My Personal
Check/Cashier’s Check/Money Order (payable to “Healthsport, Inc.”)
	 	 	 	 	 
	 	 
	 	                    	%	 	 
	 	Surrender of Vested Shares (Valued
At Their Fair Market Value) Owned By Me For More Than Six (6) Months
	 	100	%	 	 
	 	 






	 	 	 	 	 
	Check one:

	 	o
	 	The Shares certificate is to be issued and registered in my name only.
	 
	 	 	 	 
	 

	 	o
	 	The Shares certificate is to be issued and registered in my name and
my spouse’s name.
	 
	 	 	 	 
	 

	 	 	 	[PRINT SPOUSE’S NAME, IF CHECKING SECOND BOX]

	 
	 	 	 	 
	 

	 	 	 	Check one (if checked second box above):
	 
	 	 	 	 
	 

	 	 	 	o Community Property or o Joint Tenants With Right of Survivorship






I acknowledge that I have received, understand and continue to be bound by all of the terms
and conditions set forth in the Plan and in the Nonstatutory Stock Option Agreement.



Dated:                                         




	 	 	 	 	 	 	 
	 

(Optionee’s Signature)

	 	 	 	
 

(Spouse’s Signature)**
	 	 





**   Spouse
must sign this Notice of Exercise if listed above.



	 	 	 	 	 	 	 
	 


	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

(Full Address)

	 	 	 	 

(Full Address)
	 	 








	 	 	 
	*	 	THIS NOTICE OF EXERCISE MAY BE REVISED BY THE COMPANY AT ANY TIME WITHOUT NOTICE.



 


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