{"id":40016,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/incentive-stock-option-agreement-healthsouth-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"incentive-stock-option-agreement-healthsouth-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/incentive-stock-option-agreement-healthsouth-corp.html","title":{"rendered":"Incentive Stock Option Agreement &#8211; HealthSouth Corp."},"content":{"rendered":"<pre>                             HEALTHSOUTH Corporation\n\n                        INCENTIVE STOCK OPTION AGREEMENT\n                    (Pursuant to the 1995 Stock Option Plan)\n\n         OPTION granted in Birmingham,  Alabama on  ___________________,  199___\n(the 'Date of Grant') by HEALTHSOUTH  Corporation,  a Delaware  corporation (the\n'Corporation'), to ________________ (the 'Grantee').\n\n         I. GRANT OF OPTION.  The  Corporation  hereby grants to the Grantee the\nirrevocable  Option to  purchase,  on the terms and  subject  to the  conditions\nherein set forth, up to ______________  fully paid and  nonassessable  shares of\nthe Corporation's Common Stock, par value $.01 per share, at the option price of\n$_________ per share,  being not less than 100% of the fair market value of such\nCommon Stock on the Date of Grant.\n\n         The Option is granted pursuant to the  Corporation's  1995 Stock Option\nPlan (the 'Plan'),  a copy of which is attached hereto. The Option is subject in\nits entirety to all the  applicable  provisions  of the Plan as in effect on the\nDate of Grant, which are hereby incorporated herein by reference.\n\n         II.  PERIOD OF OPTION.  Except as otherwise  provided in the Plan,  the\nOption is  cumulatively  exercisable  in  installments  in  accordance  with the\nfollowing schedule:\n\n                                                Percent of Shares\n                                                Subject to Option\n                 Year Beginning                   Purchasable\n                 --------------                   -----------\n\n                     1996                              None\n                     1997                               25%\n                     1998                               50%\n                     1999                               75%\n                     2000                              100%\n\nThe Option may be exercised from time to time during the option period as to the\ntotal  number of shares  allowable  under this  Section 2, or any lesser  amount\nthereof.  The Option is not  exercisable  before  __________________,  199___ or\nafter __________________, 200___.\n\n         III. METHOD OF EXERCISE OF OPTION. The Option may be exercised in whole\nor in part by the Grantee's  giving  written  notice,  specifying  the number of\nshares which the Grantee  elects to purchase and the date on which such purchase\nis to be made, to the Corporation by mail,  postage prepaid,  or delivering such\nnotice  by  hand to the  Corporation  at its  principal  office  in  Birmingham,\nAlabama,  to the  attention  of the  Chairman  of the Board and Chief  Executive\nOfficer,  at least ten and not more than thirty days prior to the date specified\nin such notice as the date on which such purchase is to be made.\n\n         If such  exercise  shall be in  accordance  with the  provisions of the\nOption, as specified in this Stock Option Agreement,  the Corporation  shall, on\nthe date  specified  in the notice and against  receipt  from the Grantee of the\noption  price,  deliver,  at its  principal  office in  Birmingham,  Alabama,  a\ncertificate or\n\n\n\n\ncertificates for the shares of Common Stock so purchased and shall pay all stamp\ntaxes payable in connection therewith.  For purposes of this Section 3, a person\nto whom the Option is transferred by will or pursuant to the laws of descent and\ndistribution, as contemplated by the Plan, shall be deemed to be the Grantee.\n\n         IV.  INCENTIVE  STOCK  OPTION.  The Option is  designated an 'incentive\nstock  option' and is intended  to qualify as such under  Section  422(b) of the\nInternal  Revenue Code of 1986 (the  'Code').  If the shares of stock subject to\nthis Option are disposed of before the  expiration of two years from the Date of\nGrant and one year from the date of  exercise,  the Option will cease to qualify\nas an 'incentive  stock option' under Section 422(b) of the Code. In that event,\nunder current law, the Grantee will  recognize  ordinary  taxable  income on the\ndate of exercise in the amount of the difference between the market value of the\nstock on that date and the option price. If the Grantee meets the Section 422(b)\nholding period  requirements set forth above, under current law the Grantee will\nrecognize a capital  gain or loss upon  disposition  of the stock,  but will not\nrecognize taxable income on the date of exercise.\n\n         V.  TRANSFERABILITY.  The Option is not transferable  otherwise than by\nwill or  pursuant to the laws of descent and  distribution,  and is  exercisable\nduring the Grantee's lifetime only by the Grantee.\n\n         VI. BINDING  AGREEMENT.  This Stock Option  Agreement  shall be binding\nupon  and  shall  inure  to  the  benefit  of any  successor  or  assign  of the\nCorporation, and, to the extent herein provided, shall be binding upon and inure\nto the benefit of the Grantee's  beneficiary  or legal  representatives,  as the\ncase may be.\n\n         VII. ENTIRE AGREEMENT.  This Stock Option Agreement contains the entire\nagreement of the parties with respect to the Option  granted  hereby and may not\nbe changed  orally  but only by an  instrument  in  writing  signed by the party\nagainst whom enforcement of any change, modification or extension is sought.\n\n         If the foregoing is in accordance with your  understanding and approved\nby you,  please so confirm by signing and  returning the duplicate of this Stock\nOption Agreement enclosed for that purpose.\n\n                                                HEALTHSOUTH Corporation\n\n\n                                       By       \/s\/Richard M. Scrushy\n                                         -------------------------------------\n                                                   Richard M. Scrushy\n                                                  Chairman of the Board\n                                                and Chief Executive Officer\n\n         The  foregoing is in  accordance  with my  understanding  and is hereby\nconfirmed and agreed to as of the Date of Grant.\n\n\n\n                                         -------------------------------------\n                                                    _________________, Grantee\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9539,9544],"class_list":["post-40016","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-health__misc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40016","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40016"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40016"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40016"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40016"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}