Exhibit 10.1
U.S. PHYSICAL THERAPY, INC. 2003 STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered as of ______________ between U.S.
Physical Therapy, Inc., a Nevada corporation (the "Corporation"), and
______________ (the "Participant") in connection with the grant of a
Non-Qualified Option (hereinafter defined), which occurred on _________________
under the U.S. Physical Therapy, Inc. 2003 Stock Incentive Plan (the "Plan").
W I T N E S S E T H:
WHEREAS, the Participant is an Employee, Consultant or Non-Employee
Director of the Corporation or any Parent or Subsidiary and the Corporation has
determined that it is desirable and in the best interest of the Corporation to
grant the Participant a Non-Qualified Option to purchase shares of stock of the
Corporation in order to provide Participant with added incentive to advance the
interests of the Corporation, all according to the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of these premises, the parties agree that
the following shall constitute the Agreement between the Corporation and the
Participant:
1. Capitalized terms not defined herein shall have the meanings ascribed
thereto in the Plan.
2. Grant of Non-Qualified Option. Subject to the terms and conditions set
forth herein, the Corporation grants the Participant a Non-Qualified Option to
purchase from the Corporation during the period beginning on the grant date and
ending ten years from the date of grant ______ shares of Stock at a price of
_______ per share, subject to adjustment or termination as provided in Article
II of the Plan. This Option is not intended to qualify as an "incentive stock
option" within the meaning of section 422 of the Internal Revenue Code of 1986,
as amended, and shall be so construed. This option is exercisable one-fifth on
___________ and each year thereafter until ______________.
3. Notice of Exercise. This Option may be exercised in whole or in part,
from time to time, in accordance with Paragraph 2, by written notice to the
Corporation at the address provided in Paragraph 8, which notice shall:
(a) specify the number of shares of Stock to be purchased and the
exercise price to be paid therefore;
(b) if the person exercising this Option is not the Participant,
contain or be accompanied by evidence satisfactory to the Committee of such
person's right to exercise this Option; and
(c) be accompanied by payment in full of the purchase price in a form
acceptable under the terms of the Plan.
4. No Effect on Capital Structure. This Option shall not affect the right
of the Corporation or any Affiliate thereof to reclassify, recapitalize or
otherwise change its capital or debt structure or to merge, consolidate, convey
any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize.
5. Committee Authority. Any question concerning the interpretation of this
Agreement, any adjustments required to be made under Article II of the Plan, and
any controversy which may arise under this Agreement shall be determined by the
Committee in its sole discretion.
6. Tax Withholding. The parties recognize that the Corporation or an
Affiliate may be obligated to withhold federal, state and local income taxes and
Social Security taxes to the extent that the Participant realizes ordinary
income in connection with the exercise of the Option. The Participant agrees
that the Corporation or Affiliate may withhold amounts needed to cover such
taxes from payments otherwise due and owing to the Participant, and also agrees
that upon demand the Participant will promptly pay to the Corporation or
Affiliate having such obligation any additional amounts as may be necessary to
satisfy such withholding tax obligation.
7. Plan Controls. The terms of this Agreement are governed by the terms of
the Plan, which is made a part hereof as if fully set forth herein, and in the
case of any inconsistency between the terms of this Agreement and the terms of
the Plan, the terms of the Plan shall control.
8. Notice. Whenever any notice is required or permitted hereunder, such
notice must be in writing and personally delivered or sent by mail, courier or
facsimile machine. Any notice required or permitted to be delivered hereunder
shall be deemed to be delivered on the date which it is personally delivered,
or, whether actually received or not, on the third business day after it is
deposited in the United States mail, certified or registered, postage prepaid,
addressed to the person who is to receive it at the address which such person
has theretofore specified by written notice delivered in accordance herewith.
The Corporation or Participant may change, at any time and from time to time, by
written notice to the other, the address previously specified for receiving
notices. Until changed in accordance herewith, the Corporation and the
Participant specify their respective addresses as set forth below:
Corporation: U.S. Physical Therapy, Inc. Att'n: Corporate Secretary
1300 West Sam Houston Parkway South, Suite 300
Houston, Texas 77042
Participant:
9. Governing Law. Except as is otherwise provided in Section 12.3 of the
Plan, where applicable the provisions of this Agreement shall be governed by the
contract law of the State of Nevada.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed and the Participant has hereunto set his hand on the day and year first
above written.
U.S. PHYSICAL THERAPY, INC.
By:
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Name:
Title:
PARTICIPANT
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Name: