NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE ZOLL MEDICAL CORPORATION
AMENDED AND RESTATED
2001 STOCK INCENTIVE PLAN
Name of Optionee:
No. of Option Shares:
Option Exercise Price per Share: $
Pursuant to the ZOLL Medical Corporation Amended and Restated 2001 Stock Incentive Plan as amended through the
date hereof (the “Plan”), ZOLL Medical Corporation (the “Company”) hereby grants to the Optionee named above an option
(the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of
Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share
specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an
“incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
1. Exercisability Schedule . No portion of this Stock Option may be exercised until such portion shall have become
exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to
accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of
Option Shares on the dates indicated:
[Insert Vesting provision]
Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on
the Expiration Date, subject to the provisions hereof and of the Plan.
2. Manner of Exercise .
(a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the
Expiration Date of this Stock Option, the Optionee may giv