APACHE MEDICAL SYSTEMS, INC.
INCENTIVE STOCK OPTION AGREEMENT
This Incentive Stock Option Agreement (this "Agreement"), dated as of April 17, 1998 (the "Grant Date"), is by
and between APACHE Medical Systems, Inc., a Delaware corporation (the "Corporation"), and Peter Gladkin
(the "Optionee"), a consultant to the Corporation.
1. Grant of Option. Subject to the provisions of the APACHE Medical Systems, Inc. Employee Stock Option
Plan (the "Plan") and this Agreement, the Corporation hereby grants to the Optionee the right and option (the
"Option") to purchase from the Corporation an aggregate of 500,000 shares of the Corporation's common stock,
par value $0.01 per share (the "Shares"), at an exercise price of $2.506 per Share, provided that on or before
July 1, 1998 the Optionee executes a written agreement to serve as President and Chief Executive Officer of the
2. Vesting and Expiration. The option rights of the Optionee will be exercisable until July 1, 2008, provided that
they have vested and, except as otherwise expressly provided in this Agreement, the Optionee is employed by or
is a consultant to the Corporation. The Option shall vest as provided on Exhibit A hereto.
3. Exercise Following Termination of Employment. If the Optionee ceases to be a consultant to or an employee
of the Corporation, the outstanding portion of the Option shall be exercisable only in accordance with the
(a) If the Optionee's consultancy or employment with the Corporation is terminated for "cause" (as defined
below), the outstanding portion of the Option, whether or not vested, shall terminate at the time notice of
termination is effective. As used herein, "cause" means the Optionee's (i) commission of an action against or in
derogation of the interests of the Corporation which constitutes an act of fraud, dishonesty or moral turpitude or
which, if proven in a court of law, would constitute a violation of a criminal code or similar law; (ii) material