CAREVIEW COMMUNICATIONS, INC. (OTCMKTS:CRVW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01	Financial Statements and Exhibits

Item 5.02Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Adoption of the 2016 Stock Incentive Plan

On December 7, 2016, the Board of Directors (the Board) of
CareView Communications, Inc., a Nevada corporation (the Company)
approved the CareView Communications, Inc. 2016 Stock Incentive
Plan (the Plan). The Plan became effective December 7, 2016 and
will terminate on December 6, 2026 (unless terminated earlier as
described in the Plan). The Plan permits the granting of awards
in the form of nonqualified stock options, stock appreciation
rights, restricted stock awards, performance awards,
performance-based awards and any combination of the foregoing.

Subject to adjustments as provided in the Plan, a total of
20,000,000 shares of the Companys common stock, par value $0.001
per share (common stock), will be available for issuance under
the Plan.

Purpose

The purpose of the Plan is to enhance the incentive for
participants to contribute to our growth, thereby benefiting the
Company and our shareholders, and to align the economic interests
of the participants with those of our shareholders by providing
(i) key employees of the Company and its subsidiaries, (ii)
certain consultants and advisors who perform services for the
Company or its subsidiaries, and (iii) members of the Board, with
the opportunity to acquire shares of the common stock or receive
monetary payments based on the value of such shares.

Participation and Administration

The Plan shall be administered by the compensation committee of
the Company, and except as specifically reserved to the Board
under the terms of the Plan, the compensation committee shall
have full and final authority to operate, manage and administer
the Plan. Employees, officers, directors, consultants or advisors
are eligible for awards under the Plan.

Awards are subject to the terms, conditions, limitations,
restrictions, vesting and forfeiture provisions determined by our
compensation committee, in its sole discretion subject to certain
limitations provided in the Plan. Each award will be evidenced by
an award agreement, which will govern that awards terms and
conditions, which may include provisions for vesting, the effect
of termination of service on the award, and other restrictions or
contingencies and the requirement to enter into tax elections.

Stock Options and Stock Appreciation
Rights

Grant and Vesting. The compensation committee may, in
its discretion, determine the number of options and stock
appreciation rights (SARs) to be granted. Such options will be
nonqualified stock options. The compensation committee will
determine when the options and SARs will vest.

Option and SAR Exercise. The per share exercise price of
an option or SAR will be determined by the compensation
committee, but will not be less than the last reported sale price
on the national securities exchange or the NASDAQ National Market
on which it is traded on the relevant date or, if there were no
trades on that date, the latest preceding date upon which a sale
was reported. If the common stock is not principally traded on a
national securities exchange or the NASDAQ National Market, the
exercise price will not be less than the mean between the last
reported bid and asked prices of common stock on the relevant
date, as reported on NASDAQ or, if not so reported, as reported
by the National Daily Quotation Bureau, Inc. or as reported in a
customary financial reporting service, as applicable and as the
compensation committee determines. If the common stock is not
publicly traded or, if publicly traded, is not subject to
reported transactions or bid or asked quotations as set forth
above, the exercise price will not be less than the fair market
value as reasonably determined by the compensation committee.

Our compensation committee will determine the term during which
each option and SAR may be exercised, except that no option or
SAR may be exercisable more than ten years from the grant date.

Payment of the option exercise price may be made in cash or, in
the discretion of the compensation committee, in shares of our
common stock, or by a combination of these methods. The
compensation committee may also authorize the payment of the
exercise price in a broker-assisted cashless exercise subject to
such limitations as it may determine. The compensation committee
may also prescribe any other method of paying the exercise price
that it determines to be consistent with applicable law and the
purpose of the Plan, including, without limitation, in lieu of
the exercise of an option by delivery of shares of common stock,
providing the Company with a notarized statement attesting to the
number of shares owned for at least six months, where upon
verification by the Company, the Company would issue the number
of incremental shares to which the Participant is entitled upon
exercise of the option.

When a SAR is exercised, the Company will pay in cash, common
stock or a combination thereof, an amount equal to the excess of
(i) the fair market value, or other specified valuation, of a
specified number of shares of common stock on the date the right
is exercised, over (ii) the fair market value of such shares on
the date of grant, or other specified valuation (which shall be
no less than the fair market value on the date of grant). The
compensation committee will determine whether cash shall be paid
in lieu of fractional shares or whether such fractional shares or
any rights thereto shall be forfeited or otherwise eliminated.

A Form of Nonqualified Stock Option Agreement under which options
may be granted to the Plan has been filed as an exhibit to this
Form 8-K.

Restricted Stock Awards

Restricted stock awards consist of outstanding shares of our
common stock that is subject to transfer and/or forfeiture
restrictions for a period of time. The award agreement will
specify whether a participant will have all of the rights of any
other stockholder, including voting and dividend rights.

A restricted stock unit is an unfunded, unsecured contractual
right to receive shares of our common stock, cash or other
property at a future date, subject to such terms and conditions
as our compensation committee may determine.

Grant and Vesting. Subject to the provisions of the
Plan, our compensation committee will determine the terms and
conditions of each restricted stock award, including restrictions
on the sale or other disposition of such shares and the right of
the Company to reacquire such shares for no consideration upon
termination of a Participants employment within specified periods
or prior to becoming vested.

Performance Awards

Performance awards provide Participants with the right to receive
shares of our common stock or cash at the end of a specified
period. The compensation committee will determine the number,
amount and timing of each performance awards. The compensation
committee may condition the payment of performance awards upon
the attainment of specific performance goals or such other terms
and conditions as the compensation committee deems appropriate,
including forfeiture restrictions.

Performance-Based Awards

Certain restricted stock awards, nonqualified stock options, SARs
or performance awards granted under the Plan may be granted in a
manner such that they qualify for the performance based
compensation exemption under Section 162(m) of the Code
(performance-based awards). Performance-based awards entitle the
recipient to receive the stated consideration upon, and to the
extent of, satisfaction of pre-established performance criteria.

Grant and Vesting. Performance-based awards will vest
based on the achievement of pre-determined performance goals
established by the compensation committee in accordance with the
Plan. The compensation committee may determine the number and
type of performance-based awards to be granted to the recipient,
as well as the performance period and performance goals
applicable to the award. After establishment of a performance
goal, the compensation committee may not revise such performance
goal or increase the amount of the performance-based award that
will be paid or vested upon the attainment of such performance
goal.

Performance Goals. The compensation committee will
establish in writing objective performance-based goals applicable
to a given period.

Adjustments Upon Certain Events

In the event of a stock split, stock dividend, split-up,
split-off, spin-off, recapitalization, merger, consolidation,
reorganization, combination or exchange of shares, a sale by the
Company of all or part of its assets, or in the event of any
distribution to stockholders of other than a normal cash
dividend, or other extraordinary or unusual event, if the
compensation committee determines, in its discretion, that such
change equitably requires an adjustment in the terms of any
awards or the number of shares of common stock that are subject
to awards, such adjustment shall be made by the compensation
committee and will be final, conclusive and binding for all
purposes of the Plan.

In the event of a change in control of the Company, our
compensation committee may determine, in its sole discretion,
that all or a portion of each outstanding award is exercisable in
full upon the change in control or at such other date or dates
that the compensation committee may determine, and that any
forfeiture and vesting restrictions will lapse on such date or
dates. In its sole discretion, our compensation committee may
also determine that, upon the occurrence of a change in control,
each outstanding option and SAR will terminate within a specified
number of days, and each such Participant will receive, with
respect to each share of common stock subject to such option and
SAR, an amount equal to the excess of the fair market value of
such shares immediately prior to such change in control over the
exercise price per share of such option and SAR. Such payment may
be made in cash, in one or more kinds of property or a
combination thereof, as determined by the compensation committee
in its sole discretion

Transferability

Awards granted under the Plan are not transferable or assignable
other than by will or the laws of descent and distribution or to
a qualified domestic relations order. The compensation committee
may provide, in an Agreement for a Nonqualified Stock Option, for
its transferability as a gift to family members, one or more
trusts for the benefit of family members, or one or more
partnerships of which family members are the only partners,
according to such terms as the compensation committee may
determine, provided that the Participant receives no
consideration for the transfer and the transferred option shall
continue to be subject to the same terms and conditions as were
applicable to the option immediately before the transfer.

The foregoing description of the Plan is qualified in its
entirety by reference to the Plan, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

After approving the Plan, the Board awarded non-qualified stock
options for an aggregate of 4,754,969 shares with an exercise
price of $.10 per share. The Company’s President and Chief
Executive Officer, Steven G. Johnson, and Chief Operating
Officer, Sandra K. McRee, were each granted an option for
2,000,000 shares. Shares vest over a period of three years on the
anniversary date of the grant.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1	CareView Communications, Inc. 2016 Stock Incentive Plan
Exhibit 10.2	Form of Nonqualified Stock Option Agreement

About CAREVIEW COMMUNICATIONS, INC. (OTCMKTS:CRVW)

CareView Communications, Inc. is a developer of a suite of products and hardware to help connect patients, families and healthcare providers through a data and patient monitoring system (the CareView System). The Company’s CareView System runs on each hospital’s coaxial cable television network that provides television signals to patient room. Its CareView System suite of video monitoring, guest services and related applications connect patients, families and healthcare providers. The CareView System offers service packages, such as primary package, which includes NurseView, PhysicianView, Virtual Bed Rails, Virtual Chair Rails, Fall Management Program, Rounding and SecureView; additional Careview products, which include Sitter Management Program, BedView, Patient Education, FacilityView, Nurse Alerts and Reminders, Ulcer Management, CareView Connect, NICUVie and The CareView Broadcast System, and guest services package, which includes PatientView, NetView, MovieView and BabyView.

CAREVIEW COMMUNICATIONS, INC. (OTCMKTS:CRVW) Recent Trading Information

CAREVIEW COMMUNICATIONS, INC. (OTCMKTS:CRVW) closed its last trading session up +0.0025 at 0.0775 with 55,000 shares trading hands.