NuCo2 Inc. Stock Option Grant Agreement with Richard D. Waters, Jr. (March 21, 2003)

 EXHIBIT 10.28 NUCO2 INC. March 21, 2003 TO: Richard D. Waters, Jr. 2800 S.E. Market Place Stuart, Florida 34997 We are pleased to inform you that on March 12, 2003, the Compensation and Stock Option Committee of the Board of Directors of NuCo2 Inc. (the "Company"), granted you an option (the "Option") to purchase 6,000 shares (the "Shares") of Common Stock, par value $.001 per share, of the Company, at a price of $4.85 per Share. The Option may be exercised prior to March 12, 2013 (on which date the Option will, to the extent not previously exercised, expire) as follows: (i) as to one-third the number of Shares on or after March 12, 2003, (ii) as to one-third the number of Shares on or after March 12, 2004, and (iii) as to the remaining one-third the number of Shares on or after March 12, 2005. Unless at the time of the exercise of the Option a registration statement under the Securities Act of 1933, as amended (the "Act"), is in effect as to such Shares, any Shares purchased by you upon the exercise of the Option shall be acquired for investment and not for sale or distribution, and if the Company so requests, upon any exercise of the Option, in whole or in part, you will execute and deliver to the Company a certificate to such effect. The Company shall not be obligated to issue any Shares pursuant to the Option if, in the opinion of counsel to the Company, the Shares to be so issued are required to be registered or otherwise qualified under the Act or under any other applicable statute, regulation or ordinance affecting the sale of securities, unless and until such Shares have been so registered or otherwise qualified. You understand and acknowledge that, under existing law, unless at the time of the exercise of the Option a registration statement under the Act is in effect as to such Shares (i) any Shares purchased by you upon exercise of the Option may be required to be held indefinitely unless such Shares are subsequently registered under the Act or an exemption from such registration is available; (ii) any sales of such Shares made in reliance upon Rule 144 promulgated under the Act may be made only in accordance with the terms and conditions of that Rule (which, under certain circumstances, restrict the number of shares which may be sold and the manner in which shares may be sold); (iii) in the case of securities to which Rule 144 is not applicable, compliance with Regulation A promulgated under the Act or some other disclosure exemption will be required; (iv) certificates for Shares to be issued to you hereunder shall bear a legend to the effect that the Shares have not been registered under the Act and that the Shares may not be sold, hypothecated or otherwise transferred in the absence of an effective registration statement under the Act relating thereto or an opinion of counsel satisfactory to the Company that such registration is not required; (v) the Company will place an appropriate "stop transfer" order with its transfer agent with respect to such Shares; and (vi) the Company has undertaken no obligation to register the Shares or to include the Shares in any registration statement which may be filed by it subsequent to the issuance of the Shares to you. In addition, you understand and acknowledge that the Company has no obligation to you to furnish information necessary to enable you to make sales under Rule 144.  The Option (or installment thereof) is to be exercised by delivering to the Company a written notice of exercise in the form attached hereto and Exhibit A, specifying the number of Shares to be purchased, together with payment of the purchase price of the Shares to be purchased. Would you kindly evidence your acceptance of the Option and your agreement to comply with the provisions hereof by executing this letter under the words "Agreed To and Accepted." Very truly yours, NuCo2 Inc. By: /s/ Michael E. DeDomenico ----------------------------- Michael E. DeDomenico Chairman and Chief Executive Officer AGREED TO AND ACCEPTED: /s/ Richard D. Waters, Jr. - -------------------------- Richard D. Waters, Jr.  Exhibit A --------- NuCo2 Inc. 2800 S.E. Market Place Stuart, Florida 34997 Ladies and Gentlemen: Notice is hereby given of my election to purchase ____ shares of Common Stock, $.001 par value (the "Shares"), of NuCo2 Inc., at a price of $_____ per Share, pursuant to the provisions of the stock option granted to me on March 12, 2003. Enclosed in payment for the shares is: my check in the amount of $___________. The following information is supplied for use in issuing and registering the Shares purchased hereby: Number of Certificates and Denominations _______________________ Name _______________________ Address _______________________ _______________________ Social Security Number _______________________ Dated: ________________,________ Very truly yours, ------------------------ Richard D. Waters, Jr.