No Guarantee of Continued Employment or Future Grants. Optionee acknowledges and agrees that the vesting of shares pursuant to the vesting schedule hereof is earned only by continuing as an employee at the will of the company (not through the act of being hired, being granted this option or acquiring shares hereunder). Optionee further acknowledges and agrees that this agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as an employee for the vesting period, for any period, or at all, and shall not interfere in any way with optionee's right or the company's right to terminate optionee's relationship as an employee at any time, with or without cause. The Optionee acknowledges that the Option is not granted by the Company as a matter of right, but is granted (and the amount of the award is granted) at the sole discretion of the Committee and is not part of his or her contractual compensation and does not create an enforceable right to further options in future years or in similar amounts. This discretion of the Committee relates to the award of Options and the amount of the award. The Optionee waives any and all acquired rights claims in connection with past or future employment. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE MODEM MEDIA, INC. ______________________________________ ____________________________________ Signature By ______________________________________ ____________________________________ Print Name Title ______________________________________ Residence Address ------------------------------ ------------------------------ Residence Address Please sign this grant agreement and return it to MMPT's Norwalk Human Resources Department. Be sure to make a copy of this agreement for your records.
