EXHIBIT 99.4
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into, and are hereby made a
part of, that certain Stock Option Agreement dated ((2)) (the "Option
Agreement") by and between Microelectronic Packaging, Inc. (the "Corporation")
and ((1))
("Optionee") evidencing the non-statutory stock option granted on such date to
Optionee under the terms of the Corporation's 1993 Stock Option/Stock Issuance
Plan, and such provisions shall be effective immediately. Capitalized terms
used in this Addendum, to the extent not otherwise specifically defined herein,
shall have the meanings assigned to such terms in the Option Agreement.
SPECIAL TAX ELECTIONS
1. Stock Withholding. Optionee is hereby granted the election to have the
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Corporation withhold, at the time the option is exercised, a portion of the
purchased Option Shares with an aggregate Fair Market Value not to exceed one
hundred percent (100%) of the applicable Federal, state and local income and
employment tax withholding liability (the "Withholding Taxes") Optionee incurs
in connection with the option exercise.
Any such exercise of the election must be effected in accordance with
the following terms and conditions:
a. The election must be made on or before the date the liability for the
Withholding Taxes incurred in connection with the option exercise is
determined (the "Tax Determination Date").
b. The election shall be irrevocable.
c. The election shall be pre-approved by the Plan Administrator at the
time the option is granted.
d. The Option Shares withheld pursuant to the election shall be valued
at Fair Market Value on the Tax Determination Date in accordance with the
valuation procedures of Paragraph 9.c of the Option Agreement.
e. In no event may the number of shares requested to be withheld exceed
in Fair Market Value the dollar amount of the Withholding Taxes incurred by
Optionee in connection with the option exercise.
2. Stock Delivery. Optionee is hereby granted the election to deliver, at
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the time the option is exercised, one or more shares of the Corporation's Common
Stock previously acquired by Optionee (other than in connection with the
acquisition triggering the Withholding Taxes) with an aggregate Fair Market
Value not to exceed one hundred percent (100%) of the Withholding Taxes incurred
in connection with such option exercise.
Any such exercise of the election must be effected in accordance with the
following terms and conditions:
a. The election must be made on or before the Tax Determination Date for
the Withholding Taxes.
b. The election shall be irrevocable.
c. The election shall be pre-approved by the Plan Administrator at the
time the option is granted.
d. The shares of Common Stock delivered in satisfaction of the Withholding
Taxes shall be valued at Fair Market Value on the Tax Determination Date in
accordance with the valuation procedures of Paragraph 9.c of the Option
Agreement.
e. In no event may the number of delivered shares exceed in Fair Market
Value the dollar amount of the Withholding Taxes incurred by Optionee in
connection with the exercise of the option.
IN WITNESS WHEREOF, Microelectronic Packaging, Inc. has caused this
Addendum to be executed by its duly-authorized officer, and Optionee has
executed this Addendum, all as of the Effective Date specified below.
MICROELECTRONIC PACKAGING, INC.
By:
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Title:
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OPTIONEE
EFFECTIVE DATE: ((2))
2.
