EXHIBIT 4.3
ARMOR HOLDINGS, INC.
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement"), as amended, made as
of this 19th day of January, 1996, by and between Armor Holdings, Inc., a
Delaware corporation, having its principal office at 00000 Xxxxxxxxxxxxx
Xxxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 (the "Company"), and Xxxxxxxx X. Xxxxxxx,
an individual residing at _____________________________ (the "Employee").
WHEREAS, the Company has heretofore authorized the grant of
stock options for the benefit of certain of its key employees and consultants
and key employees (the "Executive Stock Option Plan"); and
WHEREAS, the Employee is a valued and trusted employee of the
Company and/or one of its subsidiaries and the Company believes it to be in the
best interests of the Company to secure the future services of the Employee by
providing the Employee with an inducement to remain an employee and/or
consultant of the Company and/or one of its subsidiaries through the grant of
an option to acquire an ownership interest in the Company.
NOW, THEREFORE, the parties agree as follows:
1. OPTION GRANT. Subject to the provisions hereinafter set forth, the Company
hereby grants to the Employee, as of January 19, 1996 (the "Grant Date"), the
right, privilege and option (the "Option") to purchase all or any part of an
aggregate of Fifty Thousand (50,000 ) shares (the "Shares") of common stock of
the Company, par value $.01 per share (the "Common Stock"), such number being
subject to adjustment as provided in paragraph (b) below and in Section 7,
hereof.
(b) The number of options granted to Employee is subject to
reduction to equal the number of shares of Common Stock that are sold by
Employee during the six month period immediately following the closing date of
the acquisition by Kanders Florida Holdings, Inc. of the Company's capital
stock owned by Spring Industries, Inc. and Hexcel Corporation, which occurred
on January 18, 1996 as set forth and described in a Letter Agreement (the
"Letter Agreement") between the Employee and Kanders Florida Holdings, Inc.
2. EXERCISE PRICE. Subject to adjustment as hereinafter provided in Section 7,
the purchase price per Share of Common Stock as to which this Option is
exercised (the "Exercise Price") shall be One Dollar ($1.00), the fair market
value of such Shares on the Grant Date.
3. EXERCISE OF OPTION. (a) The term of the Option shall be for a period of
three (3) years from the Grant Date and shall expire without further action
being taken at 5:00 p.m., January 19, 1999, subject to earlier termination as
provided in Section 6 hereof (the "Stated Term"). The Option may be exercised
at any time, or from time to time, during the Stated Term as to any part or all
of the Shares covered by the Option, pursuant to the vesting schedule contained
in Section 4 hereof;
provided, however, that the Option may not be exercised as to less than one
hundred (100) shares.
(b) The Option shall be exercised by giving written notice
substantially similar to that attached to this Agreement as Exhibit A (the
"Exercise Notice"), duly executed by the Employee, of the exercise thereof to
the Corporate Secretary of the Company at the principal business office of the
Company, specifying the number of Shares to be purchased and specifying a
business day not more than fifteen (15) days from the date such notice is given
for the payment of the Exercise Price against delivery of the Shares being
purchased.
(c) In the event that the Option is exercised by any person
or persons other than the Employee, the Exercise Notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise the
Option, which proof shall be satisfactory to counsel to the Company.
(d) Subject to the terms of this Agreement, the Company shall
cause certificates for the Shares so purchased to be delivered to the Employee
at the principal business office of the Company, against payment of the full
Exercise Price for such Shares, on the date specified in the Exercise Notice.
Payment of the full Exercise Price for each Share of Common Stock to which the
Option is being exercised shall be in either: (i) lawful money of the United
States; (ii) certified or bank check; (iii) postal or express money order
payable in United States dollars to the order of the Company; or (iv) by
delivering to the Company shares of Common Stock of the Company (in proper form
for transfer and accompanied by all requisite stock transfer tax stamps or cash
in lieu thereof) owned by the Employee, free and clear of all liens and
encumbrances, having a fair market value equal to the Exercise Price applicable
to that portion of the Option being exercised by the delivery of such shares.
The fair market value of the shares of Common Stock so delivered shall be
determined as of the date immediately preceding the date on which the Option is
exercised, or as may be required in order to comply with or to conform to the
requirements of any applicable laws or regulations.
(e) The Company may offer to buy out the Option granted
herein based on such terms and conditions as the Company shall establish and
communicate to the Employee at the time that such offer is made.
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4. VESTING SCHEDULE.
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The Shares into which this Option is exercisable shall
vest immediately.
5. NO ASSIGNMENT.
(a) The Option herein granted may not be assigned,
transferred, pledged or hypothecated in any way, shall not be subject to
execution, attachment or similar process and shall not be transferable or
assignable by operation of law, except that the Option shall be assignable or
transferable under and pursuant to the last will and testament of the Employee
or the applicable laws of descent and distribution. The Option may be exercised
during the lifetime of the Employee only by him.
(b) Notwithstanding the foregoing, any portion of the Option
which are non-incentive stock options may be transferred to members of the
Employee's immediate family, to trusts solely for the benefit of such immediate
family members and to partnerships in which such family members and/or trusts
are the only partners. For this purpose, immediate family means the Employee's
spouse, parents, children, stepchildren, grandchildren and legal dependents.
Any transfer of options made under this provision will not be effective until
notice of such transfer is delivered to Company.
6. TERMINATION OF EMPLOYMENT. Upon termination of the employment of the
Employee with the Company and all subsidiary and parent corporations of the
Company, the Option granted herein, unless otherwise specified by the Board of
Directors or the Option Committee, shall, to the extent not exercised,
terminate and become null and void, provided that:
(a) If the employment of the Employee shall terminate by
reason of the Employee's retirement from employment with the Company (at such
age or upon such conditions as shall be specified by the Board of Directors of
the Company from time to time) then the Employee may, but only within one (1)
year of the date of such cessation of employment, exercise the Option herein
granted to the extent that he shall be entitled to exercise it at the date of
such cessation of
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employment.
(b) If the employment of the Employee shall terminate by
reason of the Employee's dismissal by the Company other than "for cause" (as
defined in Section 6(f) hereof) other than by reason of death or disability,
then the Employee may, but only within three (3) months of the date of such
cessation of employment, exercise the Option herein granted to the extent that
he shall be entitled to exercise it at the date of such cessation of
employment.
(c) If the Employee shall be discharged "for cause" (as
defined in Section 6(f) hereof) or resign from his employment with the Company,
then the Option herein granted shall terminate on the date of such discharge or
resignation and he shall forthwith forfeit any and all rights which may have
accrued prior thereto. Any determination by or on behalf of the Company that
the Employee was discharged "for cause" (as defined in Section 6(f) hereof) or
resigned shall be final and absolute and shall not be subject to any question
by the Company or the Employee.
(d) If the Employee shall die while in the employ of the
Company or during either the one (1) year or three (3) month period specified
in Sections 6(a) or (b) hereof, whichever is applicable, and at a time when the
Employee was entitled to exercise the Option, the legal representative of the
Employee, or such person who acquired such Option by bequest or inheritance or
by reason of the death of the Employee, may, not later than one (1) year from
the date of death, but in no event later than the expiration of the Stated Term
of the Option exercise such Option to the extent that the Employee was entitled
to exercise the Option at the date of his death.
(e) In the event that the Employee becomes "disabled" (as
defined in Section 22(e)(3) of the Code) while in the employ of the Company,
the Employee may, but only within one (1) year next succeeding the date of the
commencement of such disability, exercise his Option to the extent he is then
entitled to exercise it, but in no event after the expiration of the Stated
Term. The Employee shall not be considered to be disabled unless he furnishes
proof of the existence thereof in such form and manner and at such times as the
Option Committee or the Board of Directors may require. The determination of
the Option Committee or the Board of Directors as to whether the Employee is
disabled shall be final and absolute and shall not be questioned by the
Employee or any representative of the Employee.
(f) For the purposes of this Agreement, the term "for cause"
shall mean (i) with respect to an employee who is party to a written agreement
with, or, alternatively, participates in a compensation or benefit plan of the
Company or a subsidiary corporation or parent corporation of the Company, which
agreement or plan contains a definition of "for cause" or "cause" (or words of
like import) for the purposes of termination of employment thereunder by the
Company or such subsidiary corporation or parent corporation of the Company,
"for cause" or "cause" as defined in the most recent of such agreements or
plans, or (ii) in all other cases, as determined by the Board of Directors or
the Option Committee, as the case may be, in its sole discretion, (a) the
willful commission by the Employee of a criminal or other act that causes or
probably will cause substantial economic damage to the Company or a subsidiary
corporation or parent corporation of the Company
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or substantial injury to the business reputation of the Company or a subsidiary
corporation or parent corporation of the Company;
(b) the commission by the Employee of an act of fraud in the performance of
such Employee's duties on behalf of the Company or a subsidiary corporation or
parent corporation of the Company; or (c) the continuing willful failure of the
Employee to perform the duties of such Employee to the Company or a subsidiary
corporation or parent corporation of the Company (other than such failure
resulting from the Employee's incapacity due to physical or mental illness)
after written notice thereof (specifying the particulars thereof in reasonable
detail) and a reasonable opportunity to be heard and cure such failure are
given to the Employee by the Board of Directors. For purposes of this
Agreement, no act, or failure to act, on the Employee's part shall be
considered "willful" unless done or omitted to be done by the Employee not in
good faith and without reasonable belief that the Employee's action or omission
was in the best interest of the Company or a subsidiary corporation or parent
corporation of the Company.
(g) For the purposes of this Agreement, an employment
relationship shall be deemed to exist between an individual and a corporation
if, at the time of the determination, the individual was an "employee" of such
corporation for purposes of Section 422(a) of the Internal Revenue Code of
1986, as amended (the "Code"). If an individual is on military, sick leave or
other bona fide leave of absence, such individual shall be considered an
"employee" for purposes of the exercise of the Option and shall be entitled to
exercise such Option during such leave if the period of such leave does not
exceed ninety (90) days, or, if longer, so long as the individual's right to
reemployment with the corporation granting the option (or a related
corporation) is guaranteed either by statute or by contract. If the period of
leave exceeds ninety (90) days, the employment relationship shall be deemed to
have terminated on the ninety-first (91st) day of such leave, unless the
individual's right to reemployment is guaranteed by statute or contract.
(h) A termination of employment shall not be deemed to occur
by reason of (i) the transfer of the Employee from employment by the Company to
employment by a subsidiary corporation or a parent corporation of the Company,
or (ii) the transfer of the Employee from employment by a subsidiary
corporation or a parent corporation of the Company to employment by the Company
or by another subsidiary corporation or parent corporation of the Company.
(i) In the event of the complete liquidation or dissolution
of a subsidiary corporation, or in the event that such corporation ceases to be
a subsidiary corporation, any unexercised Options granted to the Employee by
the Company will be deemed cancelled unless such person is employed by the
Company or by any parent corporation or another subsidiary corporation after
the occurrence of such event. In the event an Option is to be cancelled
pursuant to the provisions of the previous sentence, notice of such
cancellation will be given to the Employee holding unexercised Options and such
holder will have the right to exercise such Options in full during the thirty
(30) day period following notice of such cancellation.
7. ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS. (a) If all or
any portion of the Option shall be exercised subsequent to any stock dividend,
stock split, split-up, split-off, spin-off, recapitalization, merger,
consolidation, combination or exchange of shares, separation,
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reorganization or liquidation occurring after the date hereof, as a result of
which shares of any class shall be issued in respect of outstanding shares or
shares of Common Stock shall be changed into the same or a different number of
shares of the same or another class or classes, the number and class of Shares
which the person or persons so exercising the Option granted hereby shall
receive, may be correspondingly adjusted by the Board of Directors or the
Option Committee in such manner that it, in its sole discretion, deems
appropriate; provided, however, that no fractional share will be issued upon
any such exercise, and the aggregate price paid shall be appropriately reduced
on account of any fractional share not issued. No adjustment shall be made in
the minimum number of shares which may be purchased at any one time.
(b) In the event of a "change in control" of the Company, all
Options then outstanding shall immediately become exercisable. For purposes of
this Agreement, a "change in control" of the Company occurs if: (a) any
"Person" (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing fifty percent (50%) or
more of the combined voting power of the Company's then-outstanding securities;
or (b) at any time a majority of the members of the Board of Directors have
been elected or designated by any Person (including, without limitation, any
Persons or entities affiliated with such Person); or (c) the Board of Directors
shall approve a sale of all or substantially all of the assets of the Company.
The Option Committee or the Board of Directors, in its
discretion, may determine that upon the occurrence of a transaction described
in the preceding paragraph, each Option outstanding hereunder shall terminate
within a specified number of days after notice to the holder, and such holder
shall receive, with respect to each share subject to such Option, cash in an
amount equal to the excess of the fair market value of such shares immediately
prior to the occurrence of such transaction over the exercise price per share
of such Option. The provisions contained in the preceding sentence shall be
inapplicable to an Option granted within six (6) months before the occurrence
of a transaction described above if the holder of such Option is subject to the
reporting requirements of Section 16(a) of the Exchange Act.
8. CONDITIONS TO THE GRANT OF THE OPTION.
As a condition to the granting of the Option, the Employee
hereby agrees:
(a) to comply with the reporting requirements of
Section 16(a) of the Exchange Act;
(b) to hold the shares acquired upon exercise of the Option
for six (6) months following the exercise of the Option in compliance with
Section 16 of the Exchange Act, and to otherwise comply with all other
applicable securities laws; and
9. COVENANTS OF THE EMPLOYEE.
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The Employee agrees (and for any proper successor hereby
agrees), as a condition upon exercise of any Option granted hereunder:
(a) To execute and deliver to the Company stock powers with
respect to Shares underlying the Option and required to be held by a custodian;
(b) To execute and deliver a certificate, in form
satisfactory to the Option Committee, certifying that the Shares being acquired
upon exercise of the Option are for such person's own account for investment
only and not with any view to or present intention to resell or distribute the
same. The Employee hereby agrees that the Company shall have no obligation to
deliver the Shares issuable upon exercise of the Option unless and until such
certificate shall be executed and delivered to the Company by the Employee or
any successor.
(c) To execute and deliver a certificate, in form
satisfactory to the Option Committee, certifying that any subsequent resale or
distribution of the Shares by the Employee shall be made only pursuant to
either (i) a Registration Statement on an appropriate form under the Securities
Act of 1933, as amended (the "Securities Act"), which Registration Statement
has become effective and is current with regard to the Shares being sold, or
(ii) a specific exemption from the registration requirements of the Securities
Act, but in claiming such exemption the Employee shall, prior to any offer of
sale or sale of such Shares, obtain a prior favorable written opinion of
counsel, in form and substance satisfactory to counsel for the Company, as to
the application of such exemption thereto. The foregoing restriction contained
in this subparagraph (c) shall not apply to (i) issuances by the Company so
long as the Shares being issued are registered under the Securities Act and a
prospectus in respect thereof is current, or (ii) re- offerings of Shares by
affiliates of the Company (as defined in Rule 405 or any successor rule or
regulation promulgated under the Securities Act) if the Shares being re-offered
are registered under the Securities Act and a prospectus in respect thereof is
current.
(d) That certificates evidencing Shares purchased upon
exercise of the Option shall bear a legend, in form satisfactory to counsel for
the Company, manifesting the investment intent and resale restrictions of the
Employee described in this Section 9.
(e) That upon exercise of the Option granted hereby, or upon
sale of the Shares purchased upon exercise of the Option, as the case may be,
the Company shall have the right to require the Employee to remit to the
Company, or in lieu thereof, the Company may deduct, an amount of shares or
cash sufficient to satisfy federal, state or local withholding tax
requirements, if any, prior to the delivery of any certificate for such Shares
or thereafter, as appropriate.
10. OBLIGATIONS OF THE COMPANY.
(a) Upon the exercise of this Option in whole or in part,
the Company shall cause the purchased Shares to be issued only when it shall
have received the full purchase price therefor.
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(b) The Company shall cause certificates for the Shares as to
which the Option shall have been exercised to be registered in the name of the
person or persons exercising the Option, which certificates shall be delivered
by the Company to the Employee only against payment of the full Exercise Price
for the portion of the Option exercised.
(c) In the event that the Employee shall exercise this Option
with respect to less than all of the Shares of Common Stock that may be
purchased under the terms hereof, the Company shall issue to the Employee a new
Option, duly executed by the Company and the Employee, in form and substance
identical to this Option, for the balance of Shares of Common Stock then
issuable pursuant to the terms of this Option.
(d) Notwithstanding anything to the contrary contained
herein, neither the Company nor its transfer agent shall be required to issue
any fraction of a Share of Common Stock in connection with the exercise of this
Option, and the Company shall, upon exercise of this Option in whole or in
part, issue the largest number of whole Shares of Common Stock to which this
Option is entitled upon such full or partial exercise and shall return to the
Employee the amount of the Exercise Price paid by the Employee in respect of
any fractional Share.
(e) The Company may endorse such legend or legends upon the
certificates for Shares issued to the Employee pursuant to this Agreement and
may issue such "stop transfer" instructions to its transfer agent in respect of
such Shares as, in its discretion, it determines to be necessary or appropriate
to: (i) prevent a violation of, or to perfect an exemption from, the
registration requirements of the Securities Act; (ii) implement the provisions
of this Agreement and any agreement between the Company and the Employee or
grantee with respect to such Shares; or (iii) permit the Company to determine
the occurrence of a disqualifying disposition, as described in Section 421(b)
of the Code, of Shares transferred upon exercise of an incentive stock option
granted pursuant to this Agreement and under this Agreement
(f) The Company shall pay all issue or transfer taxes with
respect to the issuance or transfer of Shares, as well as all fees and expenses
necessarily incurred by the Company in connection with such issuance or
transfer, except fees and expenses which may be necessitated by the filing or
amending of a Registration Statement under the Securities Act, which fees and
expenses shall be borne by the Employee, unless such Registration Statement
under the Securities Act has been filed by the Company for its own corporate
purposes (and the Company so states) in which event the Employee shall bear
only such fees and expenses as are attributable solely to the inclusion of the
Shares he or she receives in the Registration Statement.
(g) All Shares issued following exercise of the Option and
the payment of the Exercise Price therefor shall be fully paid and
non-assessable to the extent permitted by law.
11. NO GUARANTEE OF CONTINUED EMPLOYMENT. The granting of the Option to
the Employee shall not in any way be deemed to confer upon him any right to
continuation of employment by the Company, or any subsidiary of the Company,
nor shall it in any way interfere or affect the right of
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the Company or any subsidiary of the Company who shall be the employer of
Employee, to terminate Employee's employment hereunder.
12. MISCELLANEOUS.
(a) The Employee, as holder of the Option, shall not have any
of the rights of a stockholder with respect to the Shares covered by the
Option, except to the extent that any such Shares shall be actually delivered
to him upon the due exercise of the Option.
(b) If the Employee loses this Agreement representing the
Option granted hereunder, or if this Agreement is stolen or destroyed, the
Company shall, subject to such reasonable terms as to indemnity as the Option
Committee, in its sole discretion shall require, enter into a new option
agreement pursuant to which the Company shall issue a new Option of like
denomination and tenor as, and in substitution for, the Option so lost, stolen
or destroyed, and in the event this Agreement representing the Option shall be
mutilated, the Company shall, upon the surrender hereof, enter into a new
option agreement pursuant to which the Company shall issue a new Option of like
denomination and tenor as, and in substitution for, the Option so mutilated.
(c) As used herein, the terms "subsidiary" or "subsidiaries"
shall mean any present or future corporation which would be a "subsidiary
corporation" of the Company, as that term is defined in Section 424(f) of the
Code.
(d) This Agreement constitutes the entire agreement between
the parties, and contains the sole and entire Option grant. It may not be
terminated, superseded or changed, except by a writing duly executed by the
Company. No provision may be waived except in a writing signed by the party to
be bound.
(e) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, applicable to contracts
executed and to be fully performed therein.
(f) This Agreement shall be binding upon the Company and
shall inure to the benefit of the Employee, and their respective successors and
permitted assigns.
(g) This Agreement cannot be amended, supplemented or
changed, and no provision hereof can be waived, except by a written instrument
making specific reference to this Agreement and signed by the party against
whom enforcement of any such amendment, supplement, modification or waiver is
sought. A waiver of any right derived hereunder by the Employee shall not be
deemed a waiver of any other right derived hereunder.
(h) If any provision of this Agreement is held to be void or
unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall nevertheless be binding upon the parties with the same
force and effect as though the void or unenforceable part had been severed and
deleted.
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(i) This Agreement may be executed in any number of
counterparts, but all counterparts will together constitute but one agreement.
IN WITNESS WHEREOF, the parties hereto have each executed and
delivered this Agreement as of the day and year first above written.
ARMOR HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President and Secretary
EMPLOYEE
/s/ Xxxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxxx X.. Xxxxxxx
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EXHIBIT A
SUBSCRIPTION FORM
-----------------
(To be executed by the Employee to exercise the Option in whole or in part)
TO: ARMOR HOLDINGS, INC.
The undersigned, whose Social Security or Tax Identification
Number is , hereby irrevocably elects the right of purchase
represented by the within Option for,
and to purchase thereunder, shares of Common Stock provided for therein and
tenders payment herewith to the order of Armor Holdings, Inc. in the amount of
$ . The undersigned requests that certificates for such shares of Common Stock
be issued in the name of the undersigned Employee as follows:
Name:
Address:
Address:
and, if said number of shares of Common Stock shall not be all the shares of
the Common Stock purchasable thereunder, then a new Option for the balance of
the remaining shares of Common Stock purchasable under the within Option be
registered in the name of, and delivered to, the undersigned at the address
stated below.
Address:
Dated:
Employee: Signature Guaranteed:
By:__________________________________________
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ARMOR HOLDINGS, INC.
--------------------
AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT
AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT (the "Amendment No.
1"), made as of this 8th day of November, 1996, by and between Armor Holdings,
Inc., a Delaware corporation, having its principal office at 00000
Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 (the "Company"), and
Xxxxxxxx X. Xxxxxxx, (the "Employee").
WHEREAS, the Company has previously authorized the grant of
options to purchase 50,000 shares of Common Stock pursuant to the Stock Option
Agreement, dated as of January 19, 1996, between the Company and Xxxxxxxx X..
Xxxxxxx. (the "Stock Option Agreement"); and
WHEREAS, the Option grant was reduced pursuant to the terms
of the Letter Agreement and the Stock Option Agreement to 24,000 shares, being
the number of shares of Common Stock sold by Employee on November 8, 1996.
NOW, THEREFORE, the parties agree as follows:
1. Section 1(b) of the Stock Option Agreement is hereby
amended by deleting such section 1(b) in its entirety and inserting the
following in lieu thereof:
"(b) Notwithstanding anything to the contrary contained in
the Stock Option Agreement, the number of options granted to Employee is hereby
reduced to Twenty Four Thousand (24,000), which is equal to that number of
shares of Common Stock sold by Employee as set forth and described in the
Letter Agreement."
2. Section 4 of the Stock Option Agreement is hereby
amended by deleting such section 4 in its entirety and inserting the following
in lieu thereof:
"The Shares into which this Option is exercisable shall
vest immediately.
3. Capitalized terms used but not defined in this Amendment
No. 1 shall have their respective meetings ascribed thereto in the Stock Option
Agreement.
4. Except as expressly amended by this Amendment No. 1, the
Stock Option Agreement shall remain in full force and efect as the same was in
effect immediately prior to the effectiveness of this Amendment No. 1.
5. This Amendment No. 1 shall be governed and construed with
and on the same basis as the Stock Option Agreement, as set forth therein.
6. This Agreement may be executed in any number of
counterparts, but all counterparts will together constitute but one agreement.
IN WITNESS WHEREOF, the parties hereto have each executed and
delivered this Agreement as of the day and year first above written.
ARMOR HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President and Secretary
EMPLOYEE
/s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
