AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AMENDED
AND RESTATED
This
Employment Agreement (the “Employment Agreement” or “Agreement”), dated this
15th day of January 2007, is by and between Unicorp, Inc., a Nevada corporation,
Houston, Texas (the “Company”), and Xxxx X. Xxxxx (the “Executive”) an
individual.
WHEREAS,
the Executive is willing to enter into an agreement with the Company upon the
terms and conditions herein set forth.
NOW,
THEREFORE, in consideration of the premises and covenants herein contained,
the
parties hereto agree as follows:
1. Term
of Agreement; Termination of Prior Agreement.
Subject
to the terms and conditions hereof, the term of employment of the Executive
under this Employment Agreement shall be for the period commencing on January
15, 2007 (the “Commencement Date”) and terminating on December 31, 2007, unless
sooner terminated as provided in accordance with the provisions of Section
5
hereof. (Such term of this agreement is herein sometimes called the “Retained
Term”).
2. Employment.
As of
the Commencement Date, the Company hereby agrees to employ the Executive as
Executive Vice-President and Chief Financial Officer
(“CFO”)
of the Company with such duties as assigned from time to time by the
Company,
and the
Executive hereby accepts such employment and agrees to perform his duties and
responsibilities hereunder in accordance with the terms and conditions
hereinafter set forth.
3. Duties
and Responsibilities.
(a) Duties.
Executive shall perform such duties as are usually performed by a
CFO
with
such duties as assigned from time to time by the Company
of a
business similar in size and scope as the Company and such other reasonable
additional duties as may be prescribed from time-to-time by the Company’s board
of directors which are reasonable and consistent with the Company’s operations,
taking into account Executive’s expertise and job responsibilities. This
agreement shall survive any job title or responsibility change. All actions
of
Executive shall be subject and subordinate to the review and approval of the
board of directors. The board of directors shall be the final and exclusive
arbiter of all policy decisions relative to the Company’s business.
(b) Devotion
of Time.
During
the term of this agreement, Executive agrees to devote the necessary time to
the
business and affairs of the Company to the extent necessary to discharge the
responsibilities assigned to Executive and to use reasonable best efforts to
perform faithfully and efficiently such responsibilities. During the term of
this Agreement it shall not be a violation of this Agreement for Executive
to
manage personal investments or companies in which personal investments are
made.
4. Compensation
and Benefits During the Employment Term.
(a) Salary.
Executive
will be
compensated by the Company at a monthly base salary of $9,000.00, from which
shall be deducted income tax withholdings, social security, and other customary
Executive deductions in conformity with the Company’s payroll policy in
effect.
(b) Option.
The
Executive shall receive a non-qualified stock option to purchase 120,000 shares
of Company common stock at an exercise price of $0.36 per share, (attached
hereto as Attachment “A”), all of which shall be vested upon execution of this
Agreement. The option shall be evidenced by an option agreement, shall expire
in
five years, and shall be subject to the terms of the Company’s 2004 Stock Option
Plan and such option agreement.
1
(c) Other
Allowances. The
Executive shall be entitled to a $750 monthly car allowance.
5.
Termination
Status.
Subject
to the notice and other provisions of this Section 5, the Executive shall have
the right to terminate the agreement, at any time and for no stated reason.
The
Company may terminate this Agreement only upon the following
events:
(a)
Disability.
The
Company shall have the right to terminate the Employment Agreement in the event
the Executive suffers an injury, illness or incapacity for a period of more
than
six (6) months provided that during such six-month period the Company shall
have
given at least thirty (30) days written notice of termination.
(b)
Death.
This
Agreement shall terminate upon the death of Xxxx X. Xxxxx.
(c)
With
Cause.
The
Company may terminate this Employment Agreement at any time because of:
(i)
Executive’s material breach of any term of this Agreement, which is not cured
after twenty (20) days written notice from the board of directors,
or
(ii)
Conviction by the Executive of a felony or an act of fraud against the
Company.
If
the
Company terminates the Employment Agreement for any reason other than as set
forth in items 5(a), (b), or (c), then Executive is entitled to receive one
hundred eight thousand dollars ($108,000.00) payable in twelve (12) monthly
installments and expenses earned or accrued and not yet paid as of the final
effective termination date. In the event the Employment Agreement with the
Company is terminated pursuant to items 5(a), (b) or (c), the Executive shall
be
entitled to receive all compensation earned by the Executive up to the date
of
termination and all unreimbursed expenses of a prior period and not yet
paid.
6.
Revealing
of Trade Secrets, etc.
Executive acknowledges the interest of the Company in maintaining the
confidentiality of information related to its business and shall not at any
time
during the Employment Term or thereafter, directly or indirectly, reveal or
cause to be revealed to any person or entity the supplier lists, customer lists
or other confidential business information of the Company; provided, however,
that the parties acknowledge that it is not the intention of this paragraph
to
include within its subject matter (a) information not proprietary to the
Company, (b) information which is then in the public domain through no fault
of
Executive, or (c) information required to be disclosed by law.
7. Arbitration.
If a
dispute should arise regarding this Agreement, all claims, disputes,
controversies, differences or other matters in question arising out of this
relationship shall be settled finally, completely and conclusively by
arbitration of a single arbitrator, which is mutually agreed upon, in Houston,
Texas, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the "Rules"). Arbitration shall be initiated by written
demand. This Agreement to arbitrate shall be specifically enforceable only
in
the District Court of Xxxxxx County, Texas. A decision of the arbitrator shall
be final, conclusive and binding on the Company and the Executive, and judgment
may be entered in the District Court of Xxxxxx County, Texas, for enforcement
and other benefits. On appointment, the arbitrator shall then proceed to decide
the arbitration subjects in accordance with the Rules. Any arbitration held
in
accordance with this paragraph shall be private and confidential. The matters
submitted for arbitration, the hearings and proceedings and the arbitration
award shall be kept and maintained in strictest confidence by Executive and
the
Company and shall not be discussed, disclosed or communicated to any persons.
On
request of any party, the record of the proceeding shall be sealed and may
not
be disclosed except insofar, and only insofar, as may be necessary to enforce
the award of the arbitrator and any judgment enforcing an award. The prevailing
party shall be entitled to recover reasonable and necessary attorneys' fees
and
costs from the non-prevailing party.
2
8. Survival.
In the
event that this Agreement shall be terminated, then notwithstanding such
termination, the obligations of Executive pursuant to Section 6 of this
Agreement shall survive such termination.
9. Contents
of Agreement, Parties in Interest, Assignment, etc.
This
Agreement sets forth the entire understanding of the parties hereto with respect
to the subject matter hereof. All of the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
respective heirs, representatives, successors and assigns of the parties hereto,
except that the duties and responsibilities of Executive hereunder which are
of
a personal nature shall neither be assigned nor transferred in whole or in
part
by Executive. This Agreement shall not be amended except by a written instrument
duly executed by the parties.
10. Severability;
Construction.
If any
term or provision of this Agreement shall be held to be invalid or unenforceable
for any reason, such term or provision shall be ineffective to the extent of
such invalidity or unenforceability without invalidating the remaining terms
and
provisions hereof, and this Agreement shall be construed as if such invalid
or
unenforceable term or provision had not been contained herein. The parties
have
participated jointly in the negotiation and drafting of this Agreement. In
the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties and no
presumption or burden of proof shall arise favoring or disfavoring any party
by
virtue of the authorship of any of the provisions of this
Agreement.
3
11. Notices.
Any
notice, request, instruction or other document to be given hereunder by any
party to the other party shall be in writing and shall be deemed to have been
duly given when delivered personally; or five (5) days after dispatch by
registered or certified mail, postage prepaid, return receipt requested; or
one
(1) day after dispatch by overnight courier service; in each case, to the party
to whom the same is so given or made:
If
to the Company addressed to:
Unicorp,
Inc.
0000
Xxxxxxxxxx, Xxxxx 000
Xxxxxxx,
Xxxxx 00000
Attn:
Chief Executive Officer
If
to Executive addressed to:
Xxxx
X.
Xxxxx
00000
Xxxxx Xxxx
Xxxxxx,
Xxxxx 00000
or
to
such other address as the one party shall specify to the other party in
writing.
12. Counterparts
and Headings.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original and all which together shall constitute one and the same
instrument. All headings are inserted for convenience of reference only and
shall not affect the meaning or interpretation of this Agreement.
13. Governing
Law; Venue.
This
Agreement shall be construed and enforced in accordance with, the laws of the
State of Texas, without regard to the conflict of laws provisions thereof.
Venue
of any dispute concerning this Agreement shall be exclusively in Xxxxxx County,
Texas.
14. Waiver.
The
failure of either party to enforce any provision of this Agreement shall not
be
construed as a waiver or limitation of that party’s right to subsequently
enforce and compel strict compliance with every provision of this
Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
XXXX
X.
XXXXX UNICORP,
INC.
_/s/
Xxxx X. Chase__________________ _/s/
Xxxxx Casey________________________
Xxxxx
Xxxxx, Chief Executive Officer
4
ATTACHEMENT
“A”
UNICORP,
INC.
NON-QUALIFIED
STOCK OPTION AGREEMENT
THIS
AGREEMENT made effective as of January 15, 2007, between UNICORP, INC. a Nevada
corporation (the “Company”),
and
Xxxx X. Xxxxx (the “Option
Holder”)
relating to an option to purchase shares of the Company's common stock, par
value $.001 per share ("Common
Stock").
1. Grant
of Option.
Subject
to the terms and conditions of this Agreement and the Company's 2004 Stock
Option Plan (the "Plan"),
the
Company hereby grants to the Option Holder effective as of January 15, 2007,
the
"Grant
Date")
an
option (the “Option”)
to
purchase 120,000 shares of Common Stock. The Option shall be exercisable, in
whole or in part, during the Option Period (as hereinafter defined), vests
immediately and are exercisable at a price of $0.36 per share (the “Option
Price”).
This
Agreement and the purchase of the shares of Common Stock hereunder is not
intended and should not be interpreted to qualify as an Incentive Stock Option
as that term is used in Section 422 of the Internal Revenue Code of 1986, as
it
may be amended from time to time (the "Internal
Revenue Code").
2. Method
for Exercising the Option.
The
Option may be exercised in whole or in part only by delivery in person or
through certified or registered mail to the Company at its principal office
in
Houston, Texas (attention: Corporate Secretary) of written notice (attached
hereto as Exhibit A) specifying the Option that is being exercised and the
number of shares of Common Stock with respect to which the Option is being
exercised. The notice must be accompanied by payment of the total Option
Price.
The
total
Option Price for the Common Stock to be acquired pursuant to the Option shall
be
paid in full by any of the following methods or any combination of the following
methods:
| (a) |
In
cash or by certified or cashier's check payable to the order of Unicorp,
Inc.;
|
(b)
The
delivery to the Company of certificates representing the number of shares of
Common Stock then owned by the Option Holder, the Designated Value (defined
below) of which equals the Option Price of the Common Stock purchased pursuant
to the Option, properly endorsed for transfer to the Company; provided however,
that no Option may be exercised by delivery to the Company of certificates
representing Common Stock, unless such Common Stock has been held by the Option
Holder for more than six months. (For purposes of this Agreement, the Designated
Value of any shares of Common Stock delivered in payment of the Option Price
upon exercise of the Option shall be the Designated Value as of the exercise
date and the exercise date shall be the day of delivery of the certificates
for
the Common Stock used as payment of the Option Price);
(c) By
delivery to the Company of a properly executed notice of exercise together
with
irrevocable instructions to a broker to deliver promptly to the Company, in
payment of the Option Price, the amount of the cash proceeds of the sale of
shares of Common Stock or a loan from the broker to the Option Holder
sufficient, in each case, to pay the Option Price, and in a form satisfactory
to
the Corporate Secretary; or
(d) By
delivery to the Company of sufficient Options, properly endorsed for transfer
to
the Company, having a value sufficient to pay the Option Price with respect
to
the other Options that are to be exercised under this Agreement. The value
of
each Option to be surrendered in payment of the Option Price shall be determined
by subtracting the Option Price from the Designated Value as of the date of
receipt of notice of the exercise of the Options by the Corporate Secretary
of
the Company.
1
Upon
such
notice to the Corporate Secretary and payment of the total Option Price, the
exercise of the Option shall be deemed to be effective, and a properly executed
certificate or certificates representing the Common Stock so purchased shall
be
issued by the Company and delivered to the Option Holder.
For
purposes of this Agreement, the designated value (“Designated
Value”)
of the
shares of Common Stock on a given date shall mean: (i) if the Common Stock
is
listed or admitted for trading on any national securities exchange or the
National Market System of the National Association of Securities Dealers, Inc.
Automated Quotation System, the last sale price, or if no sale occurred, the
mean between the closing high bid and low asked quotations for such date of
the
Common Stock on the principal securities exchange on which shares of the Common
Stock are listed, (ii) if the Common Stock is not traded on any national
securities exchange but is quoted on the National Association of Securities
Dealers, Inc. Automated Operations System, or any similar system of automated
dissemination of quotations or securities prices in common use, the mean between
the closing high bid and low asked quotations for such day of the Common Stock
on such system, (iii) if neither clause (i) nor (ii) is applicable, the mean
between the high bid and low asked quotations for the Common Stock as reported
by the National Quotation Bureau Incorporated if at least two securities dealers
have inserted both bid and asked quotations for shares of the Common Stock
on at
least five (5) of the ten (10) preceding days or (iv) if none of the conditions
set forth above is met, the fair market value of shares of Common Stock as
determined by the Board of Directors. Provided, for purposes of determining
"fair market value" of the Common Stock of the Company, such value shall be
determined without regard to any restriction other than a restriction which
will
never lapse. In no event shall the fair market value of the Common Stock be
less
than its par value.
3. Adjustment
of the Option.
(a) Adjustment
by Stock Split, Stock Dividend, etc.
If at
any time the Company increases or decreases the number of its outstanding shares
of Common Stock, or changes in any way the rights and privileges of its Common
Stock, by means of the payment of a stock dividend or the making of any other
distribution of such shares payable in Common Stock, or through a stock split
or
subdivision of shares of Common Stock, or a consolidation or combination of
shares of Common Stock, or through a reclassification or recapitalization
involving the Common Stock, the numbers, rights and privileges of the shares
of
Common Stock included in the Option shall be increased, decreased or changed
in
like manner as if such shares of Common Stock had been issued and outstanding,
fully paid and non-assessable at the time of such occurrence.
(b) Dividends
Payable in Stock of Another Corporation, etc.
If at
any time the Company pays or makes any dividend or other distribution upon
its
Common Stock payable in securities or other property (except cash or Common
Stock), a proportionate part of such securities or other property shall be
set
aside and delivered to the Option Holder upon issuance of the Common Stock
purchased at the time of the exercise of the Option. The securities and other
property delivered to the Option Holder upon exercise of the Option shall be
in
the same ratio to the total securities and property set aside for the Option
Holder as the number of shares of Common Stock with respect to which the Option
is then exercised is to the total shares of Common Stock subject to the Option.
Prior to the time that any such securities or other property are delivered
to
the Option Holder in accordance with the foregoing, the Company shall be the
owner of such securities or other property and Option Holder shall not have
the
right to vote the securities, receive any dividends payable on such securities,
or in any other respect be treated as the owner. If securities or other property
which have been set aside by the Company in accordance with this Section 3
are not delivered to the Option Holder because the Option is not exercised,
then
such securities or other property shall remain the property of the Company
and
shall be dealt with by the Company as it shall determine in its sole
discretion.
2
(c) Other
Changes in Stock.
In the
event there shall be any change, other than as specified in the preceding
subsections (a) and (b) of this Section 3, in the number or kind of outstanding
shares of Common Stock or of any stock or other securities into which the Common
Stock shall be changed or for which it shall have been exchanged, then and
if
the Board of Directors of the Company shall in its discretion determine that
such change equitably requires an adjustment in the number or kind of shares
subject to the Option, such adjustments shall be made by the Board of Directors
and shall be effective for all purposes as of this Agreement.
(d) Apportionment
of Option Price.
Upon
any occurrence described in the preceding subsections (a), (b) and (c) of this
Section 3, the aggregate Option Price for the shares of Common Stock then
subject to the Option shall remain unchanged and shall be apportioned ratably
over the increased or decreased number or changed kinds of securities or other
properties subject to the Option.
4. Change
of Control; Termination without Cause; Corporate Transactions.
| (a) |
In
the event of a Change of Control (as defined in the Plan), all outstanding
Options, whether exercisable or not, shall immediately become exercisable
in accordance with Article 4.5 of the
Plan.
|
| (b) |
In
the event the Option Holder’s employment, position as a director or
consulting agreement with the Company terminates for reasons other
than
(i) Option Holder voluntarily ceasing his employment, position as
a
director or consulting agreement with the Company; or, (ii) Option
Holder’s employment, position as a director or consulting agreement with
the Company being terminated for Cause; then, in any such event,
all
outstanding Options, whether exercisable or not, shall immediately
vest
and become exercisable. The term “Cause” is defined as the conviction of,
or the entering of a guilty plea, or no contest plea by Option Holder
for
any felony, by a court of competent jurisdiction; or, the failure
or
refusal by Option Holder to competently perform his employment, director
or consulting duties, or conform to policies reasonably established
by
Company.
|
| (c) |
If
the Company recapitalizes or otherwise changes its capital structure,
or
merges, consolidates, sells all of its assets or dissolves and such
transaction is not a Change of Control, then thereafter upon any
exercise
of the Option hereunder, the Optionee shall be entitled to purchase
under
the Option, in lieu of the number of shares of Common Stock covered
by
this Option then exercisable, the number and class of shares of stock
and
securities to which the Optionee would have been entitled pursuant
to the
terms of the agreement of merger, consolidation, sale of assets or
dissolution, if, immediately prior to such agreement of merger,
consolidation, sale of assets or dissolution, the Optionee had been
the
holder of record of the number of shares of Common Stock as to which
the
Option is then exercisable.
|
5. Expiration
and Termination of the Option.
The
Option shall expire at 5:00 p.m. Houston, Texas, time on January 15, 2012,
(the
period from the date of this Agreement to the expiration date is defined as
the
option period (“Option
Period”).
In the
event of the death of the Option Holder during the Option Period, the Option
shall be exercisable by the Option Holder's estate or by the person who acquired
the right to exercise the Option by bequest or inheritance during the Option
Period and for a period of up to six months following the death of the Option
Holder, if later.
3
6. Transferability.
The
Option may not be transferred except by will or pursuant to the laws of descent
and distribution, and it shall be exercisable during the Option Holder's life
only by him, or in the event of his disability or incapacity, by his personal
representative, and after his death, only by his estate or by the person who
acquired the right to exercise the Option by bequest or
inheritance.
7. Compliance
with Securities Laws.
Upon
the acquisition of any shares pursuant to the exercise of the Option herein
granted, Option holder or any person acting under Section 5 will enter into
such
written representations, warranties and agreements as the Company may reasonably
request in order to comply with applicable securities laws or with this
Agreement.
8. Legends
on Certificates.
The
Certificates representing the shares of Common Stock purchased by exercise
of an
Option will be stamped or otherwise imprinted with legends in such form as
the
Company or its counsel may require with respect to any applicable restrictions
on sale or transfer and the stock transfer records of the Company will reflect
stock-transfer instructions with respect to such shares.
9. Withholding.
(a) Arrangement
for Withholding.
The
Option Holder hereby agrees to make appropriate arrangements with the Company
to
provide for the amount of tax withholding, if any, under applicable federal
and
state income tax laws resulting from the exercise of the Option. If such
arrangements are not made, the Company may refuse to issue any Common Stock
to
the Option Holder.
(b) Withholding
Election.
The
Option Holder may elect to pay all such amounts of tax withholding, or any
part
thereof, by electing to transfer to the Company, or to have the Company withhold
from shares otherwise issuable to the Option Holder, shares of Common Stock
having a value equal to the amount required to be withheld or such lesser amount
as may be elected by the Option Holder. All elections shall be subject to the
approval or disapproval of the Board of Directors. The value of shares of Common
Stock to be withheld shall be based on the Designated Value of the Common Stock
on the date that the amount of tax to be withheld is to be determined (the
“Tax
Date”).
Any
such election by the Option Holder to have shares of Common Stock withheld
for
this purpose will be subject to the following restrictions:
(i) All
elections must be made prior to the Tax Date.
(ii) All
elections shall be irrevocable.
(iii) If
the
Option Holder is an officer or director of the Company within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended, (“Section
16”),
the
Option Holder must satisfy the requirements of such Section 16 and any
applicable rules thereunder with respect to the use of Common Stock as
consideration to satisfy such tax withholding obligation.
4
10. Miscellaneous.
(a) Notices.
Any
notice required or permitted to be given under this Agreement shall be in
writing and shall be given by first class registered or certified mail, postage
prepaid or by personal delivery to the appropriate party,
addressed:
(i) If
to the
Company, to the Company at its principal place of business (as of the date
hereof, 0000 Xxxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, telephone (000)
000-0000 (Attention: Corporate Secretary) or at such other address as may have
been furnished to the Option Holder in writing by the Company; or
(ii) If
to the
Option Holder, to the Option Holder at his address on file with the Company
or
at such other address as may have been furnished to the Company by the Option
Holder.
Any
such
notice shall be deemed to have been given as of the fourth day after deposit
in
the United States Postal Service, postage prepaid, properly addressed as set
forth above, in the case of mailed notice, or as of the date delivered in the
case of personal delivery.
(b) Amendment.
The
Board of Directors may make any adjustment in the Option Price, the number
of
shares of Common Stock subject to, or the terms of the Option by amendment
or by
substitution of an outstanding Option. Such amendment or substitution may result
in terms and conditions (including Option Price, the number of shares of Common
Stock covered, Vesting Schedule or Option Period) that differ from the terms
and
conditions of this Option. The Board of Directors may not, however, adversely
affect the rights of the Option Holder without the consent of the Option Holder.
If such action is effective by amendment, the effective date of such amendment
will be the date of the original grant of this Option. Except as provided
herein, this Agreement may not be amended or otherwise modified unless evidenced
in writing and signed by the Company and the Option Holder.
(c) Severability.
The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
and each other provision of this Agreement shall be several and enforceable
to
the extent permitted by law.
| (d) |
Waiver.
Any provision contained in this Agreement may be waived, either generally
or in any particular instance, by the
Company.
|
(e) Binding
Effect.
This
Agreement shall be binding upon and inure to the benefit of the Company and
the
Option Holder and their respective heirs, executors, administrators, legal
representatives, successors and assigns.
(f) Rights
to Employment.
Nothing
contained in this Agreement shall be construed as giving the Option Holder
any
right to be retained in the employ of the Company and this Agreement is limited
solely to governing the rights and obligations of the Option Holder with respect
to the Common Stock and the Option.
| (g) |
Gender
and Number.
Except when otherwise indicated by the context, the masculine gender
shall
also include the feminine gender, and the definition of any term
herein in
the singular shall also include the
plural.
|
(h) Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Texas without giving effect to the conflicts of law provisions
thereof.
5
IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the day and year first above
written.
UNICORP,
INC.
|
Xxxxx
Xxxxx, Chief Executive Officer
|
OPTION
HOLDER
/s/
Xxxx
X. Xxxxx
Xxxx
X.
Xxxxx
6
EXHIBIT
A
SUBSCRIPTION
FORM
[To
be
executed only upon exercise of Stock Options]
The
undersigned registered owner of this Stock Option irrevocably exercises the
Stock Option for the purchase of _______________ shares of Common Stock of
Unicorp, Inc. (the “Company”) and herewith makes payment therefore in cash or by
check or bank draft made payable to the Company, all at the price and on the
terms and conditions specified in this Stock Option Agreement and requests
that
certificates for the shares of Common Stock hereby purchased (and any securities
or other property issuable upon such exercise) be issued in the name of and
delivered to __________________ whose address is ___________________________
and, if such shares of Common Stock shall not include all of the shares of
Common Stock issuable as provided in this Stock Option, that a new Stock Option
of like tenor and date for the balance of the shares of Common Stock issuable
hereunder be delivered to the undersigned.
_______________________________________
(Name
of
Registered Owner)
_______________________________________
(Signature
of Registered Owner)
_______________________________________
(Street
Address)
_______________________________________
(City) (State) (Zip
Code)
______________________________________
(Social
Security Number)
NOTICE: The
signature on this subscription must correspond with the name as written upon
the
face of the within Stock Option Agreement in every particular, without
alteration or enlargement or any change whatsoever.
