SPECIALTY CATALOG CORP.
2001 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement") made as of this ___ day of
________________, 2001, by and between Specialty Catalog Corp., a Delaware
corporation, having its principal office at 00 Xxxxxxx Xxxxx, Xxxxx Xxxxxx, XX
00000 (the "Company"), and ________, an individual residing at
__________________________ (the "Optionee"). Capitalized terms not defined
herein shall have the meanings ascribed to them in the Company's 2001 Stock
Incentive Plan.
WHEREAS, the Company has heretofore adopted the Specialty
Catalog Corp.2001 Stock Incentive Plan (the "Plan") for the benefit of certain
employees, officers, directors, consultants, independent contractors and
advisors of the Company or any parent, affiliate or subsidiary of the Company,
which Plan has been approved by the Company's stockholders; and
WHEREAS, the Optionee 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 Optionee by
providing the Optionee 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 and the terms
and conditions of the Plan, the Company hereby grants to the Optionee, as of ,
2001 (the "Grant Date"), the right, privilege and option (the "Option") to
purchase all or any part of an aggregate of (____) 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 the Plan. [THIS OPTION IS
[NOT] INTENDED TO QUALIFY AS AN "INCENTIVE STOCK OPTION" ("ISO") WITHIN THE
MEANING OF SECTION 422 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), TO THE EXTENT PERMITTED UNDER SECTION 422 OF THE CODE.]
2. EXERCISE PRICE. Subject to adjustment as provided in the Plan, the purchase
price per Share of Common Stock as to which this Option is exercised (the
"Exercise Price") shall be Three dollars and Seventy-Five cents ($3.75), the
Fair Market Value of such Shares on the Grant Date.
3. EXERCISE OF OPTION. The term of the Option shall be for a period of ten (10)
years from the Grant Date and shall expire without further action being taken at
5:00 p.m., ______________ ____, 20__, subject to earlier termination as provided
in Section 5 hereof (the "Expiration Date"). The Option may be exercised at any
time, or from time to time, prior to the Expiration Date (or such additional
period as may be permitted under the Plan) as to any part or all of the Shares
covered by the Option, pursuant to the vesting schedule contained in Section 4.1
hereof;
provided, however, that the Option may not be exercised as to less than one
hundred (100) shares, unless it is exercised as to all Shares as to which this
Option is then exercisable.
4. VESTING SCHEDULE.
4.1 The Shares into which this Option is exercisable shall
vest in accordance with the following schedule:
Number of
Vesting Date Shares Exercisable
__________, 2002 ______ SHARES
__________, 2003 ______ SHARES
__________, 2004 ______ SHARES
4.2 Notwithstanding the vesting schedule set forth in Section
4.1 hereof, such vesting schedule may be accelerated by the Board of Directors
or a Committee of the Board of Directors (the "Option Committee") in their sole
decision.
4.3 Shares that are vested pursuant to the schedule set forth
in Section 4.1 hereof are "Vested Shares." Shares that are not vested pursuant
to the schedule set forth in Section 4.1 hereof are "Unvested Shares."
5. TERMINATION.
5.1 Termination for Any Reason Except Death, Disability or
Cause. If Optionee is Terminated for any reason except Optionee's death,
Disability or Cause, then this Option, to the extent (and only to the extent)
that it is vested in accordance with the schedule set forth in Section 4.1
hereof on the Termination Date, may be exercised by Optionee no later than three
(3) months after the Termination Date, but in any event no later than the
Expiration Date.
5.2 Termination Because of Death or Disability. If Optionee is
Terminated because of death or Disability of Optionee, then this Option, to the
extent that it is vested in accordance with the schedule set forth in Section
4.1 hereof on the Termination Date, may be exercised by Optionee (or Optionee's
legal representative or authorized assignee) no later than twelve (12) months
after the Termination Date, but in any event no later than the Expiration Date.
Any exercise after three months after the Termination Date when the Termination
is for any reason other than Optionee's disability, within the meaning of
Section 22(e)(3) of the Code, shall be deemed to be the exercise of a
nonqualified stock option.
5.3 Termination for Cause. If Optionee is Terminated for
Cause, this Option will expire on the Optionee's date of Termination. In making
such determination, the Committee shall give the Optionee an opportunity to
present to the Committee evidence on his behalf. For the purpose of this
paragraph, termination of service shall be deemed to occur on the date when the
Company dispatches notice or advice to the Optionee that Optionee's service is
terminated.
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5.4 No Obligation to Employ. Nothing in the Plan or this
Agreement shall confer on Optionee any right to continue in the employ of, or
other relationship with, the Company or any Subsidiary of the Company, or limit
in any way the right of the Company or any Affiliate or Subsidiary of the
Company to terminate Optionee's employment or other relationship at any time,
with or without Cause. THIS AGREEMENT DOES NOT CONSTITUTE AN EMPLOYMENT
CONTRACT. THIS AGREEMENT DOES NOT GUARANTEE EMPLOYMENT FOR THE LENGTH OF TIME OF
THE VESTING SCHEDULE OR FOR ANY PORTION THEREOF.
6. MANNER OF EXERCISE.
6.1 Stock Option Exercise Agreement. To exercise this Option,
Optionee (or in the case of exercise after Optionee's death, Optionee's
executor, administrator, heir or legatee, as the case may be) must deliver to
the Company an executed stock option exercise agreement in the form attached
hereto as Exhibit A, or in such other form as may be approved by the Company
from time to time (the "Exercise Agreement"), which shall set forth, inter alia,
Optionee's election to exercise this Option, the number of shares being
purchased, any restrictions imposed on the Shares and any representations,
warranties and agreements regarding Optionee's investment intent and access to
information as may be required by the Company to comply with applicable
securities laws. If someone other than Optionee exercises this Option, then such
person must submit documentation reasonably acceptable to the Company that such
person has the right to exercise this Option.
6.2 Limitations on Exercise. This Option may not be exercised
unless such exercise is in compliance with all applicable federal and state
securities laws, as they are in effect on the date of exercise.
6.3 Payment. The Exercise Agreement shall be accompanied by
full payment of the Exercise Price for the Shares being purchased (a) in cash
(by check), or (b) provided that a public market for the Company's stock exists:
(1) through a "same day sale" commitment from Optionee and a broker-dealer that
is a member of the National Association of Securities Dealers (an "NASD Dealer")
whereby Optionee irrevocably elects to exercise this Option and to sell a
portion of the Shares so purchased to pay for the Exercise Price and whereby the
NASD Dealer irrevocably commits upon receipt of such Shares to forward the
exercise price directly to the Company; or (2) through a "margin" commitment
from Optionee and an NASD Dealer whereby Optionee irrevocably elects to exercise
this Option and to pledge the Shares so purchased to the NASD Dealer in a margin
account as security for a loan from the NASD Dealer in the amount of the
Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of
such Shares to forward the Exercise Price directly to the Company.
Notwithstanding the foregoing, the Board of Directors or the Option Committee,
in their sole discretion, may allow for the full payment of the Exercise Price
for the Shares being purchased to be made by any other method which is in
accordance with the provisions of the Plan.
6.4 Tax Withholding. Prior to the issuance of the Shares upon
exercise of this Option, Optionee must pay or provide for any applicable federal
or state withholding obligations of the Company. If the Committee permits,
Optionee may provide for payment of withholding
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taxes upon exercise of this Option by requesting that the Company retain Shares
with a Fair Market Value equal to the minimum amount of taxes required to be
withheld. In such case, the Company shall issue the net number of Shares to the
Optionee by deducting the Shares retained from the Shares issuable upon
exercise.
6.5 Issuance of Shares. Provided that the Exercise Agreement
and payment are in form and substance satisfactory to the Company, and upon the
Company's request counsel for the Company, the Company shall issue the Shares
registered in the name of Optionee, Optionee's authorized assignee, or
Optionee's legal representative, and shall deliver certificates representing the
Shares with the appropriate legends affixed thereto.
7. NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. To the extent
this Option is an ISO, if Optionee sells or otherwise disposes of any of the
Shares acquired pursuant to the ISO on or before the later of (a) the date two
(2) years after the Date of Grant, and (b) the date one (1) year after transfer
of such Shares to Optionee upon exercise of this Option, then Optionee shall
immediately notify the Company in writing of such disposition.
8. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of this Option
and the issuance and transfer of Shares shall be subject to compliance by the
Company and Optionee with all applicable requirements of federal and state
securities laws and with all applicable requirements of any stock exchange on
which the Company's Common Stock may be listed at the time of such issuance or
transfer. Optionee understands that the Company is under no obligation to
register or qualify the Shares with the SEC, any state securities commission or
any stock exchange to effect such compliance.
9. NONTRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner other than by will or by the laws of descent and distribution and
may be exercised during the lifetime of Optionee only by Optionee. The terms of
this Option shall be binding upon the executors, administrators, successors and
assigns of Optionee.
10. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall not have any of the
rights of a stockholder with respect to any Shares until the Shares are
issued to Optionee.
11. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by Optionee or the Company to the Committee
for review. The resolution of such a dispute by the Committee shall be final and
binding on the Company and Optionee.
12. ENTIRE AGREEMENT. The Plan is incorporated herein by reference.
This Agreement and the Plan and the Exercise Agreement constitute the
entire agreement and understanding of the parties hereto with respect to the
subject matter hereof and supersede all prior understandings and agreements with
respect to such subject matter.
13. NOTICES. Any notice required to be given or delivered to
the Company under the terms of this Agreement shall be in writing and addressed
to the Corporate Secretary of the Company at its principal corporate offices.
Any notice required to be given or delivered to Optionee shall be in writing and
addressed to Optionee at the address indicated above or to such
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other address as such party may designate in writing from time to time to the
Company. All notices shall be deemed to have been given or delivered upon:
personal delivery; three (3) days after deposit in the United States mail by
certified or registered mail (return receipt requested); one (1) business day
after deposit with any return receipt express courier (prepaid); or one (1)
business day after transmission by facsimile.
14. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights
under this Agreement. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon
Optionee and Optionee's heirs, executors, administrators, legal representatives,
successors and assigns.
15. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, applicable to
agreements made and to be performed entirely within such state.
16. ACCEPTANCE. Optionee hereby acknowledges receipt of a copy
of the Plan and this Agreement. Optionee has read and understands the terms and
provisions thereof, and accepts this Option subject to all the terms and
conditions of the Plan and this Agreement. Optionee acknowledges that there
maybe adverse tax consequences upon exercise of this Option or disposition of
the Shares and that the Company has advised Optionee to consult a tax advisor
prior to such exercise or disposition.
17. COVENANTS OF THE OPTIONEE
The Optionee agrees (and for any proper successor hereby
agrees), as a condition upon exercise of any Option granted hereunder:
(a) Upon the request of the Committee, to execute and deliver
a certificate, in form satisfactory to the 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 Optionee 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
Optionee or any successor.
(b) Upon the request of the Committee, to execute and deliver
a certificate, in form satisfactory to the Committee, certifying that any
subsequent resale or distribution of the Shares by the Optionee 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 Optionee
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 (b) shall not apply to (i)
issuances by the Company so long as the
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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.
(c) 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
Optionee described in this Section.
(d) 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 Optionee 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.
18. OBLIGATIONS OF THE COMPANY
18.1 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 payment of the Exercise Price in accordance with the terms of
this Agreement.
18.2 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 Optionee only against payment of the full Exercise Price
in accordance with the terms of this Agreement for the portion of the Option
exercised.
18.3 In the event that the Optionee 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 Optionee a new
Option, duly executed by the Company and the Optionee, 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.
18.4 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 Optionee the
amount of the Exercise Price paid by the Optionee in respect of any fractional
Share.
18.5 The Company may endorse such legend or legends upon the
certificates for Shares issued to the Optionee pursuant to the Plan 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 the Plan
and any
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agreement between the Company and the Optionee 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 the Plan.
18.6 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 Optionee, 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 Optionee 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.
18.7 All Shares issued following exercise of the Option and
the payment of the Exercise Price in accordance with the terms of this Agreement
therefor shall be fully paid and non-assessable to the extent permitted by law.
19. ADDITIONAL COVENANTS
19.1 Bound by Provisions of the Stockholders Agreement. The
Optionee hereby agrees that Optionee has received and read a copy of the
Stockholders Agreement. The Optionee further agrees that by signing this
Agreement and accepting the Shares, the Optionee, as a holder of the Shares, and
the Optionee's successors and transferees, will become parties to the
Stockholders Agreement and will be bound by the terms and provisions of the
Stockholders Agreement applicable to such Shares, in accordance with Section 2
thereof, including without limitation, provisions applicable to any sale or
other disposition of the Shares. Furthermore, the Optionee agrees that the
Shares are subject to the Stockholders Agreement and that this provision will be
deemed the Transfer Agreement (as defined in the Stockholders Agreement). For
purposes of this Agreement, the term "Stockholders Agreement" shall mean the
Stockholders Agreement dated as of May 4, 2001 among Acquisition Corp. and its
stockholders, as it may be amended or supplemented thereafter from time to time,
which agreement shall, after the Acquisition, become the Stockholders Agreement
of the Company.
19.2 Restricted Stock Provisions. Shares of stock issued on
exercise of this Option shall upon issuance be subject to the following
restrictions (and, as used herein, "restricted stock" means Shares issued on
exercise of this Option which are still subject to the restrictions imposed
under this paragraph that have not yet expired or terminated) until the 90th day
after the date on which shares of the same class of stock as such restricted
stock first become publicly traded:
If the service status of the Optionee with the Company is
terminated for any reason other than his death, normal or early retirement in
accordance with his employer's established retirement policies and practices, or
Disability, the Company (or any subsidiary designated by it) shall have the
option for 90 days after such termination to purchase for cash all or any part
of his restricted stock at the greater of (i) the price paid therefore upon
exercise of this Option, or (ii) the Fair Market Value of the restricted stock
on the date of such termination.
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The restrictions imposed under this Section 19.2 shall apply as well to all
shares or other securities issued in respect of restricted stock in connection
with any stock split, reverse stock split, stock dividend, recapitalization,
reclassification, spin-off, split-off, merger consolidation, or reorganization.
20. MISCELLANEOUS
20.1 If the Optionee 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
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.
20.2 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 Optionee shall not be deemed a
waiver of any other right derived hereunder.
20.3 This Agreement may be executed in any number of
counterparts, but all counterparts will together constitute but one agreement.
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20.4 In the event of a conflict between the terms and
conditions of this Agreement and the Plan, the terms and conditions of the Plan
shall govern.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed in duplicate by its duly authorized representative and Optionee has
executed this Agreement in duplicate as of the Date of Grant.
SPECIALTY CATALOG CORP.
By:----------------------------------------
Name:
Title:
OPTIONEE
----------------------------------------
Name:
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EXHIBIT A
---------
SPECIALTY CATALOG CORP.
2001 STOCK INCENTIVE PLAN (THE "PLAN")
STOCK OPTION EXERCISE AGREEMENT
I hereby elect to purchase the number of shares of Common Stock of
Specialty Catalog Corp. (the "Company") as set forth below:
Optionee _________________________________________
Social Security Number: _________________________________________
Address: _________________________________________
_________________________________________
Type of Option:
[ ] Incentive Stock Option [ ] Nonqualified Stock Option
Number of Shares Purchased: _________________________________________
Purchase Price per Share: _________________________________________
Aggregate Purchase Price: _________________________________________
Date of Option: _________________________________________
Exact Name of Title to Shares: _________________________________________
1. DELIVERY OF PURCHASE PRICE. Optionee hereby delivers to the Company the
Aggregate Purchase Price, to the extent permitted in the Option Agreement (the
"Option Agreement"), as follows (check as applicable and complete):
[ ] in cash (by check) in the amount of $_____________________, receipt
of which is acknowledged by the Company;
[ ] by cancellation of indebtedness of the Company to Optionee in the
amount of $_______________________________;
[ ] by delivery of ______________________________ fully-paid,
nonassessable and vested shares of the Common Stock of the Company
owned by Optionee for at least six (6) months prior to the date hereof
(and which have been paid for within the meaning of SEC Rule 144), or
obtained by Optionee in the open public market, and owned free and
clear of all liens, claims, encumbrances or security interests, valued
at the current Fair Market Value of $____________________ per share;
[ ] by tender of a promissory note in the principal amount of
$__________________________, secured by a Pledge Agreement of even date
herewith
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(the par value of the Shares is tendered in cash (by check) receipt of
which is acknowledged by the Company);
[ ] by the waiver hereby of compensation due or accrued to Optionee for
services rendered in the amount of $______________________________ ;
[ ] through a "same-day-sale" commitment, delivered herewith, from
Optionee and the NASD Dealer named therein, in the amount of
$_______________________________; or
[ ] through a "margin" commitment, delivered herewith from Optionee and
the NASD Dealer named therein, in the amount of
$_________________________________________.
2. MARKET STANDOFF AGREEMENT. Optionee, if requested by the Company and an
underwriter of Common Stock (or other securities) of the Company, agrees not to
sell or otherwise transfer or dispose of any Common Stock (or other securities)
of the Company held by Optionee during the period requested by the managing
underwriter following the effective date of a registration statement of the
Company filed under the Securities Act, provided that all officers and directors
of the Company are also requested to enter into similar agreements. Such
agreement shall be in writing in a form satisfactory to the Company and such
underwriter. The Company is hereby entitled to impose stop-transfer instructions
with respect to the shares (or other securities) subject to the foregoing
restriction until the end of such period.
3. BOUND BY PROVISIONS OF THE STOCKHOLDERS AGREEMENT. The Optionee hereby
agrees that Optionee has received and read a copy of the Stockholders Agreement.
The Optionee further agrees that by signing this Agreement and accepting the
Shares, the Optionee, as a holder of the Shares, and the Optionee's successors
and transferees, will become parties to the Stockholders Agreement and will be
bound by the terms and provisions of the Stockholders Agreement applicable to
such Shares, in accordance with Section 2 thereof, including without limitation,
provisions applicable to any sale or other disposition of the Shares.
Furthermore, the Optionee agrees that the Shares are subject to the Stockholders
Agreement and that this provision will be deemed the Transfer Agreement (as
defined in the Stockholders Agreement). For purposes of this Agreement, the term
"Stockholders Agreement" shall mean the Stockholders Agreement dated as of May
4, 2001 among Acquisition Corp. and its stockholders, as it may be amended or
supplemented thereafter from time to time, which agreement shall, after the
Acquisition, become the Stockholders Agreement of the Company.
4. TAX CONSEQUENCES. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE
TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF THE
SHARES. OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX
CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR
DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR
ANY TAX ADVICE.
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5. ENTIRE AGREEMENT. The Plan and Option Agreement are incorporated herein
by reference. This Exercise Agreement, the Plan and the Option Agreement
constitute the entire agreement and understanding of the parties and supersede
in their entirety all prior understandings and agreements of the Company and
Optionee with respect to the subject matter hereof, and are governed by Delaware
law applicable to contracts executed and to be fully performed therein.
Date: _________________________ _________________________________
SIGNATURE OF OPTIONEE
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