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EXHIBIT 99.4
FORM OF ORCA SYSTEMS, INC. INCENTIVE STOCK OPTION AGREEMENT
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ORCA SYSTEMS, INC.
INCENTIVE STOCK OPTION AGREEMENT
Orca Systems, Inc., a Delaware corporation (the "Company"), hereby
grants this ___ day of _____________, _____ (the "Grant Date"), to
_________________ (the "Employee"), an option to purchase a maximum of
____________ (______) shares of the Company's Common Stock, one cent ($.01) par
value per share (the "Common Stock"), at the price of $______ per share, on the
following terms and conditions:
1. Grant Under 1999 Stock Option/Stock Issuance Plan. (a) This option is
granted pursuant to and is governed by and subject to the Company's 1999 Stock
Option/Stock Issuance Plan (the "Plan"), the terms and conditions of which are
incorporated herein by this reference. Unless the context otherwise requires,
terms used herein shall have the same meaning as in the Plan. Determinations
made pursuant to the Plan in connection with this option shall be governed by
the Plan as it exists on the date of this option agreement ("Agreement").
(b) The granting of this option shall be subject to receipt by the
Company of the Company's current form of non-disclosure, non-competition and
developments agreement, executed and delivered by the Employee.
2. Grant as Incentive Stock Option, Other Options. This option is
intended to qualify as an incentive stock option ("ISO") within the meaning of
Section 422 of the Internal Revenue Code of 1986 (the "Code"). This option is in
addition to any other options heretofore or hereafter granted to the Employee by
the Company, but a duplicate original of this instrument shall not effect the
grant of another option.
3. Exercise of Option and Provisions for Termination.
(a) Vesting Schedule. Except as otherwise provided in this
Agreement, and subject to all other terms and conditions of this Agreement, if
the Employee has continued to be employed by the Company through any applicable
date in the table below, this option may be exercised prior to the tenth
anniversary of the Grant Date (hereinafter the "Expiration Date") in
installments for not more than the number of shares set forth opposite such
applicable date:
[INSERT THE DESIRED VESTING SCHEDULE HERE. THE FOLLOWING IS AN EXAMPLE.]
As of the Grant Date 0 shares
As of the First Anniversary of the Grant Date ________ shares
As of the Second Anniversary of the Grant Date an additional _______ shares
As of the Third Anniversary of the Grant Date an additional _______ shares
As of the Fourth Anniversary of the Grant Date an additional _______ shares
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The right of exercise shall be cumulative so that if the option is not
exercised to the maximum extent permissible as of an applicable date, it shall
be exercisable, in whole or in part, with respect to all shares not so purchased
at any time prior to the Expiration Date or the earlier termination of this
option. Notwithstanding any other provision of this Agreement or the Plan, this
option may not be exercised at any time on or after the Expiration Date.
(b) Method of Exercise. Subject to the terms and conditions set
forth in this Agreement, this option shall be exercised by the Employee's
delivery of written notice of exercise to the Treasurer of the Company,
specifying the number of shares to be purchased and the purchase price to be
paid therefor and accompanied by payment in full in accordance with Section 4
hereof. Such exercise shall be effective upon receipt by the Treasurer of the
Company of such written notice together with the required payment. The Employee
may purchase less than the number of shares covered hereby, provided that no
partial exercise of this option may be for any fractional share or for fewer
than ______ whole shares.
(c) Continuous Employment Required. Except as otherwise provided in
this Section 3, this option may not be exercised unless the Employee, at the
time he or she exercises this option, is, and has been at all times since the
Grant Date, an employee of the Company. For all purposes of this Agreement, (i)
"employee" and "employment" shall be defined in accordance with the provisions
of Treasury Regulation Section 1.421-7(h) under the Code, or any successor
regulations, (ii) employment by a parent or subsidiary corporation of the
Company shall be deemed to be employment by the Company and (iii) if this option
shall be assumed or a new option substituted therefor in a transaction to which
Section 424(a) of the Code applies, employment by such assuming or substituting
corporation (hereinafter a "Successor Corporation") shall be considered for all
purposes of this option to be employment by the Company. As used herein, the
terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary
corporation", respectively, as those terms are defined in Sections 424(e) and
424(f) or successor provisions of the Code.
(d) Exercise Period Upon Termination of Employment. If the Employee
ceases to be employed by the Company for any reason, then, except as provided in
paragraphs (e) and (f) below, the right to exercise this option shall terminate
on the date which is thirty (30) days after the date of cessation of employment
(but in no event after the Expiration Date); provided, however, that this option
shall be exercisable only to the extent that the Employee was entitled to
exercise this option on the date of such cessation. Notwithstanding the
foregoing, if, in the judgment of the Company, the Employee, prior to the
Expiration Date, materially violates the non-competition or confidentiality
provisions of any employment contract, confidentiality and nondisclosure
agreement or other agreement between the Employee and the Company, the right to
exercise this option shall terminate immediately upon written notice to the
Employee from the Company describing such violation.
(e) Exercise Period Upon Death or Disability. If the Employee dies
or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior
to the Expiration Date while he or she is an employee of the Company, or if the
Employee dies within three (3) months after the date on which the Employee
ceases to be an employee of the Company (other than as the
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result of a discharge for "cause" as specified in Paragraph (f) below), this
option shall be exercisable within the period of six (6) months following the
date of death or disability of the Employee (but in no event after the
Expiration Date), by the Employee or by the person to whom this option is
transferred by will or the laws of descent and distribution; provided, however,
that this option shall be exercisable only to the extent that this option was
exercisable by the Employee on the date of his or her death or disability.
Except as otherwise indicated by the context, the term "Employee", as used in
this Agreement, shall include the estate of the Employee, the Employee's
personal representative, or any other person who acquires the right to exercise
this option by bequest or inheritance or otherwise by reason of the death of the
Employee or by reason of the Employee's incapacity.
(f) Discharge for Cause. If the Employee, prior to the Expiration
Date, is discharged by the Company for "cause" (as defined below), the right to
exercise this option shall terminate immediately upon such discharge. "Cause"
shall mean willful misconduct or willful failure by the Employee to perform his
or her employment responsibilities in the best interests of the Company
(including, without limitation, breach by the Employee of any provision of any
employment, nondisclosure, non-competition or other similar agreement between
the Employee and the Company), as determined by the Company, which determination
shall be conclusive. The Employee shall be considered to have been discharged
"for cause" if the Company determines, within thirty (30) days after the
Employee's resignation, that discharge for cause was warranted.
4. Payment of Purchase Price. Payment of the purchase price for shares
purchased upon exercise of this option shall, at the Employee's election, be
made by delivery to the Company of cash or wire transfer or a check payable to
the order of the Company in an amount equal to the purchase price per share as
hereinabove set forth times the number of shares so purchased (the "exercise
price").
5. Delivery of Shares.
(a) General. The Company shall, upon payment of the exercise price
for the number of shares purchased and paid for, make prompt delivery of such
shares to the Employee; provided, however, that if any law or regulation
requires the Company to take any action with respect to such shares before the
issuance thereof, then the date of delivery of such shares shall be extended for
the period necessary to complete such action.
(b) Listing, Registration, Qualification, Etc. This option shall be
subject to the requirement that if, at any time, counsel to the Company shall
determine that the listing, registration or qualification of the shares subject
hereto upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental or regulatory body, or that the
disclosure of non-public information or the satisfaction of any other condition
is necessary as a condition of, or in connection with, the issuance or purchase
of shares hereunder, this option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval,
disclosure or satisfaction of such other condition shall have been effected or
obtained on terms acceptable to the Board of Directors of the Company.
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Nothing herein shall be deemed to require the Company to apply for, effect or
obtain such listing, registration, qualification, or disclosure, or to satisfy
such other condition.
6. Nontransferability of Option. Except as provided in Paragraph (e) of
Section 3 hereof, this option is personal and no rights granted hereunder may be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) nor shall any such rights be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this option or of such rights contrary to
the provisions hereof, or upon the levy of any attachment or similar process
upon this option or such rights, this option and such rights shall, at the
election of the Company, become null and void.
7. No Special Employment Rights. Nothing contained in the Plan or this
Agreement shall be construed or deemed by any person under any circumstances to
obligate the Company to continue the employment of the Employee for any period.
8. Rights as a Shareholder. The Employee shall have no rights as a
shareholder with respect to any shares which may be purchased by exercise of
this option (including, without limitation, any rights to vote or to receive
dividends or other distributions with respect to such shares) unless and until a
certificate representing such shares is duly issued and delivered to the
Employee. No adjustment shall be made for dividends or other rights for which
the record date is prior to the date such stock certificate is issued.
9. Adjustment Provisions.
(a) General. If through, or as a result of, any merger,
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction, (i) the outstanding shares of
Common Stock are increased or decreased or are exchanged for a different number
or kind of shares or other securities of the Company, or (ii) additional shares
or new or different shares or other securities of the Company or other non-cash
assets are distributed with respect to such shares of Common Stock or other
securities, the Employee shall, with respect to this option or any unexercised
portion hereof, be entitled to the rights and benefits, and be subject to the
limitations, set forth in Paragraph 14 of the Plan.
(b) Board Authority to Make Adjustments. Any adjustments under this
Section 9 shall be made by the Board of Directors of the Company, whose
determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive. No fractional shares will be
issued with respect to this option on account of any such adjustments.
(c) Limits on Adjustments. No adjustment shall be made under this
Section 9 which would, for purposes of any applicable provision of the Code,
constitute a modification, extension or renewal of this option or a grant of
additional benefits to the Employee.
10. Mergers, Consolidations, Asset Sales, Liquidations, Etc. In the
event of a consolidation or merger or sale of all or substantially all of the
assets of the Company in which
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outstanding shares of Common Stock are exchanged for securities, cash or other
property of any other corporation or business entity, or in the event of the
liquidation of the Company, prior to the Expiration Date or other termination of
this option, the Employee shall, with respect to this option or any unexercised
portion hereof, be entitled to the rights and benefits, and be subject to the
limitations, set forth in Paragraph 16 of the Plan.
11. Withholding of Taxes. The Company's obligation to deliver shares
upon the exercise of this option shall be subject to the Employee's satisfaction
of all applicable federal, state and local income and employment tax withholding
requirements as described in Paragraph 23 of the Plan. Without limiting the
generality of the foregoing, if the Company in its discretion determines that it
is obligated to withhold tax with respect to a Disqualifying Disposition (as
defined in Section 12 hereof), the Employee agrees that the Company may withhold
from the Employee's wages the appropriate amount of federal, state and local
withholding taxes attributable to such Disqualifying Disposition. If any portion
of this option is treated as a Non-Qualified Option, the Employee agrees that
the Company may withhold from the Employee's wages the appropriate amount of
federal, state and local withholding taxes attributable to the Employee's
exercise of such Non-Qualified Option. At the Company's discretion, the amount
required to be withheld may be withheld in cash from such wages, or otherwise as
may be permitted under the Plan. The Employee further agrees that, if the
Company does not withhold an amount from the Employee's wages sufficient to
satisfy the Company's withholding obligation or if such obligation is not
otherwise satisfied, as determined by the Company, the Employee will reimburse
the Company on demand, in cash, for the amount underwithheld.
12. Holding Period Requirements for Incentive Stock Option Shares. It is
understood and intended that this option shall qualify as an "incentive stock
option" as defined in Section 422 of the Code (an "ISO"). Accordingly, the
Employee understands that in order to obtain the beneficial tax treatment
accorded an ISO, no sale or other disposition may be made of any shares acquired
upon exercise of the option within one (1) year after the day of the transfer of
such shares to the Employee, nor within two (2) years after the Grant Date. If
the Employee intends to dispose, or does dispose (whether by sale, exchange,
gift, transfer or otherwise), of any such shares within either of said periods,
he or she will notify the Company in writing within ten (10) days after such
disposition (a "Disqualifying Dispositions").
13. Investment Representations, Warranties and Covenants; Legends.
(a) Representations. The Employee represents, warrants and
covenants that:
(i) Any shares purchased upon exercise of this option shall
be acquired for the Employee's account for investment only and not with a view
to, or for sale in connection with, any distribution of the shares in violation
of the Securities Act of 1933 (the "Securities Act") or any rule or regulation
under the Securities Act.
(ii) The Employee has had such opportunity as he or she has
deemed adequate to obtain from representatives of the Company such information
as is necessary to permit the Employee to evaluate the merits and risks of his
or her investment in the Company.
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(iii) The Employee is able to bear the economic risk of
holding shares acquired pursuant to the exercise of this option for an
indefinite period.
(iv) The Employee understands that (A) the shares acquired
pursuant to the exercise of this option will not be registered under the
Securities Act and are "restricted securities" within the meaning of Rule 144
under the Securities Act; (B) such shares cannot be sold, transferred or
otherwise disposed of unless they are subsequently registered under the
Securities Act or an exemption from registration is then available; (C) in any
event, an exemption from registration under Rule 144 or otherwise under the
Securities Act may not be available for at least two years and even then will
not be available unless a public market then exists for the Common Stock,
adequate information concerning the Company is then available to the public and
other terms and conditions of Rule 144 are complied with; and (D) there is now
no registration statement on file with the Securities and Exchange Commission
with respect to any stock of the Company and the Company has no obligation or
current intention to register any shares acquired pursuant to the exercise of
this option under the Securities Act.
(v) The Employee agrees that, if the Company offers for the
first time any of its Common Stock for sale pursuant to a registration statement
under the Securities Act, the Employee will not, without the prior written
consent of the Company, publicly offer, sell, contract to sell or otherwise
dispose of, directly or indirectly, any shares purchased upon exercise of this
option for a period of ninety (90) days, or such longer period as the Company
may reasonably require, after the effective date of such registration statement.
(vi) The Employee's principal residence is at the address
set forth below on the signature page. The Employee shall promptly notify the
Company of any change in the Employee's principal residence.
By making payment upon any exercise of this option, in whole or in part, the
Employee shall be deemed to have reaffirmed, as of the date of such payment, the
representations made in this Section 13.
(b) Legends on Stock Certificates. All stock certificates
representing shares of Common Stock issued to the Employee upon exercise of this
option shall have affixed thereto legends substantially in the following forms,
in addition to any other legends required by applicable state law:
"THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES
EVIDENCED BY THIS CERTIFICATE, FILED AND MADE EFFECTIVE UNDER THE
SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT
REQUIRED."
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"THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER CONTAINED IN AN OPTION AGREEMENT,
A COPY OF WHICH WILL BE FURNISHED UPON REQUEST BY THE ISSUER."
14. Transfer and Other Restrictions; Company's Purchase Right. Except as
set forth in this Section 14, no disposition (whether by sale, exchange, gift,
transfer or otherwise) may be made of any shares acquired upon exercise of this
option, other than by will or the laws of descent and distribution.
(a) First Refusal Rights.
(i) If the Employee or the Employee's successor in interest
desires to sell all or any part of the shares acquired under this option
(including any securities received in respect thereof pursuant to
recapitalizations and the like), and an offeror (the "Offeror") has made an
offer therefor, which offer the Employee desires to accept, the Employee shall:
(y) obtain in writing an irrevocable and unconditional bona fide offer (the
"Bona Fide Offer") for the purchase thereof from the Offeror; and (z) give
written notice (the "Option Notice") to the President of the Company setting
forth the Employee's desire to sell such shares, which Option Notice shall be
accompanied by a photocopy of the original executed Bona Fide Offer and shall
set forth at least the name and address of the Offeror and the price and terms
of the Bona Fide Offer. Upon receipt of the Option Notice, the Company shall
have an option to purchase any or all of the shares specified in the Option
Notice, such option to be exercisable by giving, within thirty (30) days after
receipt of the Option Notice, a written counter-notice to the Employee. If the
Company elects to purchase, the Employee shall be obligated to sell to the
Company such shares at the price and terms indicated in the Bona Fide Offer
within sixty (60) days from the date of receipt by the Company of the Option
Notice. The Company's purchase rights under this Section 14 are assignable by
the Company.
(ii) Subject to Paragraph 14(b) below, the Employee may
sell, pursuant to the terms of the Bona Fide Offer, any or all of such shares
not purchased by the Company or which the Company does not elect to purchase in
the manner set forth hereinabove after the expiration of the 30-day period
during which the Company may give the aforesaid counter-notice; provided,
however, that the Employee may not sell such shares to the Offeror if the
Offeror is (w) a competitor of the Company, or (x) a person that controls, is
controlled by or under common control with a competitor of the Company, or (y) a
member of management of a competitor of the Company (any person described in
clauses (w) through (y) being hereinafter referred to as a "Competitor") or (z)
a person or entity to which the Board of Directors determines, in its sole
discretion, that a transfer of shares of the Company would be against the
Company's best interest, and the Company gives to the Employee, within thirty
(30) days of its receipt of the Option Notice, written notice stating that the
Employee shall not sell the shares to the Offeror; and provided, further, that
prior to the sale of any such shares to the Offeror, the Offeror shall execute
an agreement with the Company under which the Offeror agrees not to become a
Competitor of the Company and further agrees to be subject to the restrictions
set forth in this Agreement. If any or all of such shares are not sold pursuant
to a Bona Fide Offer within the time permitted above, the unsold shares shall
remain subject to the terms of this Agreement.
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(iii) The first refusal rights of the Company set forth
above shall remain in effect until the closing of an initial underwritten public
offering of the Company's Common Stock pursuant to a registration statement
filed under the Securities Act of 1933, as amended, or a successor statute, at
which time the first refusal rights set forth herein will automatically expire.
(b) Company's S Corporation Status.
(i) The Employee understands and acknowledges that the
Company has made an election under Section 1362(a) of the Code to be taxed as an
"S corporation" ("S Election"), that this tax status is in the best interests of
the Company and its shareholders, and that the Company's S Election may be
terminated and such status may be lost as a result of any transfer of the
Company's stock to an ineligible shareholder, or by the Company having more than
seventy-five (75) shareholders, or by certain other actions or events.
Accordingly, the Employee agrees that the Employee will not:
(A) Transfer any share of stock of the Company unless
(y) in the opinion of counsel to the Company such transfer will not adversely
affect the Company's S Election, and (z) the transferee consents in writing to
be bound by the provisions of this Section 14 and consents in writing to the
continuation of the Company's S Election. Any attempt by the Employee to
transfer any of the shares of stock received as a result of the exercise of this
option in contravention of the foregoing shall be null and void ab initio.
Nothing contained herein shall be construed to permit a transfer of stock of the
Company if the transfer is otherwise restricted by the terms of this Agreement,
by any governmental statute, regulation or rule, or by the terms of any other
agreement to which the Employee is a party.
(B) File any document with the Internal Revenue
Service, or take any other action, resulting in the termination of the Company's
S Election.
(C) Fail to sign or file any consent or other document
with the Internal Revenue Service deemed necessary by counsel to the Company for
the preservation of the Company's S Election.
(D) Fail to take any other action from time to time
considered necessary or advisable by counsel to the Company for the preservation
of the Company's S Election.
(E) Change his or her residence or take any other
action such that the Employee would not be either a resident of the United
States or a citizen of the United States without giving thirty (30) days prior
written notice to the Company and offering the Company the right to repurchase
all of his or her shares of Common Stock at a price determined pursuant to
Section 14(c)(ii) hereof before making such change of residence or citizenship.
(ii) In the event of an inadvertent termination of the
Company's S Election, whether as a result of a transfer of stock or for any
other reason, and prior to any
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termination of said election by a valid written revocation under Section
1362(d)(1) of the Code, the Employee agrees to make any necessary adjustments
under Section 1362(f)(4) of the Code in order to continue the treatment of the
Company as an S corporation under the Code. The Employee agrees that any such
adjustment shall be effective as of the date of such inadvertent termination.
(iii) The Employee agrees to indemnify and hold harmless the
Company and the Company's other shareholders from any and all damages, losses or
other financial injuries sustained by it or them as a result of the Employee's
failure to comply with the terms and provisions of this paragraph (b).
(iv) The Company may choose to terminate its S Election at
any time without any notice to the Employee. The Company shall have no liability
to the Employee for any termination of its S Election, regardless of the reason
for such termination.
(c) Option to Purchase Upon Termination of Business Relationship.
(i) Option. If the Employee ceases to be employed by the
Company for any reason, the Company shall have the option, exercisable at any
time within thirty (30) days after the later of the date on which the Employee's
employment terminates or the expiration of the applicable exercise period set
forth in Section 3(d), (e) or (f) above, to purchase all or any part of the
Employee's shares purchased under this option. The Company may assign this right
to purchase in its sole discretion. The Company or its assignee(s) shall
exercise the foregoing option by sending written notice to the Employee within
the thirty (30)-day period.
(ii) Purchase Price. The purchase price of any shares to be
sold to the Company and/or its assigns under this paragraph (c) shall be the
fair market value thereof as determined by the Board of Directors as of the date
on which the Employee's employment terminated. Such purchase price shall be
payable in eight (8) equal quarterly payments with interest at the applicable
Federal rate, as defined in Section 1274(d) of the Code, with the first payment
to be made at the closing of a purchase and sale of shares pursuant to
Subparagraph (iii) below, and each subsequent payment to be made at three
(3)-month intervals.
(iii) Settlement. The closing of a purchase and sale of
shares under this Paragraph (c) shall take place at the principal office of the
Company at such time and date as shall be mutually agreed between the Company
and the Employee; provided, that if the parties cannot reach such agreement,
settlement shall be ninety (90) days after the date of termination of the
Employee's employment with the Company (or if such day is a holiday, the first
business day thereafter). At the closing, the Employee shall deliver to the
Company (i) the certificate or certificates representing the shares held by such
Employee, duly endorsed for transfer, or (ii) if such certificate or
certificates are already in the Company's possession, such duly endorsed stock
powers as the Company may request to permit it to record the repurchase by the
Company on the records of the Company.
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15. Miscellaneous.
(a) Except as otherwise expressly provided herein, this Agreement
may not be amended or otherwise modified unless evidenced in writing and signed
by the Company and the Employee.
(b) All notices under this Agreement shall be delivered by hand,
sent by commercial overnight courier service or sent by registered or certified
mail, return receipt requested, and first-class postage prepaid, to the parties
at their respective addresses set forth beneath their names below or at such
other address as may be designated in a notice by either party to the other.
Notwithstanding the foregoing, any notice sent to such an address in a country
other than that from which the notice is sent may be sent by telefax, telegram
or commercial air courier.
(c) Any reference in this Agreement to a Section of the Code shall
refer to that Section as it reads as of the date of this Agreement and as it may
be amended from time to time, and to any successor provision.
(d) Each provision of this Agreement shall be considered separable.
The invalidity or unenforceability of any provision shall not affect the other
provisions, and this Agreement shall be construed in all respects as if such
invalid or unenforceable provision were omitted.
(e) Sections 12, 13, 14 and 15 hereof shall survive any termination
of this Agreement.
(f) This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
(g) The failure of the Company or the Employee to insist upon
strict performance of any provision hereunder, irrespective of the length of
time for which such failure continues, shall not be deemed a waiver of such
party's right to demand strict performance at any time in the future. No consent
or waiver, express or implied, to or of any breach or default in the performance
of any obligation or provision hereunder shall constitute a consent or waiver to
or of any other breach or default in the performance of the same or any other
obligation hereunder.
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Date of Grant:
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ORCA SYSTEMS, INC.
By:
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Title:
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Address:
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Employee's Acceptance
The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions of this Agreement. The undersigned hereby acknowledges
receipt of a copy of the Company's 1999 Stock Option/Stock Issuance Plan.
[Name of Employee]
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Signature
Address:
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