Exhibit 10.17
COLONY RIH HOLDINGS, INC.
2001 OMNIBUS STOCK INCENTIVE PLAN
XXXXXXXX X. XXXXX STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement"), dated as of the 25th
day of April, 2001 (the "Effective Date"), by and between COLONY RIH HOLDINGS,
INC., a Delaware corporation (the "Company"), and XXXXXXXX X. XXXXX (the
"Optionee") in his capacity as the Vice Chairman of the Board and Chairman of
the Operating Committee of Colony RIH Acquisitions, Inc., a Delaware corporation
and a Subsidiary of the Company ("CRA").
Pursuant to the Colony RIH Holdings, Inc. 2001 Omnibus Stock Incentive
Plan (the "Plan"), the Board of Directors of the Company (the "Board"), as the
Administrator of the Plan, has determined that the Optionee is to be granted an
option (the "Option") to purchase shares of the Company's Class A Common Stock,
par value $.01 per share (the "Class A Common Stock"), and shares of the
Company's Class B Common Stock, par value $.01 per share (the "Class B Common
Stock" and, together with the Class A Common Stock, the "Common Stock"), each on
the terms and conditions set forth herein, and hereby grants such Option. Such
grants shall be deemed to satisfy in full the obligations under Section 6.04 of
that certain Vice Chairman Agreement, of even date herewith, between the
Optionee and CRA, as hereinafter amended (the "Vice Chairman Agreement"). It is
intended that the Option shall not constitute an "incentive stock option" within
the meaning of Section 422 of the Code.
All capitalized terms not defined herein shall have their respective
meanings set forth in the Plan.
1. Terms of Option Grant. (a) The Option entitles the Optionee to
purchase 1,105 shares of the Company's Class A Common Stock at a price equal to
$0.0475 per share (the "Class A Option Exercise Price"), which the parties
acknowledge is not less than the fair market value of one share of the Class A
Common Stock as of the Effective Date. The Option also entitles the Optionee to
purchase 22,368 shares of the Company's Class B Common Stock at a price equal to
$100.00 per share (the "Class B Option Exercise Price" and, collectively with
the Class A Option Exercise Price, the "Option Exercise Price"), which the
parties acknowledge is not less than the fair market value of one share of the
Class B Common Stock as of the Effective Date. The shares of Class A Common
Stock and Class B Common Stock subject to the Option are referred to herein as
the "Option Shares."
(b) The term of the Option (the "Option Term") shall commence on the
Effective Date (the "Date of Grant") and, unless the Option is previously
terminated pursuant to this Agreement, shall terminate upon the expiration of
ten (10) years from the Date of Grant. Upon expiration of the Option Term, all
rights of the Optionee hereunder shall terminate.
(c) Except as otherwise provided in Section 5 hereof, the Option shall
vest and become exercisable as provided in Exhibit A attached hereto. The
vesting schedule set forth in Exhibit A shall amend and replace the vesting
schedule set forth in Annex A of the Vice
Chairman Agreement, and all references in the Vice Chairman Agreement to the
vesting schedule in said Annex A shall be deemed to be a reference to the
vesting schedule in Exhibit A attached hereto.
(d) Except as otherwise provided herein, the right of the Optionee to
purchase Option Shares with respect to which the Option has become exercisable
may be exercised in whole or in part at any time or from time to time prior to
expiration of the Option Term, provided, that any exercise of the Option shall
be deemed to relate in tandem to both the Class A Common Stock and the Class B
Common Stock subject to the Option, such that the ratio of (i) the number of
shares of Class A Common Stock issuable upon such exercise to (ii) the total
number of shares of Class A Common Stock outstanding on the date hereof shall be
the same as the ratio of (iii) the number of shares of Class B Common Stock
issuable upon such exercise to (iv) the total number of shares of Class B Common
Stock outstanding on the date hereof.
(e) Except as otherwise provided in the Vice Chairman Agreement, the
Option may be exercised by means of written notice of exercise to the Company
specifying the number of Option Shares to be purchased, accompanied by payment
in full of the aggregate Option Exercise Price and any applicable withholding
amounts (i) in cash or by check, (ii) at any time following the closing of the
Company's Initial Public Offering (as defined in Section 2 below) by means of a
broker cashless exercise procedure, on terms reasonably acceptable to the
Company, providing proceeds sufficient to pay the exercise price and any
applicable withholding amounts or (iii) by any other means of exercise
authorized from time to time in the Plan and/or by the Board.
2. Certain Definitions. For purposes of this Agreement:
(a) "Initial Public Offering" shall mean the closing of a public
offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended (the "Securities Act"), covering shares of the Company's
Common Stock, which shares are approved for listing or quotation on the New York
Stock Exchange, American Stock Exchange or Nasdaq National Market.
(b) "Change in Control" shall mean the occurrence of one or more of the
following events:
(i) the sale, lease, transfer, conveyance or other
disposition, in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries,
taken as a whole;
(ii) the adoption by the Company's stockholders of a plan of
liquidation or dissolution of the Company;
(iii) prior to the time the Company or any Parent Corporation
completes an Initial Public Offering, the Company becomes aware (by way
of a report or any other filing pursuant to Section 13(d) of the
Exchange Act, proxy vote, written notice or otherwise) of the
acquisition by any "Person" or related group (within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any
successor provision to either of the foregoing, including any "group"
acting for the purpose of acquiring,
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holding or disposing of securities within the meaning of Rule
13d-5(b)(1) under the Exchange Act), other than a group consisting of
the Principals and their Related Parties, in a single transaction or in
a related series of transactions, by way of merger, consolidation or
other business combination or purchase of direct or indirect beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act, or
any successor provision) of 50% or more of the total voting power
entitled to vote in the election of the Board or such other Person
surviving the transaction;
(iv) subsequent to the time the Company or any Parent
Corporation completes an Initial Public Offering, the Principals and
their Related Parties shall directly or indirectly beneficially own
shares of capital stock representing less than 25% of the total voting
power entitled to vote in the election of the Board and either (A) any
other Person directly or indirectly beneficially owns shares of capital
stock representing voting power in excess of the voting power
represented by shares of capital stock owned by the Principals and
their Related Parties or (B) individuals who were the voting members of
the Board at the beginning of any two-year period commencing subsequent
to the Initial Public Offering (together with any new voting directors
whose election or appointment by the Board or whose nomination for
election by the shareholders of the Company was approved by a vote of a
majority of the directors then still in office who were either
directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board then in office.
(c) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
(d) "Principals" shall mean Colony Investors IV, L.P., Colony RIH
Voteco, LLC and any of their respective affiliates and any of the Company's
officers and directors.
(e) "Related Party," with respect to any Principal, shall mean (A) any
controlling stockholder, 80% (or more) owned Subsidiary, or spouse or immediate
family member (in the case of an individual) of such Principal or (B) any trust,
corporation, partnership or other entity, the beneficiaries, stockholders,
partners, owners or Persons beneficially holding an 80% or more controlling
interest of which consist of such Principal and/or such other Persons referred
to in the immediately preceding clause (A).
(f) "Fair Market Value" shall have the meaning ascribed to that term
with respect to certain "Qualified Stockholders," in Section 2(e) of the
Stockholders Agreement, of even date hereof, among the Company, Colony RIH
Voteco, LLC, a Delaware limited liability company, Colony Investors IV, L.P., a
Delaware limited partnership, and certain additional security holders of the
Company (the "Stockholders Agreement").
3. Adjustments. In the event of any merger, reorganization,
consolidation, recapitalization, a sale of substantially all of the assets of
the Company or other change in corporate structure by reason of any stock
dividend, stock split, reverse stock split or other change affecting the Common
Stock (including any change in circumstances which results in or
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would result in any substantial dilution or enlargement of the rights granted
to, or available for, Participants in the Plan), an equitable substitution or
proportionate adjustment shall be made in the kind, number and option price of
shares of Common Stock subject to the Option, in each case as may be determined
by the Administrator, in good faith. Such other substitutions or adjustments
shall be made as may be determined by the Administrator, in its sole discretion.
Anything herein to the contrary notwithstanding, in connection with any event
described in this paragraph, the Administrator may provide, in its good faith
discretion, for the cancellation of any outstanding awards without the consent
of Participants and payment of an equitable amount in cash or securities
therefor.
4. Nontransferability of Option and Option Shares; Option Shares
Subject to Stockholders Agreement. (a) The Option and this Agreement shall not
be transferable and, during the lifetime of the Optionee, the Option may be
exercised only by the Optionee; provided, however, that the Optionee shall be
permitted to transfer the Option and this Agreement to a trust controlled by the
Optionee during the Optionee's lifetime for estate planning purposes. Without
limiting the generality of the foregoing, except as otherwise provided herein,
the Option may not be assigned, transferred, pledged or hypothecated in any way,
shall not be assignable by operation of law, and shall not be subject to
execution, attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Option contrary to the
provisions hereof, and the levy of any execution, attachment or similar process
upon the Option shall be null and void and without effect.
(b) Notwithstanding any provision herein to the contrary, the Optionee
and, upon exercise of the Option, the Option Shares, shall at all times and in
all respects be subject to the Stockholders Agreement, the provisions of which
shall be deemed to be incorporated into this Agreement.
5. Forfeiture and Vesting Acceleration of Options. (a) If the
Optionee's services with CRA are terminated by CRA without Cause (as defined in
the Vice Chairman Agreement) or by the Optionee for Good Reason (as defined in
the Vice Chairman Agreement), the Option shall immediately vest and become
exercisable as to that number of Option Shares that would have vested pursuant
to Exhibit A had the Optionee's services continued without interruption under
the Vice Chairman Agreement until the second succeeding anniversary of the
Effective Date following the Termination Date (as defined in the Vice Chairman
Agreement) notwithstanding any performance criteria established with respect to
the Option Shares. Anything herein to the contrary notwithstanding, the
termination of the Optionee's services without Cause or for Good Reason shall
not result in the vesting of any Option Shares that were forfeited at any time
prior to such Termination Date by reason of the Company's failing to satisfy any
performance targets relating to such Option Shares. Except to the extent
otherwise provided in the Vice Chairman Agreement, following the Optionee's
Termination Date the unexercised portion of the Option, to the extent vested,
shall remain exercisable for ninety (90) days after the Termination Date, at
which time all Option Shares, to the extent not exercised prior to the end of
such period, shall lapse and be canceled.
(b) If the Optionee's services with CRA shall terminate by reason of
his death or Disability (as defined in the Vice Chairman Agreement), the Option
shall immediately vest and become exercisable as to that number of Option Shares
that would have
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vested pursuant to Exhibit A had the Optionee's services continued without
interruption under the Vice Chairman Agreement until the second succeeding
anniversary of the Effective Date following the Optionee's death or the
forty-fifth (45th) day after receipt of notice of termination for Disability, as
applicable, notwithstanding any performance criteria established with respect to
the Option Shares. Anything herein to the contrary notwithstanding, the
termination of the Optionee's services due to death or Disability shall not
result in the vesting of any Option Shares that were forfeited at any time prior
to such termination by reason of the Company's failing to satisfy any
performance targets relating to such Option Shares. Except to the extent
otherwise provided in the Vice Chairman Agreement, following the Optionee's
termination the unexercised portion of the Option, to the extent vested, shall
remain exercisable for ninety (90) days after the Optionee's death or the
forty-fifth (45th) day after receipt of notice of termination for Disability, as
applicable, at which time all Option Shares, to the extent not exercised prior
to the end of such period, shall lapse and be canceled.
(c) If the Optionee's services with CRA are terminated by the Optionee
without Good Reason (as defined in the Vice Chairman Agreement), the unexercised
portion of the Option, to the extent vested, shall remain exercisable for ninety
(90) days after such termination, at which time all Option Shares, to the extent
not exercised prior to the end of such period, shall lapse and be canceled.
(d) If the Optionee's services with CRA are terminated by CRA for Cause
(as defined in the Vice Chairman Agreement), the unexercised portion of the
Option, whether exercisable or not, shall lapse and be immediately canceled as
of the date of such termination.
(e) Upon the occurrence of a Change in Control (as defined in Section
2) at any time prior to the termination of the Optionee's services with CRA, for
any or no reason, the Option shall immediately vest and become exercisable as to
100% of the Option Shares (notwithstanding any performance criteria established
with respect to such Option Shares) and all provisions of this Agreement and the
Vice Chairman Agreement relating to the forfeiture of the Option in the event of
the Optionee's termination of service with CRA shall expire. Anything herein to
the contrary notwithstanding, the occurrence of a Change in Control shall not
result in the vesting of any Option Shares that were forfeited at any time prior
to such Change in Control by reason of the Company's failing to satisfy any
performance targets relating to such Option Shares.
6. Put and Call Rights. In the event of the termination of the
Optionee's services with CRA under the terms of the Vice Chairman Agreement and
certain other circumstances described in the Stockholders Agreement, the Common
Stock that is the subject of the Option shall be subject to such put and call
rights as are set forth in the Vice Chairman Agreement and the Stockholders
Agreement, the provisions of which are incorporated herein by reference.
7. Investment Representation. The Optionee hereby represents and
warrants to the Company that the Optionee, by reason of the Optionee's business
or financial experience (or the business or financial experience of the
Optionee's professional advisors who are unaffiliated with and who are not
compensated by the Company or any affiliate or selling agent
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of the Company, directly or indirectly), has the capacity to protect the
Optionee's own interests in connection with the transactions contemplated under
this Agreement.
8. Notices. All notices and other communications under this Agreement
shall be in writing and shall be given by first class mail, certified or
registered with return receipt requested, or by a nationally recognized
overnight delivery service to the respective parties named below:
If to Company: Colony RIH Holdings, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
Attention: President
Facsimile: 000-000-0000
With a copy to: Colony Capital, LLC
0000 Xxxxxx xx xxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxx Xxxxxxxxx
Facsimile: 310-843-3663
If to the Optionee: Xxxxxxxx X. Xxxxx
X.X. Xxx 0000
Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000-0000
Facsimile: 000-000-0000
Either party hereto may change such party's address for notices by notice duly
given pursuant hereto.
9. Securities Laws Requirements. The Option shall not be exercisable to
any extent, and the Company shall not be obligated to transfer any Option Shares
to the Optionee upon exercise of the Option, if such exercise, in the opinion of
counsel for the Company, would violate the Securities Act (or any other federal
or state statutes having similar requirements as may be in effect at that time).
Further, the Company may require as a condition of transfer of any Option Shares
pursuant to any exercise of the Option that the Optionee furnish a written
representation that he is purchasing or acquiring the Option Shares for
investment and not with a view to resale or distribution to the public. The
Optionee hereby represents and warrants that he understands that the Option
Shares are "restricted securities," as defined in Rule 144 under the Securities
Act, and that any resale of the Option Shares must be in compliance with the
registration requirements of the Securities Act or an exemption therefrom. Each
certificate representing Option Shares shall bear the legend set forth below:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED,
SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER")
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION
AGREEMENT, DATED AS OF APRIL 25, 2001, BETWEEN COLONY RIH HOLDINGS,
INC., A DELAWARE
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CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN
STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE
COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE
SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES
OF WHICH ARE ON FILE WITH THE COMPANY.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES
LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B)
PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY
MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE
HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT.
Further, if the Company determines that the listing or qualification of the
Option Shares under any securities or other applicable law is necessary in order
to avoid a violation of any securities laws, the Option shall not be
exercisable, in whole or in part, unless and until such listing or
qualification, or a consent or approval with respect thereto, shall have been
effected or obtained free of any conditions not acceptable to the Company,
provided, that the Company shall pursue such listing or qualification diligently
and in good faith.
10. No Obligation to Register Shares. Except as provided in the
Stockholders Agreement, the Company shall be under no obligation to register the
Option Shares.
11. Protections Against Violations of Agreement. No purported sale,
assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift,
transfer in trust (voting or other) or other disposition of, or creation of a
security interest in or lien on, any of the Option Shares by any holder thereof
in violation of the provisions of this Agreement, the Stockholders Agreement,
the Vice Chairman Agreement or the Certificate of Incorporation or the Bylaws of
the Company, will be valid, and the Company will not transfer any of said Option
Shares on its books nor will any of the Option Shares be entitled to vote, nor
will any dividends be paid thereon, unless and until there has been full
compliance with such provisions to the satisfaction of the Company. The
foregoing restrictions are in addition to and not in lieu of any other remedies,
legal or equitable, available to enforce such provisions.
12. Withholding Requirements. The Optionee shall, no later than the
date as of which the value of any award hereunder becomes includable in his
gross income (after taking into account the provisions of Section 3 hereof), pay
to the Company, or make arrangements satisfactory to the Company regarding
payment of, any federal, state, or local taxes or other amounts of any kind
required by law to be withheld with respect thereto. The obligations of the
Company hereunder shall be conditional on the making of such payments or
arrangements, and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
Optionee.
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13. Failure to Enforce Not a Waiver. The failure to enforce at any time
any provision of this Agreement shall in no way be construed to be a waiver of
such provision or of any other provision hereof.
14. Governing Law. This Agreement shall be governed by and construed
according to the laws of the State of New York without regard to its principles
of conflict of laws.
15. Incorporation of Plan. The Plan is hereby incorporated by reference
and made a part hereof, and the Option award and this Agreement shall be subject
to all terms and conditions of the Plan; provided, however, that in the event of
a conflict between the terms of this Agreement and the Plan, the terms of this
Agreement shall govern.
16. Amendments. This Agreement may be amended or modified at any time
only by an instrument in writing signed by each of the parties hereto.
17. Rights as a Stockholder. Neither the Optionee nor any of the
Optionee's successors in interest shall have any rights as a stockholder of the
Company with respect to any shares of Common Stock subject to the Option until
the date of issuance of a stock certificate for such shares of Common Stock.
18. Agreement Not a Contract of Service. Neither the Plan, the granting
of the Option, this Agreement nor any other action taken pursuant to the Plan
shall constitute or be evidence of any agreement or understanding, express or
implied, that the Optionee has a right to continue in the service of the Company
or any Subsidiary or affiliate of the Company for any period of time or at any
specific rate of compensation.
19. Authority of the Administrator. The Administrator shall have full
authority to interpret and construe the terms of the Plan and this Agreement,
and shall do so in good faith.
20. Dispute Resolution. Any dispute arising under this Agreement shall
be resolved in accordance with the arbitration provisions of the Vice Chairman
Agreement as in effect as of the date hereof, or as the same may be amended from
time to time, regardless of the expiration of the Vice Chairman Agreement prior
to the resolution of such dispute, and such arbitration provisions shall be
deemed to be incorporated herein by this reference.
21. Market Stand-Off. In connection with any underwritten public
offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act for such period as the
Company or its underwriters may request (such period not to exceed 180 days
following the date of the applicable offering), the Optionee shall not, directly
or indirectly, sell, make any short sale of, loan, hypothecate, pledge, offer,
grant or sell any option or other contract for the purchase of, purchase any
option or other contract for the sale of, or otherwise dispose of or transfer,
or agree to engage in any of the foregoing transactions with respect to, any
Option Shares acquired under this Agreement without the prior written consent of
the Company or its underwriters, provided, that the Optionee shall not be
required to be subject to "lock-up" restrictions that are more restrictive than
such restrictions to which any other Qualified Stockholder (as defined in the
Stockholders Agreement) is subject, or that would
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prevent the Optionee from effectuating a sale pursuant to Section 2.5 of the
Stockholders Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
COLONY RIH HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
----------------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title:
The undersigned hereby accepts
and agrees to all the terms and
provisions of the foregoing
Agreement and to all the terms
and provisions of the Plan, the
Vice Chairman Agreement and the
Stockholders Agreement herein
incorporated by reference.
/s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx
EXHIBIT A
STOCK OPTION VESTING SCHEDULE
FOR XXXXXXXX X. XXXXX
Class A Common Stock Option Vesting (Exercise Price Per Share - $0.0475)
---------------- --------------- ---------------- --------------- --------------- ---------------- ---------------
First Second Third Fourth Fifth
As of the Anniversary Anniversary of Anniversary Anniversary Anniversary of
Effective Date of the the Effective of the of the the Effective
Effective Date Date Effective Date Effective Date Date TOTAL
---------------- --------------- ---------------- --------------- --------------- ---------------- ---------------
555 Option 110 Option 110 Option 110 Option 110 Option 110 Option 1,105 Option
Shares Shares* Shares* Shares* Shares* Shares* Shares
---------------- --------------- ---------------- --------------- --------------- ---------------- ---------------
* Vesting in the Class A Common Stock Option on each of the applicable
anniversaries of the Effective Dates as set forth above shall be conditioned on:
(i) the continuation of the Optionee's services under the Vice Chairman
Agreement as of such anniversary of the Effective Date, (ii) with respect to 50%
of the Option Shares (i.e., 55 Option Shares on such anniversary of the
Effective Date), the Company having satisfied the economic performance targets
established by the Board and communicated to the Optionee as of the end of the
Company's fiscal year immediately preceding the applicable anniversary of the
Effective Date, and (iii) such other terms and conditions as are set forth in
this Agreement, the Plan, the Vice Chairman Agreement and the Stockholders
Agreement.
Class B Common Stock Option Vesting (Exercise Price Per Share - $100.00)
---------------- --------------- ---------------- --------------- --------------- ---------------- ---------------
First Second Third Fourth Fifth
As of the Anniversary Anniversary of Anniversary Anniversary Anniversary of
Effective Date of the the Effective of the of the the Effective
Effective Date Date Effective Date Effective Date Date TOTAL
---------------- --------------- ---------------- --------------- --------------- ---------------- ---------------
11,188 Option 2,236 Option 2,236 Option 2,236 Option 2,236 Option 2,236 Option 22,368 Option
Shares Shares** Shares** Shares** Shares** Shares** Shares
---------------- --------------- ---------------- --------------- --------------- ---------------- ---------------
** Vesting in the Class B Common Stock Options on each of the applicable
anniversaries of the Effective Dates as set forth above shall be conditioned on:
(i) the continuation of the Optionee's services under the Vice Chairman
Agreement as of such anniversary of the Effective Date, (ii) with respect to 50%
of such Option Shares (i.e., 1,118 Option Shares on such anniversary of the
Effective Date), the Company having satisfied the economic performance targets
established by the Board and communicated to the Optionee as of the end of the
Company's fiscal year immediately preceding the applicable anniversary of the
Effective Date and (iii) such other terms and conditions as are set forth in
this Agreement, the Plan, the Vice Chairman Agreement and the Stockholders
Agreement.
