Exhibit 99.4
XXXXX.XXX, INC.
1999 NON-OFFICER STOCK OPTION/STOCK ISSUANCE PLAN
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into, and are
hereby made a part of, that certain Stock Option Agreement (the "Option
Agreement") by and between Xxxxx.xxx, Inc. (the "Corporation") and ("Optionee")
evidencing the stock option (the "Option") granted on , _______ to Optionee
under the terms of the Corporation's 1999 Non-Officer Stock Option/Stock
Issuance Plan, and such provisions shall be effective immediately. All
capitalized terms in this Addendum, to the extent not otherwise defined herein,
shall have the meanings assigned to them in the Option Agreement.
INVOLUNTARY TERMINATION
FOLLOWING CHANGE IN CONTROL
1. To the extent the Option does not accelerate, in connection
with a Change in Control, the Option shall continue, over Optionee's period of
Service after the Change in Control, to become exercisable for the Option Shares
in one or more installments in accordance with the provisions of the Option
Agreement. However, immediately upon an Involuntary Termination of Optionee's
Service within twelve (12) months following such Change in Control, the Option
(or any replacement grant), to the extent outstanding at the time but not
otherwise fully exercisable, shall automatically accelerate so that the Option
shall become immediately exercisable for all the Option Shares at the time
subject to the Option and may be exercised for any or all of those shares as
fully vested shares of Common Stock.
2. The Option as accelerated under Paragraph 1 shall remain so
exercisable until the EARLIER of (i) the Expiration Date or (ii) the expiration
of the one (1)-year period measured from the effective date of Optionee's
Involuntary Termination.
3. For purposes of this Addendum, an INVOLUNTARY TERMINATION
shall mean the termination of Optionee's Service by reason of:
(i) Optionee's involuntary dismissal or discharge by
the Corporation for reasons other than Misconduct, or
(ii) Optionee's voluntary resignation following (A) a
change in Optionee's position with the Corporation (or Parent
or Subsidiary employing Optionee) which materially reduces
Optionee's duties and responsibilities, (B) a reduction in
Optionee's level of compensation (including base salary,
fringe benefits and target bonus under any performance based
bonus or incentive programs), or (C) a relocation of
Optionee's place of employment by more than fifty (50) miles,
provided and only if such change, reduction or relocation is
effected without Optionee's consent. Notwithstanding the
foregoing, Optionee's
voluntary resignation following (I) a relocation shall not be
considered an Involuntary Termination if the relocation is
part of a general relocation of a significant portion of the
operations of the Corporation (or Parent or Subsidiary
employing Optionee) or of the department or division in which
Optionee is employed to a location in the United States and if
expenses reasonably incurred by Optionee in connection with
such relocation are to be reimbursed by the Corporation or any
successor entity or (II) a general reduction in the level of
base salary, target bonuses or fringe benefits which is
applied to all or substantially all of the employees of the
Corporation (or Parent or Subsidiary employing Optionee) in
connection with a cost reduction program shall not constitute
an Involuntary Termination. A resignation that does not
constitute an Involuntary Termination under clause (I) shall
be referred to as the "Group Relocation."
4. The provisions of Paragraph 2 of this Addendum shall govern
the period for which the Option is to remain exercisable following the
Involuntary Termination of Optionee's Service within twelve (12) months after
the Change in Control and shall supersede any provisions to the contrary in
Paragraph 5 of the Option Agreement.
5. In the event of Optionee's voluntary resignation during the
twelve (12)-month period following a Change in Control due to a Group
Relocation, then to the extent the resignation occurs during the period when the
Option is exercisable in annual installments, the Option shall, immediately
prior to such resignation, become exercisable for the number of Option Shares
determined by multiplying (i) the number of Option Shares for which the Option
is to become exercisable on the next annual exercise date by (ii) the lesser of
(A) 1 or (B) the fraction obtained by dividing the number of months elapsed from
the effective date of the Change in Control by 12.
ACCELERATION UPON
HOSTILE TAKE-OVER
6. Immediately prior to the effective date of a Hostile
Take-Over, the Option, to the extent outstanding at the time but not otherwise
fully exercisable, shall accelerate so that the Option shall become exercisable
for all the Option Shares at the time subject to the Option and may be exercised
for any or all of those shares as fully-vested shares of Common Stock. The
Option, as so accelerated, shall remain exercisable until the Expiration Date or
sooner termination of the option term as provided in the Option Agreement.
7. A Hostile Take-Over shall mean:
(i) the acquisition, directly or indirectly, by any
person or related group of persons (other than the Corporation
or a person that directly or indirectly controls, is
controlled by, or is under common control with, the
Corporation) of beneficial ownership (within the meaning of
Rule 13d-3 of the 1934 Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the
Corporation's
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outstanding securities pursuant to a tender or exchange offer
made directly to the Corporation's stockholders which the
Board does not recommend such stockholders to accept, or
(ii) a change in the composition of the Board over a
period of thirty-six (36) consecutive months or less such that
a majority of the Board members ceases, by reason of one or
more contested elections for Board membership, to be comprised
of individuals who either (A) have been Board members
continuously since the beginning of such period or (B) have
been elected or nominated for election as Board members during
such period by at least a majority of the Board members
described in clause (A) who were still in office at the time
the Board approved such election or nomination.
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