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EXHIBIT 10.14
TCI MUSIC, INC.
1997 STOCK INCENTIVE PLAN
FORM OF NON-QUALIFIED STOCK OPTION AND
STOCK APPRECIATION RIGHTS AGREEMENT
THIS AGREEMENT (this "Agreement") is made as of the ___ day of July,
1997 (the "Effective Grant Date"), by and between TCI MUSIC, INC., a Delaware
corporation (the "Company"), and the person signing adjacent to the caption
"Grantee" on the signature page hereof (the "Grantee").
The Company has adopted the TCI Music, Inc. 1997 Stock Incentive Plan
(the "Plan"), a copy of which is attached to this Agreement as Exhibit A and by
this reference made a part hereof, for the benefit of certain eligible persons
as set forth in the Plan. Capitalized terms used and not otherwise defined
herein shall have the meaning ascribed thereto in the Plan.
Pursuant to the Plan, the Committee has determined that it is in the
interests of the Company and its stockholders to grant the options and rights
provided herein in order to provide Grantee with additional remuneration for
services rendered, to encourage Grantee to remain in the employ of the Company
or its Subsidiaries and/or to increase Grantee's personal interest in the
continued success and progress of the Company by providing a method whereby
Grantee is encouraged to invest in the capital stock of the Company.
The Company and Grantee therefore agree as follows:
1. GRANT OF OPTION; OPTION TERM. Subject to the terms and conditions
herein, the Company grants to the Grantee during the period commencing on the
Effective Grant Date and expiring at 5:00 p.m., Denver, Colorado time ("Close of
Business") on _________, 2007, the tenth anniversary of the Effective Grant Date
(the "Option Term"), subject to earlier termination as provided in paragraphs 8
and 12(b) below, an option to purchase from the Company, at the price per share
set forth on Schedule 1 hereto (the "Series A Stock Option Price"), the number
of shares of Series A Common Stock of the Company ("Series A Stock") set forth
on said Schedule 1 (the "Series A Stock Option Shares"). The Series A Stock
Option Price and Series A Stock Option Shares are subject to adjustment pursuant
to paragraph 12 below. This option is as a "Nonqualified Stock Option" and is
hereinafter referred to as the "Series A Stock Option".
2. GRANT OF STOCK APPRECIATION RIGHTS. Subject to the terms and
conditions herein and in tandem with the
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Series A Stock Option, the Grantee shall also have, during the Option Term,
subject to earlier termination as provided in paragraphs 8 and 12(b) below, a
stock appreciation right with respect to each Series A Stock Option Share
(individually, a "Series A Stock Tandem SAR" and collectively, the "Series A
Stock Tandem SARs"). Upon exercise of a Series A Stock Tandem SAR in accordance
with this Agreement, the Company shall, subject to paragraph 6 below, make
payment as follows:
(a) the amount of payment shall equal the amount by which the
Fair Market Value of the Series A Stock Option Share on the date of
exercise of the Series A Stock Tandem SAR exceeds the Series A Stock
Option Price; and
(b) payment of the amount determined in accordance with clause
(a) shall be made in the sole discretion of the Committee in shares of
Series A Stock (valued at their Fair Market Value as of the date of
exercise of such Series A Stock Tandem SAR), in cash, or partly in cash
and partly in shares of Series A Stock.
3. REDUCTION UPON EXERCISE. The exercise of any number of Series A
Stock Tandem SARs shall cause a corresponding reduction in the number of Series
A Stock Option Shares which shall apply against the Series A Stock Option Shares
then available for purchase. The exercise of the Series A Stock Option to
purchase any number of Series A Stock Option Shares shall cause a corresponding
reduction in the number of Series A Stock Tandem SARs.
4. CONDITIONS OF EXERCISE; VESTING. The Series A Stock Option and
Series A Stock Tandem SARs are exercisable only in accordance with the
conditions stated in this paragraph.
(a) Except as otherwise provided in paragraph 12(b) below or
in the last sentence of this subparagraph (a), the Series A Stock
Option may only be exercised to the extent the Series A Stock Option
Shares have become available for purchase in accordance with the
following schedule:
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Percentage of Series A Stock Option
Date Shares Available for Purchase
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Effective Grant Date 20%
First Anniversary of Effective Grant Date 40%
Second Anniversary of Effective Grant Date 60%
Third Anniversary of Effective Grant Date 80%
Fourth Anniversary of Effective Grant Date 100%
Notwithstanding the foregoing, all Series A Stock Option Shares shall
become available for purchase if during the Option Term Grantee's
employment with the Company and its Subsidiaries (i) shall terminate
by reason of (x) termination by the Company or any Subsidiary without
cause (as defined in Section 11.2(b) of the Plan), (y) termination by
Grantee for good reason (as defined herein) or (z) Disability, (ii)
shall terminate pursuant to provisions of a written employment
agreement, if any, between the Grantee and the Company which expressly
permits the Grantee to terminate such employment upon the occurrence
of specified events (other than the giving of notice and passage of
time), or (iii) shall terminate because Grantee dies while employed by
the Company or a Subsidiary.
(b) A Series A Stock Tandem SAR with respect to a Series A
Stock Option Share shall be exercisable only if the Series A Stock
Option Share is then available for purchase in accordance with
subparagraph (a).
(c) To the extent the Series A Stock Option or Series A Stock
Tandem SARs become exercisable, such Series A Stock Option or Series A
Stock Tandem SARs may be exercised in whole or in part (at any time or
from time to time, except as otherwise provided herein) until
expiration of the Option Term or earlier termination thereof.
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(d) Grantee acknowledges and agrees that the Committee may, in
its discretion and as contemplated by Section 7.5 of the Plan, adopt
rules and regulations from time to time after the date hereof with
respect to the exercise of Series A Stock Tandem SARs and that the
exercise by Grantee of the Series A Tandem SARs will be subject to the
further condition that such exercise is made in accordance with all
such rules and regulations as the Committee may determine are
applicable thereto.
5. MANNER OF EXERCISE. The Series A Stock Option or a Series A Stock
Tandem SAR may be exercised only by delivering to the Company all of the
following and shall be considered exercised (as to the number of Series A Stock
Option Shares or Series A Stock Tandem SARs specified in the notice referred to
in subparagraph (a) below) on the later of (i) the date of exercise designated
in the written notice referred to in subparagraph (a) below (or if the date so
designated is not a business day, the first business day following such date) or
(ii) the first business day on which the Company has received all of the
following:
(a) Written notice, in such form as the Committee may require,
stating that Grantee is exercising the Series A Stock Option and/or the
Series A Stock Tandem SAR, setting forth the date of such exercise and
designating, among other things, the date of exercise, the number of
Series A Stock Option Shares to be purchased and/or the number of
Series A Stock Tandem SARs to be exercised; the aggregate purchase
price to be paid by Grantee (in the case of the exercise of Series A
Stock Option Shares) and the manner in which such payment is being
paid;
(b) If the Series A Stock Option is to be exercised, payment
of the Series A Stock Option Price for each Series A Stock Option Share
to be purchased in cash or in such other form, or combination of forms,
of payment contemplated by Section 6.6(a) of the Plan as the Committee,
in its sole discretion, may permit;
(c) Payment of, or other provision acceptable to the Committee
for, any and all withholding taxes required to be withheld by the
Company upon such exercise in accordance with paragraph 6 hereof; and
(d) Any other documentation that the Committee may reasonably
require (including, without limitation, proof satisfactory to the
Committee that the Award is then exercisable for the number of Series A
Stock Option Shares or Series A Stock Tandem SARs).
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6. MANDATORY WITHHOLDING FOR TAXES. It shall be a condition precedent
to any exercise of the Series A Stock Option Shares or the Series A Stock Tandem
SARs that Grantee make provision acceptable to the Company and in accordance
with the Plan for the payment or withholding of any and all federal, state and
local taxes and other amounts required to be withheld by the Company to satisfy
the tax liability associated with such exercise, as determined by the Board.
7. DELIVERY BY THE COMPANY. As soon as practicable after receipt of all
items referred to in paragraph 5, and subject to the withholding referred to in
paragraph 6, the Company shall deliver to the Grantee certificates issued in
Grantee's name for the number of Series A Stock Option Shares purchased by
exercise of the Series A Stock Option and for the number of shares of Series A
Stock to which the Grantee is entitled by the exercise of Series A Stock Tandem
SARs and any cash payment to which the Grantee is entitled by the exercise of
Series A Stock Tandem SARs. If delivery is by mail, delivery of shares of Series
A Stock shall be deemed effected for all purposes when a stock transfer agent of
the Company shall have deposited the certificates in the United States mail,
addressed to the Grantee, and any cash payment shall be deemed effected when a
Company check, payable to Grantee and in an amount equal to the amount of the
cash payment, shall have been deposited in the United States mail, addressed to
the Grantee.
8. EARLY TERMINATION OF OPTION AND TANDEM SARS. Unless otherwise
determined by the Committee, in its sole discretion, the Series A Stock Option
and Series A Stock Tandem SARs shall terminate, prior to the expiration of the
Series A Stock Option Term, at the time specified below:
(a) If Grantee's employment with the Company and its
Subsidiaries terminates (i) other than (x) by the Company for "cause"
(as defined in Section 11.2(b) of the Plan) (see (d) below), (y) by the
Grantee with "good reason" (as defined herein) (see (e) below) or (z)
by the Company without cause (see (e) below), and (ii) other than (x)
by reason of death or Disability (see (b) and (c) below), (y) with the
written consent of the Company or the applicable Subsidiary (see (e)
below) or (z) without such consent if such termination is pursuant to
provisions of a written employment agreement (see (e) below), if any,
between the Grantee and the Company which expressly permit the Grantee
to terminate such employment upon the occurrence of specified events
(other than the giving of notice and passage of time), then the Series
A Stock Option and all Series A Stock Tandem SARs shall terminate at
the Close of Business on the first business day following the
expiration of the 90-day period which began on the date of termination
of Grantee's employment;
(b) If Grantee dies while employed by the Company or a
Subsidiary, or prior to the expiration of a period of time following
termination of Grantee's employment during which the Series A Stock
Option and Series A Stock Tandem SARs remain exercisable as provided in
paragraph (a), the Series A Stock Option and all Series A Stock Tandem
SARs shall terminate at the Close of Business on the first business day
following the expiration of the one-year period which began on the date
of death;
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(c) If Grantee's employment with the Company and its
Subsidiaries terminates by reason of Disability, then the Series A
Stock Option and all Series A Stock Tandem SARs shall terminate at the
Close of Business on the first business day following the expiration of
the one-year period which began on the date of termination of Grantee's
employment;
(d) If Grantee's employment with the Company and its
Subsidiaries is terminated by the Company for "cause" (as defined in
Section 11.2(b) of the Plan), then the Series A Stock Option and all
Series A Stock Tandem SARs shall terminate immediately upon such
termination of Grantee's employment; or
(e) If Grantee's employment (i) is terminated by Grantee (x)
with "good reason" (as defined herein), (y) with the written consent of
the Company or the applicable Subsidiary or (z) pursuant to provisions
of a written employment agreement, if any, between the Grantee and the
Company which expressly permit the Grantee to terminate such employment
upon the occurrence of specified events (other than the giving of
notice and passage of time), or (ii) by the Company without "cause" (as
defined in Section 11.2(b) of the Plan), then the Series A Stock Option
Term shall terminate early only as provided for in paragraph 8(b) above
or 12(b) below or as provided pursuant to the terms of any such written
employment agreement.
In any event in which the Series A Stock Option and Series A Stock
Tandem SARs remain exercisable for a period of time following the date of
termination of Grantee's employment as provided above, the Series A Stock
Option and Series A Stock Tandem SARs may be exercised during such period of
time only to the extent the same were exercisable as provided in paragraph 4
above on such date of termination of Grantee's employment. A change of
employment is not a termination of employment within the meaning of this
paragraph 8 provided that, after giving effect to such change, the Grantee
continues to be an employee of the Company or any Subsidiary. Notwithstanding
any period of time referenced in this paragraph 8 or any other provision of
this paragraph to the contrary, the Series A Stock Option and all Series A
Stock Tandem SARs shall in any event terminate upon the expiration of the
Option Term.
"Good reason" for purposes of the Agreement shall be deemed to have
occurred upon the happening of any of the following:
(i) any reduction in Grantee's annual rate of salary;
(ii) either (x) a failure of the Company to continue in effect
any employee benefit plan in which Grantee was participating or (y) the
taking of any action by the Company that would adversely affect
Grantee's participation in, or materially reduce Grantee's benefits
under, any such employee benefit plan, unless
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such failure or such taking of any action, adversely affects the
senior members of the corporate management of the Company generally;
(iii) the assignment to Grantee of duties and responsibilities
that are materially more oppressive or onerous than those attendant to
Grantee's position immediately after the date hereof;
(iv) the relocation of the office location as assigned to
Grantee by the Company to a location more than 20 miles from Grantee's
then current location without Grantee's consent; or
(v) the failure of the Company to obtain, prior to the time of
any reorganization, merger, consolidation, disposition of all or
substantially all of the assets of the Company or similar transaction
effective after the date hereof, in which the Company is not the
surviving person, the unconditional assumption in writing or by
operation of law of the Company's obligations to Grantee under this
Agreement by each direct successor to the Company in any such
transaction.
9. AUTOMATIC EXERCISE OF SERIES A STOCK TANDEM SARS. Immediately prior
to the termination of the Series A Stock Option, as provided in paragraph 8
above, or the expiration of the Option Term, all remaining Series A Stock Tandem
SARs shall be deemed to have been exercised by the Grantee.
10. NONTRANSFERABILITY OF SERIES A STOCK OPTION AND SERIES A STOCK
TANDEM SARS. During Grantee's lifetime, the Series A Stock Option and Series A
Stock Tandem SARs are not transferable (voluntarily or involuntarily) other than
pursuant to a domestic relations order and, except as otherwise required
pursuant to a domestic relations order, are exercisable only by the Grantee or
Grantee's court appointed legal representative. The Grantee may designate a
beneficiary or beneficiaries to whom the Series A Stock Option and Series A
Stock Tandem SARs shall pass upon Grantee's death and may change such
designation from time to time by filing a written designation of beneficiary or
beneficiaries with the Committee on the form annexed hereto as Exhibit B or such
other form as may be prescribed by the Committee, provided that no such
designation shall be effective unless so filed prior to the death of Grantee. If
no such designation is made or if the designated beneficiary does not survive
the Grantee's death, the Series A Stock Option and Series A Stock Tandem SARs
shall pass by will or the laws of descent and distribution. Following Grantee's
death, the Series A Stock Option and any Series A Stock Tandem SARs, if
otherwise exercisable, may be exercised by the person to whom such option or
right passes according to the foregoing and such person shall be deemed the
Grantee for purposes of any applicable provisions of this Agreement.
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11. NO SHAREHOLDER RIGHTS; NO GUARANTEE OF EMPLOYMENT.
(a) The Grantee shall not be deemed for any purpose to be, or
to have any of the rights of, a stockholder of the Company with respect
to any shares of Series A Stock as to which this Agreement relates
until such shares shall have been issued to Grantee by the Company.
Furthermore, the existence of this Agreement shall not affect in any
way the right or power of the Company or its stockholders to accomplish
any corporate act, including, without limitation, the acts referred to
in Section 11.17 of the Plan.
(b) Nothing contained in this Agreement, and no action by the
Company or the Committee with respect hereto, shall confer or be
construed to confer on Grantee any right to continue in the employ of
the Company or any Subsidiary or interfere in any way with the right of
the Company or any employing Subsidiary to terminate Grantee's
employment at any time, with or without "cause."
12. ADJUSTMENTS.
(a) The Series A Stock Option and Series A Stock Tandem SARs
shall be subject to adjustment (including, without limitation, as to
the number of Series A Stock Option Shares and the Series A Stock
Option Price per share) in the sole discretion of the Committee and in
such manner as the Committee may deem equitable and appropriate in
connection with the occurrence of any of the events described in
Section 4.2 of the Plan following the Effective Grant Date; provided,
however, that adjustments shall be made to the Series A Stock Option
if, and in the same manner that, adjustments are being made in
connection with the occurrence of any such event to any other option
granted under the Plan. Adjustments to the Option Price shall be made
on a per share basis so that the aggregate remaining Series A Stock
Option Price is unchanged.
(b) In the event of any Approved Transaction, Board Change or
Control Purchase, the Series A Stock Option and all Series A Stock
Tandem SARs shall become exercisable in full without regard to
paragraph 4(a); provided, however, that to the extent not theretofore
exercised the Series A Stock Option and all Series A Stock Tandem SARs
shall terminate upon the first to occur of the consummation of the
Approved Transaction, the expiration of the Series A Stock Option Term
or the earlier termination of the Series A Stock Option and Series A
Stock Tandem SARs pursuant to paragraph 8 hereof. Notwithstanding the
foregoing, the Committee may, in its discretion, determine that the
Series A Stock Option and Series A Stock Tandem SARs will not become
exercisable on an accelerated basis in connection with an Approved
Transaction and/or will not terminate if not exercised prior to
consummation of the Approved Transaction, if the Board or the surviving
or acquiring corporation, as the case may be, shall have taken or made
effective provision for the taking of such action as in the opinion of
the Committee is equitable and appropriate to substitute a new Award
for the Award evidenced by this Agreement or to assume this Agreement
and the Award evidenced hereby and in order to make such new or assumed
Award, as nearly as may be practicable, equivalent to the Award
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evidenced by this Agreement as then in effect (but before giving effect
to any acceleration of the exercisability hereof unless otherwise
determined by the Committee), taking into account, to the extent
applicable, the kind and amount of securities, cash or other assets
into or for which the Series A Stock may be changed, converted or
exchanged in connection with the Approved Transaction.
13. RESTRICTIONS IMPOSED BY LAW. Grantee acknowledges that neither the
Series A Stock Option nor any of the Series A Stock Option Shares has been
registered under the Securities Act of 1933 and that the Series A Stock Option
Shares may not be transferred in the absence of such registration or the
availability of an exemption therefrom under such Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Neither the Company nor any other person shall have any obligation to register
any Series A Stock Option Shares, or any transfer of Series A Stock Option
Shares, under the Securities Act of 1933, the Securities Exchange Act of 1934 or
any other state or federal securities law. Certificates representing Series A
Stock Option Shares purchased by Grantee hereunder may bear such restrictive and
other legends as counsel for the Company shall require in order to insure
compliance with any such law or any rule or regulation promulgated thereunder.
Without limiting the generality of Section 11.9 of the Plan, the Grantee agrees
that Grantee will not exercise the Series A Stock Option or any Series A Stock
Tandem SAR and that the Company will not be obligated to deliver any shares of
Series A Stock or make any cash payment, if counsel to the Company determines
that such exercise, delivery or payment would violate any applicable law or any
rule or regulation of any governmental authority or any rule or regulation of,
or agreement of the Company with, any securities exchange or association upon
which the Series A Stock is listed or quoted. The Company shall in no event be
obligated to take any affirmative action in order to cause the exercise of the
Series A Stock Option or any Series A Stock Tandem SAR or the resulting delivery
of shares of Series A Stock or other payment to comply with any such law, rule,
regulation or agreement.
14. NOTICE. Unless the Company notifies the Grantee in writing of a
different procedure, any notice or other communication to the Company with
respect to this Agreement shall be in writing and shall be:
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(a) delivered personally to the following address:
TCI Music, Inc.
c/o Liberty Media Corporation
0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
or
(b) sent by first class mail, postage prepaid and addressed
as follows:
TCI Music, Inc.
c/o Tele-Communications, Inc.
0000 XXX Xxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Legal Department
Any notice or other communication to the Grantee with respect to this Agreement
shall be in writing and shall be delivered personally, or shall be sent by first
class mail, postage prepaid, to Grantee's address as listed in the records of
the Company on the Effective Grant Date, unless the Company has received written
notification from the Grantee of a change of address.
15. AMENDMENT. Notwithstanding any other provisions hereof, this
Agreement may be supplemented or
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amended from time to time as approved by the Committee as contemplated by
Section 11.8 of the Plan. Without limiting the generality of the foregoing,
without the consent of the Grantee,
(a) this Agreement may be amended or supplemented (i) to cure
any ambiguity or to correct or supplement any provision herein which
may be defective or inconsistent with any other provision herein, or
(ii) to add to the covenants and agreements of the Company for the
benefit of Grantee or surrender any right or power reserved to or
conferred upon the Company in this Agreement, subject, however, to any
required approval of the Company's stockholders and, provided, in each
case, that such changes or corrections shall not adversely affect the
rights of Grantee with respect to the Award evidenced hereby, or (iii)
to make such other changes as the Company, upon advice of counsel,
determines are necessary or advisable because of the adoption or
promulgation of, or change in or of the interpretation of, any law or
governmental rule or regulation, including any applicable federal or
state securities laws; and
(b) subject to Section 11.8 of the Plan and any required
approval of the Company's stockholders, the Award evidenced by this
Agreement may be cancelled by the Committee and a new Award made in
substitution therefor, provided that the Award so substituted shall
satisfy all of the requirements of the Plan as of the date such new
Award is made and no such action shall adversely affect the Series A
Stock Option or any Series A Stock Tandem SAR to the extent then
exercisable.
16. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of Delaware.
17. CONSTRUCTION. References in this Agreement to "this Agreement" and
the words "herein," "hereof," "hereunder" and similar terms include all Exhibits
and Schedules appended hereto, including the Plan. This Agreement is entered
into, and the Award evidenced hereby is granted, pursuant to the Plan and shall
be governed by and construed in accordance with the Plan and the administrative
interpretations adopted by the Committee thereunder. All decisions of the
Committee upon questions regarding the Plan or this Agreement shall be
conclusive. Unless otherwise expressly stated herein, in the event of any
inconsistency between the terms of the Plan and this Agreement, the terms of the
Plan shall control. The headings of the paragraphs of this Agreement have been
included for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions
hereof.
18. DUPLICATE ORIGINALS. The Company and the Grantee may sign any
number of copies of this Agreement. Each signed copy shall be an original, but
all of them together represent the same agreement.
19. RULES BY COMMITTEE. The rights of the Grantee and obligations of
the Company hereunder shall be subject to such reasonable rules and regulations
as the Committee may adopt from time to time hereafter.
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20. ENTIRE AGREEMENT. This Agreement is in satisfaction of and in lieu
of all prior discussions and agreements, oral or written, between the Company
and Grantee regarding the subject matter hereof. Grantee and the Company hereby
declare and represent that no promise or agreement not herein expressed has been
made and that this Agreement contains the entire agreement between the parties
hereto with respect to the Series A Stock Options and Series A Stock Tandem SARs
and replaces and makes null and void any prior agreements between Grantee and
the Company regarding the Series A Stock Options.
21. GRANTEE ACCEPTANCE. Grantee shall signify acceptance of the terms
and conditions of this Agreement by signing in the space provided at the end
hereof and returning a signed copy to the Company.
TCI MUSIC, INC.
By:
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Name:
-----------------------------------
Title:
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ACCEPTED:
----------------------------------------
Name:
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Schedule 1 to Non-Qualified Stock Option
and Stock Appreciation Rights Agreement
dated as of July __, 1997
TCI MUSIC, INC. 1997 INCENTIVE PLAN
Grantee:
Grant Date: July __, 1997
Option Price: $6.25 per share
Option Shares: __________ shares of Series A TCI Music Common Stock
("Series A Stock"), $_____ par value per share.
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Exhibit A to Non-Qualified Stock Option
and Stock Appreciation Rights Agreement
dated as of July __, 1997
TCI MUSIC, INC. 1997 INCENTIVE PLAN
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Exhibit B to Non-Qualified Stock Option
and Stock Appreciation Rights Agreement
dated as of July __, 1997
TCI MUSIC, INC. 1997 INCENTIVE PLAN
DESIGNATION OF BENEFICIARY
I, (the "Grantee"), hereby declare
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that upon my death (the "Beneficiary") of
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Name
-----------------------------------------------------------------------------,
Xxxxxx Xxxxxxx Xxxx Xxxxx Zip Code
who is my , shall be entitled to the
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Relationship to Grantee
Series A Stock Option, Series A Stock Tandem SARs and all other rights accorded
the Grantee by the above-referenced grant agreement (the "Agreement").
It is understood that this Designation of Beneficiary is made pursuant
to the Agreement and is subject to the conditions stated herein, including the
Beneficiary's survival of the Grantee's death. If any such condition is not
satisfied, such rights shall devolve according to the Grantee's will or the laws
of descent and distribution.
It is further understood that all prior designations of beneficiary
under the Agreement are hereby revoked and that this Designation of Beneficiary
may only be revoked in writing, signed by the Grantee, and filed with the
Company prior to the Grantee's death.
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Date Grantee
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