EXHIBIT 10.1
XXXXX EQUITY, INC.
STOCK OPTION AWARD AGREEMENT
This Stock Option Award Agreement (this "Agreement"), dated July 1,
2000, is made between XXXXX EQUITY, INC., a Florida corporation (the "Company"),
and XXXXXXXXXXX X. XXXXXX "Optionee").
W I T N E S S E T H:
1. Grant of Option. The Company hereby grants to the Optionee,
subject to the terms and conditions set forth herein, the right and option to
purchase from the Company all or any part of an aggregate of 200,000 shares of
the common stock of the Company, par value $.01 per share (the "Stock"), at a
per share purchase price equal to $17.5625 (the "Option"), such Option to be
exercisable as hereinafter provided. Notwithstanding the foregoing, the number
of shares of Stock subject to the Option and the per share purchase price of the
Option shall be adjusted as provided in Section 5 hereof. The Option shall not
be treated as an "incentive stock option," as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
2. Terms and Conditions. It is understood and agreed that the
Option evidenced hereby is subject to the following terms and conditions:
(a) Expiration Date. The Option shall expire ten (10)
years after the date first indicated above.
(b) Exercise of Option.
(i) Subject to the other terms of this
Agreement, the Option may be exercised on or after the dates indicated
below as to that fraction of the total shares of Stock subject to the
Option as set forth below opposite each such date plus any shares of
Stock as to which the Option could have been exercised previously, but
was not so exercised:
Date Fraction
---- --------
July 1, 2001 one-third (1/3)
July 1, 2002 one-third (1/3)
July 1, 2003 one-third (1/3)
(ii) Notwithstanding the foregoing provisions of
this Section 2(b), but subject to Section 2(a) and 2(d) hereof,
immediately prior to the occurrence of a Change of Control, the Option
shall become fully exercisable as to the full number of shares set
forth in Section 1 hereof with respect to which the Option was not
previously exercised.
(iii) Any exercise of all or any part of the
Option shall be accompanied by a written notice to the Company
specifying the number of shares of Stock as to which
the Option is being exercised. Upon the valid exercise of all or any
part of the Option, a certificate (or certificates) for the number of
shares of Stock with respect to which the Option is exercised shall be
issued in the name of the Optionee or other person entitled to exercise
the Option, subject to the other terms and conditions of this
Agreement. Notation of any partial exercise shall be made by the
Company on Schedule 1 attached hereto.
(c) Consideration. At the time of any exercise of the
Option, the purchase price of the shares of Stock as to which the Option shall
be exercised shall be paid to the Company in (i) in cash or by certified,
cashiers or such other check acceptable to the Company, bank draft or money
order; (ii) if permitted by applicable law and approved by the Company, in
shares of Stock, duly endorsed for transfer to the Company, previously acquired
and currently owned by the Optionee (or by the Optionee and his spouse jointly)
and purchased or held for the requisite period of time as necessary to avoid a
charge to the Company's earnings for financial reporting purposes, having a
total fair market value (as determined by the Company in its good faith
discretion) on the date of such exercise equal to such purchase price of such
shares of Stock; (iii) if the shares of Stock are traded on a national
securities exchange, the NASDAQ Stock Market, Inc. or quoted on a national
quotation system by the National Association of Securities Dealers, and, in any
case, if permitted by applicable law and approved by the Company, through a
"cashless exercise" procedure whereby the Optionee may deliver irrevocable
instructions to a broker to deliver promptly to the Company cash in an amount
equal to such purchase price of such shares of Stock and any taxes required as a
result of such exercise, (iv) subject to the approval of the Company, by such
other provisions as the Company may from time to time authorize; or (v) a
combination of the consideration provided for in the foregoing clauses (i)
through (iv).
(d) Exercise Upon Death, Disability or Termination of
Employment. The Option shall terminate upon the termination, for any reason, of
the Optionee's employment with the Company and its subsidiaries, and no shares
of Stock may thereafter be purchased under the Option except as follows:
(i) In the event of the death of the Optionee
while an employee of the Company or a subsidiary of the Company, the
Option shall become fully exercisable as to the full number of shares
set forth in the Section 1 hereof with respect to which the Option was
not previously exercised, and the Option may be exercised after his
death by his designated beneficiary, his heir, the legal representative
of the Optionee's estate or by the legatee of the Optionee under his
last will, but may not be exercised after the expiration of the period
of twelve (12) months from the date of death or of the stated period of
the Option, whichever period is the shorter.
(ii) If the Optionee's employment with the
Company or a subsidiary of the Company shall terminate by reason of
total disability (as determined under the Company's Policy Manual), the
Option shall become fully exercisable as to the full number of shares
set forth in Section 1 hereof with respect to which the Option was not
previously exercised, and the Option may be exercised after such
termination until expiration of the stated period of the Option.
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(iii) If the Optionee's employment with the
Company or a subsidiary of the Company is terminated by reason of the
Optionee's retirement after attaining both five (5) years of continuous
service as an employee of the Company and/or a subsidiary of the
Company and 59 1/2 years of age, the Option, to the extent exercisable
in accordance with Section 2(b) hereof as of the date of such
retirement, or thereafter becoming exercisable under Section 2(b)
hereof, may be exercised after such retirement until expiration of the
stated period of the Option.
(iv) If the Company or a subsidiary of the
Company terminates the Optionee's employment and such termination is
not For Cause, or the Optionee terminates his employment with the
Company or such a subsidiary for Optionee Cause, the Option shall
become fully exercisable as to the full number of shares set forth in
Section 1 hereof with respect to which the Option was not previously
exercised and may be exercised in whole or in part after such
termination until expiration of the stated period of the Option.
(v) If the Optionee's employment with the
Company or any subsidiary of the Company terminates under any
circumstances other than the reasons set forth in Section 2(d) (i),
(ii), (iii) or (iv) above, the Option shall automatically, without any
further action required by the Company, terminate on the date of such
termination of employment and no shares of Stock may thereafter be
purchased under the Option; provided, however, that the Company may, in
its sole discretion, provide that the Option, to the extent exercisable
in accordance with Section 2(b) hereof as of the date of such
termination, may be exercised after such termination of employment but
may not be exercised after the earlier to occur of the expiration of
the period specified by the Company or expiration of the stated period
of the Option.
(vi) If the Optionee dies after termination of
his employment under paragraph (ii), (iii), (iv) or (v) of this Section
2(d) above, the Option, to the extent the Option would have been
exercisable in accordance with such applicable paragraph (ii), (iii),
(iv) or (v) as of the date of the Optionee's death, may be exercised
after his death by his designated beneficiary, his heir, the legal
representative of his estate or by the legatee of the Optionee under
his last will until the expiration of the period of twelve (12) months
from the date of his death or of the stated period of the Option,
whichever period is the shorter.
(e) Nontransferability. The Option shall not be
transferable otherwise than by will or the laws of descent and distribution, and
is exercisable, during the lifetime of the Optionee, only by him; provided that
the Option may be exercised after the Optionee's death by the beneficiary most
recently named by the Optionee in a written designation thereof filed by the
Optionee with the Company. Notwithstanding the immediately preceding sentence to
the contrary, the Optionee may, upon providing written notice to the Company,
and with the Company's consent, elect to transfer all or any portion of the
Option to members of the Executive's immediate family, including, but not
limited to, his children, grandchildren and spouse, or to trusts for the
exclusive benefit of any such immediate family members and/or the Optionee, to
partnerships or limited liability companies in which any such immediate family
members and/or the Optionee are the only partners or members, or similar
entities in the Company's discretion; provided, however, that (i) no such
transfer by the Optionee may be made
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in exchange for consideration, and (ii) following any such transfer, the Option
may not be subsequently transferred by any transferee, otherwise than by will or
the laws of descent and distribution, and provided further that, following any
such transfer, the provisions of paragraph (d) of this Section 2 shall continue
to be applied with respect to the Optionee, and exercise of the Option by any
transferee of the Option shall continue at all times to be governed by the terms
and conditions of this Agreement.
(f) Withholding Taxes. At the time of receipt of Stock
upon the exercise of all or any part of the Option, the Optionee shall be
required to pay to the Company in cash (or make other arrangements, as may be
permitted by the Company in its discretion, for the satisfaction of) any taxes
of any kind required by law to be withheld with respect to such Stock; provided,
however, such tax withholding obligations may be met, in whole or in part,
pursuant to procedures, if any, approved by the Company in its discretion and in
accordance with applicable law, by (i) the withholding by the Company of Stock
otherwise deliverable to the Optionee pursuant to the Option with a fair market
value (as determined by the Company in its good faith discretion) on the date of
such exercise equal to such tax liability (provided, however, that the amount of
any Stock so withheld shall not exceed the amount necessary to satisfy the
Company's required tax withholding obligations using the minimum statutory
withholding rates for Federal, state and local tax purposes, including payroll
taxes, that are applicable to supplemental taxable income) and/or (ii) tendering
to the Company Stock, duly endorsed for transfer to the Company, owned by the
Optionee (or by the Optionee and his spouse jointly) and purchased or held for
the requisite period of time as necessary to avoid a charge to the Company's
earnings for financial reporting purposes with a fair market value (as
determined by the Company in its good faith discretion) on the date of such
exercise equal to such tax liability. In no event shall Stock be delivered to
the Optionee until the Optionee has paid to the Company in cash, or made
arrangements satisfactory to the Company regarding the payment of, the amount of
any taxes of any kind required by law to be withheld with respect to the Stock
subject to the Option, and the Company shall have the right to deduct any such
taxes from any payment of any kind otherwise due to the Optionee.
(g) No Rights as Shareholder. Neither the Optionee nor
any other person shall become the beneficial owner of the shares of Stock
subject to the Option, nor have any rights to dividends or other rights as a
shareholder with respect to any such shares, until the Optionee has exercised
the Option in accordance with the provisions hereof.
(h) No Right to Continued Employment. Neither the Option
nor any terms contained in this Agreement shall confer upon the Optionee any
express or implied right to be retained in the service of the Company or its
subsidiaries for any period or at all, nor restrict in any way the right of the
Company or any such subsidiary, which right is hereby expressly reserved, to
terminate his employment at any time with or without cause. The Optionee
acknowledges and agrees that any right to exercise the Option is earned only by
continuing as an employee of the Company and its subsidiaries at the will of the
Company or any such subsidiary, or satisfaction of any other applicable terms
and conditions contained in this Agreement, and not through the act of being
hired, being granted the Option or acquiring shares of Stock hereunder.
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(i) Compliance with Laws and Regulations.
(i) The Option and the obligation of the Company
to sell and deliver shares of Stock hereunder shall be subject in all
respects to (A) all applicable Federal, state and foreign laws, rules
and regulations and (B) any listing, registration, qualification,
approvals or other requirements imposed by any securities exchange or
government or regulatory agency or body which the Company shall, in its
discretion, determine to be necessary or applicable, in all respects.
Moreover, the Option may not be exercised if its exercise, or the
receipt of shares of Stock pursuant thereto, would be contrary to
applicable law. If at any time the Company shall determine, in its
discretion, that the listing, registration or qualification of shares
of Stock upon any national securities exchange, or under any Federal,
state or foreign law, or the consent or approval of any governmental
regulatory body, is necessary or desirable, the Company shall not be
required to issue or deliver any certificates for shares of Stock to
the Optionee or any other person unless and until such listing,
registration, qualification, consent or approval shall have been
effected or obtained, or otherwise provided for, free of any conditions
not acceptable to the Company.
(ii) In the event the Company determines, in its
discretion, that any exercise of the Option would result in the
disallowance to the Company of a Federal income tax deduction for any
remuneration with respect to the Optionee by reason of the limitations
imposed by Section 162(m) of the Code (or any similar or successor
provision), neither the Optionee nor any other person shall be
permitted to exercise the Option until the Company determines, in its
discretion, that the exercise of the Option would not subject the
Company to such deduction limitation or the Company otherwise
determines, in its discretion, to permit such exercise.
(iii) Any postponement or limitation affecting the
right to exercise the Option shall not extend the time within which the
Option may be exercised and neither the Company nor its directors,
officers or employees shall have any obligation or liability to the
Optionee or any other person with respect to any shares of Stock with
respect to which the Option shall expire because of such postponement
or limitation that conforms to the provisions of this Section (2)(i).
3. Securities Exemption. If at the time of exercise of all or
part of the Option, the Stock is not registered under the Securities Act and/or
there is no current prospectus in effect under the Securities Act with respect
to the Stock, the Optionee hereby acknowledges that the shares of Stock that the
Optionee is purchasing or acquiring under this Agreement have not been
registered under the Securities Act and may not be freely resold absent
registration or an exemption from registration, and that certificates
representing such shares shall bear a customary legend referring to such
registration.
4. Administration. The Board shall have the exclusive authority
to manage and control the operation and administration of this Agreement and the
Option, including, without limitation, any power or authority of the Company
hereunder, and any interpretation of this Agreement by the Board and any action
taken, or decision made, by it with respect to this Agreement and the Option
shall be final and binding upon the Optionee and all other interested
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persons. Any liability of the Company with respect to the Option shall be based
solely upon contractual obligations created by this Agreement. Neither the
Company, any member of the Board or any committee of the Board, nor any person
participating in any determination of any question under this Agreement, shall
have any liability, in the absence of bad faith, to any party for any action
taken or not taken in connection with this Agreement, except as may be expressly
provided by statute.
5. Changes in Capital.
(a) The existence of the Option granted hereunder shall
not affect in any way the right or power of the Board or the stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business, any merger or
consolidation of the Company or any subsidiary of the Company, any issue of
debt, preferred or prior preference stock ahead of or affecting Stock, the
authorization or issuance of additional shares of Stock, the dissolution or
liquidation of the Company or its subsidiaries, any sale or transfer of all or
part of its assets or business or any other corporate act or proceeding.
(b) (i) Upon changes in the outstanding Stock by
reason of a stock dividend, stock split, reverse stock split, subdivision,
recapitalization, reclassification, merger, consolidation (whether or not the
Company is a surviving corporation), combination or exchange of shares of Stock,
separation, or reorganization, or in the event of an extraordinary dividend,
"spin-off," liquidation, other substantial distribution of assets of the Company
or acquisition of property or stock or other change in capital of the Company,
or the issuance by the Company of shares of its capital stock without receipt of
full consideration therefor, or rights or securities exercisable, convertible or
exchangeable for shares of such capital stock, or any similar change affecting
the Company's capital structure, the number, class and kind of shares under the
Option and the exercise price per share of the Option may be appropriately
adjusted by the Board, in its discretion, to preserve the benefits or potential
benefits intended to be made by the Option under this Agreement or as otherwise
necessary to reflect any such change.
(ii) Fractional shares of Stock resulting from
any adjustment in the Option pursuant to subsection (b)(i) above shall
be aggregated until, and eliminated at, the time of exercise of the
Option. Notice of any adjustment shall be given by the Company to the
Optionee and such adjustment (whether or not such notice is given)
shall be effective and binding for all purposes of this Agreement.
(c) In the event of a Change of Control:
(i) In its discretion, and on such terms and
conditions as it deems appropriate, the Board may provide, by
resolution adopted prior to the occurrence of the Change of Control,
that the Option shall be adjusted by substituting for Stock subject to
the Option stock or other securities of the surviving corporation or
any successor corporation to the Company, or a parent or subsidiary
thereof, or that may be issuable by another corporation that is a party
to the transaction resulting in the Change of Control, whether or not
such stock or other securities are publicly traded, in which event the
aggregate exercise price shall remain the same and the amount of shares
or other securities subject to the Option shall be the amount of shares
or other securities which could have
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been purchased on the closing date or expiration date of such
transaction with the proceeds which would have been received by the
Optionee if the Option had been exercised in full (or with respect to a
portion of the Option, as determined by the Board, in its discretion)
prior to such transaction or expiration date and the Optionee exchanged
all of such shares in the transaction.
(ii) In its discretion, and on such terms and
conditions as it deems appropriate, the Board may provide, by
resolution adopted prior to the occurrence of the Change of Control,
that the Option shall be converted into a right to receive cash on or
following the closing date or expiration date of the transaction
resulting in the Change of Control in an amount equal to the highest
value of the consideration to be received in connection with such
transaction for one share of Stock, or, if higher, the highest fair
market value of the Stock (as determined by the Company in its good
faith discretion) during the thirty (30) consecutive business days
immediately prior to the closing date or expiration date of such
transaction, less the per share exercise price of the Option,
multiplied by the number of shares of Stock subject to all or a portion
of the unexercised Option.
(iii) The Board may, in its discretion, provide
that the Option cannot be exercised after a Change of Control, to the
extent that the Option is or becomes fully exercisable on or before
such Change of Control or is subject to any acceleration, adjustment or
conversion in accordance with Section 2(b)(ii) or the foregoing
paragraphs (i) or (ii) of this Section 5(c).
The Optionee shall not have any right to prevent the consummation of any of the
foregoing acts affecting the number of shares of Stock available under the
Option. Notwithstanding the foregoing adjustments, in no event may the Option be
exercised after expiration of the period of the Option stated in Section 2(a)
hereof.
(d) Notwithstanding the provisions of paragraph (b) of
this Section 5 to the contrary, in the event the Company shall declare any
extraordinary dividend or other extraordinary distribution in favor of the
Company's shareholders in connection with the sate of assets of the Company, the
Company shall not make any adjustments to the Option described in paragraph (b)
of this Section 5, but shall set aside in a segregated escrow account for the
benefit of the Optionee a cash amount equal to the value of a pro rata portion
of such extraordinary dividend or other extraordinary distribution which would
have been payable in respect of the shares of Stock issuable upon exercise of
the Option had the Option been 100% exercisable and fully exercised immediately
prior to the declaration of such extraordinary dividend or extraordinary
distribution. All such funds shall be released from escrow and paid to the
Optionee on July 1, 2003, without setoff or deduction by the Company or the
escrow agent, if the Closing Price (as defined below) of the Stock shall be at
least $17.5625 (as adjusted for (i) stock splits, stock dividends, combinations
and the like and (ii) distributions of capital gains to the Company's
shareholders, as determined by the Company) on at least sixty (60) days (in the
aggregate) of the one hundred eighty (180) consecutive days immediately prior to
July 1, 2003 (the "Closing Price Requirement"). If the Closing Price Requirement
shall not be met, such funds shall be returned to the Company on July 1, 2003,
and the Executive shall have no right to or claim against such funds. The
"Closing Price" of the Stock on any day shall mean: (i) if the Stock is listed
or
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admitted for trading on any United States national exchange, or if actual
transactions are otherwise reported on a consolidated transaction reporting
system, the last reported sale price of the Stock on such exchange or reporting
system, as reported in any newspaper of general circulation; (ii) if the Stock
is quoted on the National Association of Securities Dealers Automated Quotations
System ("NASDAQ"), or any similar system of automated dissemination of
quotations of securities prices in common use, the mean between the closing high
bid and low asked quotations for such day of Stock on such system; or (iii) if
neither clause (i) or (ii) immediately preceding is applicable, the fair market
value of the Stock as determined by the Board.
6. Transfer. Leave of Absence. A transfer of the Optionee's
employment from the Company to a subsidiary of the Company, or vice versa, or
from one such subsidiary to another, and a leave of absence, duly authorized in
writing by the Company, shall not be deemed a termination of employment of the
Optionee for purposes of this Agreement or with respect to the Option.
7. Definitions of Certain Terms, For purposes of this Agreement,
the following terms shall have the meanings set forth below:
(a) "BOARD" shall mean the Board of Directors of the
Company or a committee thereof designated by such board for purposes of this
Agreement.
(b) A "CHANGE OF CONTROL" shall be deemed to have
occurred if and when:
(i) The Company ceases to be a publicly owned
corporation having at least 500 stockholders, or
(ii) There occurs any event or series of events
that would be required to be reported as a change of control in
response to Item 1(a) on a Form 8-K filed by the Company under the
Exchange Act or in any other filing by the Company with the Securities
and Exchange Commission unless the person ("Person"), as that term is
defined or used in Section 13(d) or 14(d)(2) of the Exchange Act,
acquiring control is an affiliate of the Company as of the date of this
Agreement; or
(iii) The Company executes an agreement of
acquisition, merger, or consolidation which contemplates that after the
effective date provided for in the agreement all or substantially all
of the business and/or assets of the Company will be controlled by
another Person; provided, however, for purposes of this subparagraph
(iii), that (A) if such an agreement requires as a condition precedent
approval by the Company's shareholders of the agreement or transaction,
a Change of Control shall not be deemed to have taken place unless and
until such approval is secured and (B) if the voting shareholders of
such other Person shall, immediately after such effective date, be
substantially the same as the voting shareholders of the Company
immediately prior to such effective date, the execution of such
agreement shall not, by itself, constitute a "Change of Control"; or
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(iv) Any Person (other than the Company, a
majority-owned subsidiary of the Company or an employee benefit plan
maintained by the Company or a majority-owned subsidiary of the
Company) becomes the beneficial owner, directly or indirectly (either
as a result of the acquisition of securities or as the result of an
arrangement or understanding, including the holding of proxies, with or
among security holders), of securities of the Company representing more
than twenty-five (25%) of the votes that could then be cast in an
election for members of the Board of Directors of the Company unless
within fifteen (15) days of being advised that such ownership level has
been reached, the Company's Board of Directors adopts a resolution
approving the acquisition of that level of securities ownership by such
Person; or
(v) During any period of twenty-four (24)
consecutive months, commencing after the date of this Agreement,
individuals who at the beginning of such twenty-four-month period were
directors of the Company shall cease to constitute at least a majority
of the Board of Directors of the Company, unless the election of each
director who was not a director at the beginning of such period has
been approved in advance by directors representing at least two-thirds
of (A) the directors then in office who were directors at the beginning
of the twenty-four-month period, or (B) the directors specified in
clause (A) plus directors whose election has been so approved by
directors specified in this clause (B).
(c) "EXCHANGE ACT" shall mean the United States
Securities Exchange Act of 1934, as it may be amended from time to time,
including the regulations and the rules promulgated thereunder and successor
provisions and regulations and rules thereto.
(d) "FOR CAUSE" shall mean (i) the Optionee's failure to
adhere to any written policy of the Company or a subsidiary of the Company after
the Optionee has been given notice specifying the failure and a reasonable
opportunity to comply with such policy or cure his failure to comply; (ii) the
conviction of, indictment for or entering of a guilty plea or plea of no contest
with respect to, a felony relating to or involving the Company or its
subsidiaries and/or their businesses or, the equivalent thereof; (iii) the
commission by the Optionee of an act of fraud upon the Company or any of its
affiliates; (iv) the misappropriation (or attempted misappropriation) of any
funds or property of the Company or any of its affiliates by the Optionee; (v)
the engagement by the Optionee in any direct, material conflict of interest with
the Company or its subsidiaries without compliance with the Company's or its
subsidiary's conflict of interest policy, if any, then in effect; (vi) any act
or omission by the Optionee that, in the judgment of the Board, has or could
have a material adverse effect on (x) the Company's or its subsidiaries'
properties, operations or public image; or (y) the health, safety or morale of
any of the Company's or its subsidiaries' suppliers, employees or customers.
(e) "OPTIONEE CAUSE" shall mean any of the following
without the Optionee's prior written consent: (i) any reduction in the
compensation of the Optionee (base salary and bonus formula) or (ii) the actual
or de facto removal by the Company or a subsidiary of the Company of the
Optionee from his position with the Company or such subsidiary, unless the
Optionee is provided with a management position reasonably acceptable to the
Optionee or such removal is For Cause.
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(f) "SECURITIES ACT" shall mean the United States
Securities Act of 1933, as it may be amended from time to time, including the
regulations and the rules promulgated thereunder and successor provisions and
regulations and rules thereto.
8. Notices. Any notice or other communication required or
permitted hereunder to the Company shall be in writing and, if to the Company,
shall be delivered in person to the Company's Chief Executive Officer or sent to
the Company, Attention: Chief Executive Officer, by facsimile at__________ , or
sent by certified or registered mail or overnight courier, prepaid, addressed to
the Company at 0000 Xxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, and, if
to the Optionee, shall be addressed to him at the address set forth below his
signature hereon, subject to the right of either party to designate at any time
hereafter in writing some other address.
9. Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Florida applicable to contracts executed and to be performed entirely within
said state, without regard to the conflict of law provisions thereof.
10. Severability. If any of the provisions of this Agreement
should be deemed unenforceable, the remaining provisions shall remain in full
force and effect,
11. Modification. This Agreement may not be modified or amended,
nor may any provision hereof be waived, in any way except in writing signed by
the parties hereto.
12. Counterparts. This Agreement has been executed in two
counterparts each of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by an appropriate officer and the Optionee has executed this Agreement,
both as of the day and year first above written,
XXXXX EQUITY, INC
Date 7/9/01 BY /s/ Xxxxxxxxxxx X. Xxxxxx
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Name: XXXXXXXXXXX X. XXXXXX
Title: Senior Vice President
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SCHEDULE 1
NOTATIONS AS TO PARTIAL EXERCISE
Number of Balance of
Date of Shares Shares on Authorized Notation
Exercise Purchased Option Signature Date
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