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EXHIBIT 10.7
FORM OF STOCK OPTION AGREEMENT
MS ACQUISITION CORP.
STOCK OPTION AGREEMENT
Name of Optionee: _____________________________________
Number of Option Shares: ____________ Date of Grant: August 13, 1996
Option Exercise Price: $0.75 Expiration Date: August 13, 2006
Pursuant to the MS Acquisition Corp. Amended and Restated Executive Stock
Option Plan (the "Plan"), MS Acquisition Corp., a Delaware corporation, (the
"Company"), hereby grants to the Optionee named above, who is now employed by a
Subsidiary of the Company (as defined in the Plan), a stock option ("Stock
Option") to purchase on or prior to the Expiration Date specified above all or
any part of the number of shares of Common Stock (as defined in the Plan)
specified above (the "Option Shares") at the Option Exercise Price per share
determined by the Board of Directors and specified above, subject to the terms
and conditions set forth herein and in the Plan, a copy of which is attached
hereto, and subject to the approval of the Plan by the Company's stockholders.
This Stock Option is a nonqualified option.
1. Plan Incorporated by Reference. The terms and conditions of the Plan
are hereby incorporated into this Agreement by reference. All terms used herein
and not defined herein shall have the meanings as set forth in the Plan.
2. Vesting Schedule. No portion of this Stock Option may be exercised
until such portion shall have vested. Subject to the Plan provisions which
call for forfeitability in the event of a termination of the Optionee's
employment, or early acceleration of vesting in the event of a Change of
Control, this Stock Option shall be vested and exercisable with respect to the
following number of Option Shares at the expiration of the following period
from the Date of Grant specified above:
Number of Period from
Option Shares Exercisable the Date of Grant
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20% 1 year
40% 2 years
60% 3 years
80% 4 years
100% 5 years
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Once vested, unless otherwise indicated in the Plan, the Stock Option shall
continue to be exercisable, in whole or in part, at any time or times prior to
the Expiration Date.
3. Nontransferability. This Agreement is personal to Optionee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or by the laws of descent and distribution, and
is exercisable, during Optionee's lifetime, only by Optionee, his or her
guardian or legal representative.
4. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
5. Choice of Law; Miscellaneous. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of New
York. Notice hereunder shall be mailed or delivered to the Company at its
principal place of business, and shall be delivered to Optionee in person or
mailed or delivered to Optionee at the address set forth below, or in either
case at such other address as one party may subsequently furnish to the other
party in writing.
MS ACQUISITION CORP.
By:_________________________________
Title:
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The foregoing Agreement is hereby accepted and the terms and conditions
thereof and the Plan are hereby agreed to by the undersigned.
____________________________________
Optionee's Signature
____________________________________
Optionee's address
____________________________________
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