EXHIBIT 10.25
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-Qualified Stock Option Agreement (this "Agreement"),
is entered into as of November 2, 1999 by and between Alliance Imaging, Inc., a
Delaware corporation hereinafter referred to as the "Company," and ,
an employee of the Company or a Subsidiary (as defined below) or Affiliate (as
defined below) of the Company, hereinafter referred to as "Optionee."
WHEREAS, the Company wishes to afford the Optionee the
opportunity to purchase shares of its $.01 par value Common Stock ("Common
Stock");
WHEREAS, the Company wishes to carry out the Plan (as defined
below), the terms of which are hereby incorporated by reference and made a part
of this Agreement; and
WHEREAS, the Committee (as defined below) appointed to
administer the Plan has determined that it would be to the advantage and best
interest of the Company and its stockholders to grant the Non-Qualified Stock
Option(s) provided for herein to the Optionee as an incentive for increased
efforts during his term of employment with the Company or its Subsidiaries or
Affiliates, and has advised the Company thereof and instructed the undersigned
officers to issue said Options;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Agreement, they
shall have the meaning specified in the Plan or below unless the context clearly
indicates to the contrary.
SECTION 1.1 - AFFILIATE
"Affiliate" shall mean (a) with respect to any Person, any
other Person directly or indirectly controlling, controlled by, or under common
control with, such Person, and (b) with respect to the Company, also any entity
designated by the Board of Directors of the Company in which the Company or one
of its Affiliates has an interest, and (c) with respect to Viewer, Kohlberg
Kravis Xxxxxxx & Co., L.P. ("KKR"), and any Affiliate of any partner of KKR. For
purposes of this Agreement, "Person" means an individual, partnership,
corporation, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental
authority or other entity of whatever nature, and "control" shall have the
meaning given such term under Rule 405 of the Securities Act.
SECTION 1.2 - CAUSE
"Cause" shall mean (i) the Optionee's willful refusal to
perform in any material respects the Optionee's lawful duties or
responsibilities for the Company or its Subsidiaries, (ii) the Optionee's
willful disregard in any material respect of any financial or other budgetary
limitations established in good faith by the Company's Board of Directors, (iii)
misconduct by the Optionee that causes material and demonstrable injury,
monetarily or otherwise, to the Company or its Subsidiaries, including but not
limited to misappropriation or conversion of assets of the Company or its
Subsidiaries (other than non-material assets); (iv) conviction of or entry of a
plea of NOLO CONTENDERE to a non-vehicular felony; or (v) the Optionee's
violation of any restrictive covenant contained in any employment agreement to
which he and the Company or one of its Subsidiaries are parties, which violation
constitutes a material breach by Optionee of such agreement. No act or failure
to act by the Optionee shall be deemed "willful" if done, or omitted to be done,
by him in good faith and with the reasonable belief that his action or omission
was in the best interest of the Company or consistent with Company policies or
the directive of the Company's Board of Directors.
SECTION 1.3 - CODE
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
SECTION 1.4 - COMMITTEE
"Committee" shall mean the Compensation Committee of the Board
of Directors or any other committee of the Board of Directors of the Company
designated to administer the Plan.
SECTION 1.5 - DETERMINATION DATE
"Determination Date" means the second December 31 following
the Vesting Reference Date and each of the next four anniversaries thereof.
SECTION 1.6 - OPTIONS
"Options" shall mean the Non-Qualified Stock Options, which
may include a Time Option and/or a Performance Option, to purchase Common Stock
granted under this Agreement.
SECTION 1.7 - PERFORMANCE OPTION
"Performance Option" shall mean an Option with respect to
which the commencement of exercisability is governed by Section 3.1(b) hereof.
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SECTION 1.8 - PERMANENT DISABILITY
The Optionee shall be deemed to have a "Permanent Disability"
if the Optionee is unable to engage in the activities required by his employment
by reason of any medically determined physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months, as reasonably determined by the
Board of Directors of the Company in good faith and in its discretion.
SECTION 1.9 - PERMITTED RETIREMENT
"Permitted Retirement" shall mean retirement at age 65 or over
(or such other age as may be approved by the Board of Directors of the Company)
after having been employed by the Company or one of its Subsidiaries or
Affiliates for at least three years after the Vesting Reference Date.
SECTION 1.10 - PLAN
"Plan" shall mean the 1999 Equity Plan for Employees of
Alliance Imaging, Inc. and Subsidiaries, as the same may be amended from time
to time.
SECTION 1.11 - PRONOUNS
The masculine pronoun shall include the feminine and neuter,
and the singular the plural, where the context so indicates.
SECTION 1.12 - SECRETARY
"Secretary" shall mean the Secretary of the Company.
SECTION 1.13 - SECURITIES ACT
"Securities Act" means the Securities Act of 1933, as amended
and the rules and regulations promulgated thereunder.
SECTION 1.14 - STOCKHOLDER'S AGREEMENT
"Stockholder's Agreement" shall mean that certain
Stockholder's Agreement dated as of November 2, 1999 by and between the Company,
the Optionee and Viewer.
SECTION 1.15 - SUBSIDIARY
"Subsidiary" with respect to any entity shall mean any
corporation in an unbroken chain of corporations beginning with such entity if
each of the corporations, or group of commonly controlled corporations, other
than the last corporation in the unbroken chain, then
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owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.
SECTION 1.16 - TIME OPTION
"Time Option" shall mean an Option with respect to which the
commencement of exercisability is governed by Section 3.1(a) hereof.
SECTION 1.17 - VIEWER
"Viewer" shall mean Viewer Holdings LLC, a Delaware limited
liability company.
SECTION 1.18 - VESTING REFERENCE DATE
"Vesting Reference Date" shall mean the date of this
Agreement.
ARTICLE II
GRANT OF OPTIONS
SECTION 2.1 - GRANT OF OPTIONS
For good and valuable consideration, on and as of the date
hereof the Company irrevocably grants to the Optionee a Time Option and/or a
Performance Option to purchase any part or all of an aggregate of the number of
shares set forth with respect to each such Option on the signature page hereof
of its Common Stock upon the terms and conditions set forth in this Agreement.
SECTION 2.2 - EXERCISE PRICE
The exercise price of the shares of stock covered by the
Option(s) is set forth on Exhibit A.
SECTION 2.3 - CONSIDERATION TO THE COMPANY
In consideration of the granting of these Option(s) by the
Company, the Optionee agrees to render faithful and efficient services to the
Company or one of its Subsidiaries or Affiliates, with such duties and
responsibilities as the Company shall from time to time prescribe. Nothing in
this Agreement or in the Plan shall confer upon the Optionee any right to
continue in the employ of the Company or any of its Subsidiaries or Affiliates
or shall interfere with or restrict in any way the rights of the Company and its
Subsidiaries and Affiliates, which are hereby expressly reserved, to terminate
the employment of the Optionee at any time for any reason whatsoever, with or
without Cause.
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SECTION 2.4 - ADJUSTMENTS IN OPTIONS
Subject to Section 9 of the Plan, in the event that the
outstanding shares of the stock subject to an Option are, from time to time,
changed into or exchanged for cash or a different number or kind of shares of
the Company or other securities of the Company by reason of a merger,
consolidation, recapitalization, reclassification, stock split, stock dividend,
combination of shares, or otherwise, the Committee shall make an appropriate and
equitable adjustment in the number and kind of shares or other consideration and
the exercise price as to which such Option, or portions thereof then
unexercised, shall be exercisable in order to prevent dilution or enlargement of
the benefits intended to be made available with respect to any Option. Any such
adjustment made by the Committee shall be final and binding upon the Optionee,
the Company and all other interested persons.
ARTICLE III
PERIOD OF EXERCISABILITY
SECTION 3.1 - COMMENCEMENT OF EXERCISABILITY
(a) The Time Option shall become exercisable with respect to 20%
of the shares of Common Stock subject to such Time Option on each anniversary of
the Vesting Reference Date; provided, that notwithstanding the foregoing, the
Time Option shall become exercisable as to 100% of the shares of Common Stock
subject to such Option immediately prior to the consummation of a Change of
Control (but only to the extent such Option has not otherwise terminated);
provided, however, that as a condition subsequent to the acceleration of the
exercisability of the Option pursuant to this paragraph, the Change of Control
shall be consummated. In the event the contemplated Change of Control is not
consummated, the acceleration of exercisability and the exercise, if any, of the
Option shall be void AB INITIO. A "Change of Control" means (i) a sale of all or
substantially all of the assets of the Company to a Person who is not an
Affiliate of Viewer or an entity in which the shareholders of the Company
immediately prior to such transaction do not control more than 50% of the voting
power immediately following the transaction, (ii) a sale by Viewer or any of its
Affiliates resulting in more than 50% of the voting stock of the Company being
held by a Person or Group that does not include Viewer or any of its Affiliates
or (iii) a merger or consolidation of the Company into another Person which is
not an Affiliate of Viewer, if and only if, after such merger or consolidation
Viewer and its Affiliates lose the ability to elect a majority of the Board of
Directors of the Company or the surviving Company. "Group" means two or more
Persons acting together as a partnership, limited partnership, syndicate or
other group for the purpose of acquiring, holding or disposing of securities of
the Company.
(b) (i) Except as provided in (ii) and (iii) below, the
Performance Option shall be exercisable on the eighth anniversary of the
Vesting Reference Date.
(ii) Notwithstanding the foregoing, on each Determination Date
the Performance Option shall become exercisable for an incremental percentage of
the shares of
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Common Stock subject to such Option equal to the product of 20% and the
Achievement Ratio for such year, provided that on each Determination Date in no
event shall the total percentage of shares of Common Stock subject to the
Performance Option that are exercisable be less than the product of (A) 20%, (B)
the Achievement Ratio for such Determination Date and (C) the number of
Determination Dates (including such Determination Date) as have fallen from and
after the Vesting Reference Date (but only to the extent such Option has not
otherwise terminated).
(iii) Notwithstanding the foregoing, in the event that upon
the consummation of a Change of Control the internal rate of return on its
investment, after giving effect to dilution from the number of shares of Common
Stock issuable upon exercise of all vested stock options and options which will
become vested upon the Change of Control, realized by Viewer is at least equal
to the applicable percentage set forth in Exhibit A for the year in which such
transaction occurs, the Performance Option shall become exercisable as to that
percentage set forth in Exhibit A for such applicable percentage of the shares
of Common Stock subject to such Option immediately prior to the consummation of
a Change of Control (but only to the extent such Option has not otherwise
terminated); provided, however, that as a condition subsequent to the
acceleration of the exercisability of the Option pursuant to this paragraph, the
Change of Control shall be consummated. In the event the contemplated Change of
Control is not consummated, the acceleration of exercisability and the exercise,
if any, of the Option shall be void AB INITIO.
(c) For purposes of this Section 3.1 the "Achievement
Ratio" for each fiscal year shall be defined in Exhibit A.
(d) Notwithstanding the foregoing, no Option or portion
thereof shall become exercisable as to any additional shares of Common Stock
following the termination of employment of the Optionee for any reason and
any Option which is non-exercisable as of the Optionee's termination of
employment shall be immediately cancelled.
SECTION 3.2 - EXPIRATION OF OPTIONS
Except as otherwise provided in Section 5 or 6 of the
Stockholder's Agreement, the Options may not be exercised to any extent by
anyone after the first to occur of the following events:
(a) The tenth anniversary of the date hereof; or
(b) The first anniversary of the date of the Optionee's
termination of employment by reason of death, Permanent Disability or
Permitted Retirement; or
(c) The first business day which is fifteen calendar days
after the earlier of (i) 75 days after termination of employment of the
Optionee for any reason other than for Cause, death, Permanent
Disability or Permitted Retirement or (ii) the delivery of notice by
the Company that it does not intend to exercise its call right under
Section 6 of the Stockholder's Agreement; PROVIDED, HOWEVER, that in
any event the Options shall remain exercisable under this subsection
3.2(c) until at least 45 days after termination of
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employment of the Optionee for any reason other than for death,
Permanent Disability or Permitted Retirement; or
(d) The date the Option is terminated pursuant to Section
5, 6 or 10(b) of the Stockholder's Agreement;
(e) The opening of business on the date of an Optionee's
termination of employment by the Company for Cause; or
(f) Subject to the provisions for accelerated exercisability
pursuant to Sections 3.1(a) and (b) upon a Change of Control, if the
Committee so determines pursuant to Section 9 of the Plan, the
effective date of either the merger or consolidation of the Company
into another Person, or the exchange or acquisition by another Person
of all or substantially all of the Company's assets or 80% or more of
its then outstanding voting stock, or the recapitalization,
reclassification, liquidation or dissolution of the Company. At least
ten (10) days prior to the effective date of such merger,
consolidation, exchange, acquisition, recapitalization,
reclassification, liquidation or dissolution, the Committee shall give
the Optionee notice of such event if the Option has then neither been
fully exercised nor become unexercisable under this Section 3.2.
ARTICLE IV
EXERCISE OF OPTION
SECTION 4.1 - PERSON ELIGIBLE TO EXERCISE
During the lifetime of the Optionee, only he may exercise an
Option or any portion thereof. After the death of the Optionee, any exercisable
portion of an Option may, prior to the time when an Option becomes unexercisable
under Section 3.2, be exercised by his personal representative or by any person
empowered to do so under the Optionee's will or under the then applicable laws
of descent and distribution.
SECTION 4.2 - PARTIAL EXERCISE
Any exercisable portion of an Option or the entire Option, if
then wholly exercisable, may be exercised in whole or in part at any time prior
to the time when the Option or portion thereof becomes unexercisable under
Section 3.2; provided, however, that any partial exercise shall be for whole
shares of Common Stock only.
SECTION 4.3 - MANNER OF EXERCISE
An Option, or any exercisable portion thereof, may be
exercised solely by delivering to the Secretary or his office all of the
following prior to the time when the Option or such portion becomes
unexercisable under Section 3.2:
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(a) Notice in writing signed by the Optionee or the other
person then entitled to exercise the Option or portion thereof, stating
that the Option or portion thereof is thereby exercised, such notice
complying with all applicable rules established by the Committee;
(b) Full payment (in cash, by check or by a combination
thereof) for the shares with respect to which such Option or portion
thereof is exercised;
(c) A bona fide written representation and agreement, in a
form satisfactory to the Committee, signed by the Optionee or other
person then entitled to exercise such Option or portion thereof,
stating that the shares of stock are being acquired for his own
account, for investment and without any present intention of
distributing or reselling said shares or any of them except as may be
permitted under the Securities Act, and then applicable rules and
regulations thereunder, and that the Optionee or other person then
entitled to exercise such Option or portion thereof will indemnify the
Company against and hold it free and harmless from any loss, damage,
expense or liability resulting to the Company if any sale or
distribution of the shares by such person is contrary to the
representation and agreement referred to above; provided, however, that
the Committee may, in its absolute discretion, take whatever additional
actions it deems appropriate to ensure the observance and performance
of such representation and agreement and to effect compliance with the
Act and any other federal or state securities laws or regulations;
(d) Full payment to the Company (in cash, by check or by a
combination thereof) of all amounts which, under federal, state or
local law, it is required to withhold upon exercise of the Option; and
(e) In the event the Option or portion thereof shall be
exercised pursuant to Section 4.1 by any person or persons other than
the Optionee, appropriate proof of the right of such person or persons
to exercise the Option.
Without limiting the generality of the foregoing, the Committee may require an
opinion of counsel acceptable to it to the effect that any subsequent transfer
of shares acquired on exercise of an Option does not violate the Securities Act,
and may issue stop-transfer orders covering such shares. Share certificates
evidencing stock issued on exercise of this Option shall bear an appropriate
legend referring to the provisions of subsection (c) above and the agreements
herein. The written representation and agreement referred to in subsection (c)
above shall, however, not be required if the shares to be issued pursuant to
such exercise have been registered under the Securities Act, and such
registration is then effective in respect of such shares.
SECTION 4.4 - CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES
The shares of stock deliverable upon the exercise of an
Option, or any portion thereof, may be either previously authorized but unissued
shares or issued shares which have then been reacquired by the Company. Such
shares shall be fully paid and nonassessable. The
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Company shall not be required to issue or deliver any certificate or
certificates for shares of stock purchased upon the exercise of an Option or
portion thereof prior to fulfillment of all of the following conditions:
(a) The obtaining of approval or other clearance from any
state or federal or foreign governmental agency which the Committee
shall, in its absolute discretion, determine to be necessary or
advisable; and
(b) The lapse of such reasonable period of time following the
exercise of the Option as the Committee may from time to time establish
for reasons of administrative convenience; provided, however, that no
delay in the issuance of any certificate to be issued hereunder shall
operate to prejudice or impair the Optionee's rights to participate in
a corporate transaction providing for the disposition of stock or to
exercise his rights under the Stockholder's Agreement.
SECTION 4.5 - RIGHTS AS STOCKHOLDER
The holder of an Option shall not be, nor have any of the
rights or privileges of, a stockholder of the Company in respect of any shares
purchasable upon the exercise of the Option or any portion thereof unless and
until certificates representing such shares shall have been issued by the
Company to such holder.
ARTICLE V
MISCELLANEOUS
SECTION 5.1 - ADMINISTRATION
The Committee shall have the power to interpret the Plan and
this Agreement and to adopt such rules for the administration, interpretation
and application of the Plan as are consistent therewith and to interpret or
revoke any such rules. All actions taken and all interpretations and
determinations made by the Committee shall be final and binding upon the
Optionee, the Company and all other interested persons. No member of the
Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Options. In
its absolute discretion, the Board of Directors may at any time and from time to
time exercise any and all rights and duties of the Committee under the Plan and
this Agreement.
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SECTION 5.2 - OPTIONS NOT TRANSFERABLE
Neither the Options nor any interest or right therein or part
thereof shall be liable for the debts, contracts or engagements of the Optionee
or his successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that this Section 5.2
shall not prevent transfers by will or by the applicable laws of descent and
distribution.
SECTION 5.3 - SHARES TO BE RESERVED
The Company shall at all times during the term of the Options
reserve and keep available such number of shares of stock as will be sufficient
to satisfy the requirements of this Agreement.
SECTION 5.4 - NOTICES
Any notice to be given under the terms of this Agreement to
the Company shall be addressed to the Company in care of its Secretary, and any
notice to be given to the Optionee shall be addressed to him at his most recent
address as reflected in the Company's records. By a notice given pursuant to
this Section 5.4, either party may hereafter designate a different address for
notices to be given to him or it. Any notice which is required to be given to
the Optionee shall, if the Optionee is then deceased, be given to the Optionee's
personal representative if such representative has previously informed the
Company of his status and address by written notice under this Section 5.4. Any
notice shall have been deemed duly given when enclosed in a properly sealed
envelope or wrapper addressed as aforesaid, and delivered by hand (whether by
courier or otherwise) or sent by registered or certified mail, return receipt
requested (with postage prepaid).
SECTION 5.5 - TITLES
Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.
SECTION 5.6 - APPLICABILITY OF PLAN AND STOCKHOLDER'S AGREEMENT
The Options and the shares of Common Stock issued to the
Optionee upon exercise of the Options shall be subject to all of the terms and
provisions of the Plan and the Stockholder's Agreement, to the extent applicable
to the Options and such shares. In the event of any conflict between this
Agreement and the Plan, the terms of the Plan shall control. In the event of any
conflict between this Agreement or the Plan and the Stockholder's Agreement, the
terms of the Stockholder's Agreement shall control.
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SECTION 5.7 - AMENDMENT
This Agreement may be amended only by a writing executed by
the parties hereto, which specifically states that it is amending this
Agreement.
SECTION 5.8 - GOVERNING LAW
The laws of the State of Delaware shall govern the
interpretation, validity and performance of the terms of this Agreement
regardless of the law that might be applied under principles of conflicts of
laws.
SECTION 5.9 - JURISDICTION
Any suit, action or proceeding against the Optionee with
respect to this Agreement, or any judgment entered by any court in respect of
any thereof, may be brought in any court of competent jurisdiction in the State
of Delaware, and the Optionee hereby submits to the non-exclusive jurisdiction
of such courts for the purpose of any such suit, action, proceeding or judgment.
The Optionee hereby irrevocably waives any objections which he may now or
hereafter have to the laying of the venue of any suit, action or proceeding
arising out of or relating to this Agreement brought in any court of competent
jurisdiction in the State of Delaware, and hereby further irrevocably waives any
claim that any such suit, action or proceeding brought in any such court has
been brought in any inconvenient forum. No suit, action or proceeding against
the Company with respect to this Agreement may be brought in any court, domestic
or foreign, or before any similar domestic or foreign authority other than in a
court of competent jurisdiction in the State of Delaware, and the Optionee
hereby irrevocably waives any right which he may otherwise have had to bring
such an action in any other court, domestic or foreign, or before any similar
domestic or foreign authority. The Company hereby submits to the jurisdiction of
such courts for the purpose of any such suit, action or proceeding.
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IN WITNESS WHEREOF, this Non-Qualified Stock Option Agreement
has been executed and delivered by the parties hereto as of the date first
written above.
NAME, OPTIONEE ALLIANCE IMAGING, INC.
By
--------------------------------- --------------------------------------
Signature Its
-------------------------------------
---------------------------------
---------------------------------
Optionee's Address
Aggregate number of shares of Common Stock
for which the Time Option granted hereunder is exercisable:
Aggregate number of shares of Common Stock for which
the Performance Option granted hereunder is exercisable:
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EXHIBIT A
1. EXERCISE PRICE. The per share exercise price for the Option shall be the
"Initial Price Per Share" as defined in the Stockholder's Agreement,
without commission or other charge.
2. SECTION 3.1 DEFINITIONS.
A. Section 3.1(c)
(i) The "Achievement Ratio" for a fiscal year shall be determined on
the basis of the value of the Performance Metric for such year as compared
to the Performance Targets described below. For values of the Performance
Metric between the amounts indicated for Achievement Ratios of 50% and
100%, the Achievement Ratio shall be determined by linear interpolation.
For values of the Performance Metric below the amount indicated for an
Achievement Ratio of 50%, the Achievement Ratio shall be zero.
(ii) "Performance Metric" means the "Equity Value" per "Fully Diluted
Share" of the Company. For this purpose,
(A) "Equity Value" for a Company fiscal year shall be equal to
(x) 6.5 times the sum of (1) the Company's earnings (including, in the
case of business operations acquired by the Company during a fiscal
period, the pro-forma earnings (as reasonably determined by, or at the
direction of, the Board of Directors of the Company) of such
operations for the portion of such period as falls prior to the
acquisition) for such year before interest, taxes, depreciation and
amortization (2) any management fees paid in such year to KKR and (3)
legal, accounting and other similar direct, one-time expenses related
to (a) the transactions effectuated by the "Merger Agreement" as
defined in the Stockholder's Agreement, (b) the "American Shared" and
"SMT" transactions and (c) other transactions deemed to be similar by
the Board of Directors of the Company, minus (y) the Company's net
debt (including preferred stock and capitalized leases); and
(B) the Company's Fully Diluted Shares shall be the sum of (x)
the number of the Company's shares of Common Stock outstanding upon
consummation of the transactions contemplated by the Agreement and
Plan of Merger between Viewer Acquisition Corp. and Alliance Imaging,
Inc. dated September 13, 1999 (the "Closing") and (y) the number of
shares of Common Stock issuable upon the exercise of all stock options
and other dilutive rights to acquire Common Stock which are
outstanding as of the Closing and the conversion of all dilutive
securities convertible into Common Stock which are outstanding as of
the Closing, PROVIDED, HOWEVER, that the number of such shares of
Common Stock shall not include Common Stock issuable upon the exercise
of stock options granted in connection with the Closing.
(iii) The "Performance Target" for each fiscal year shall be as set
forth below; provided, that to the extent that the Company issues Common
Stock other than pursuant to exercise of Options or engages in a leveraged
recapitalization or other
transaction of similar effect, the Board of Directors of the Company will
adjust the Performance Target to account therefor.
Performance Targets: Values of Performance Metric for Achievement Ratio
Target:*
----------------------------- ----------------- ----------------- ---------------- ----------------- -------------------
2000 2001 2002 2003 2004
----------------------------- ----------------- ----------------- ---------------- ----------------- -------------------
100% Achievement Ratio $82.54 $131.57 $185.36 $247.69 $292.70
----------------------------- ----------------- ----------------- ---------------- ----------------- -------------------
50% Achievement Ratio ** $124.53 $168.27 $217.68 $245.59
----------------------------- ----------------- ----------------- ---------------- ----------------- -------------------
*Includes all shares and options outstanding at Closing. Does not include new
options granted in connection with Closing.
** No vesting in the year 2000 for values of Performance Metric below 100%
Achievement Ratio.
B. Internal Rates of Return for Acceleration of Option Vesting Upon Change
in Control under Section 3.1(b)(iii):
----------------------------- ----------------- ----------------- ---------------- ----------------- -------------------
2000 2001 2002 2003 2004
and thereafter
----------------------------- ----------------- ----------------- ---------------- ----------------- -------------------
100% applicable percentage 35%* 40%** 40%** 40%** 35%*
----------------------------- ----------------- ----------------- ---------------- ----------------- -------------------
50% applicable percentage 35%** 35%** 35%**
----------------------------- ----------------- ----------------- ---------------- ----------------- -------------------
* No accelerated vesting for internal rate of return below 35%.
** Linear interpolation for internal rates of return between 35 and 40%.
