Exhibit 4.7
The options granted pursuant to this Agreement are not transferrable except
to the estate of the holder upon his death in accordance with the terms of
this Agreement. The shares of Common Stock issuable upon the exercise of any
such options may not be transferred, nor will any assignee or endorsee of
such shares of Common Stock be recognized as an owner thereof by the issuer
for any purpose, unless a registration statement under the Securities Act of
1933, as amended, with respect to such shares shall then be in effect or
unless the availability of an exemption from registration with respect to
any proposed transfer or disposition of such shares shall be established to
the satisfaction of the issuer. Without limiting the foregoing, (i) no
shares of Common Stock issuable upon the exercise of any such options may be
sold or transferred except pursuant to an effective registration statement
or similar qualification under applicable State securities laws, or unless
it is established to the satisfaction of the issuer that such sale or
transfer is in a transaction which is exempt under, or otherwise in
compliance with, such laws, and (ii) no shares of Common Stock issuable upon
the exercise of any such options may be sold, transferred, assigned or
otherwise disposed of, nor will any assignee or endorsee of such shares of
Common Stock be recognized as an owner thereof by the issuer for any
purpose, except in accordance with the terms of this Agreement. The shares
of Common Stock issuable upon the exercise of the options granted hereunder
are subject to certain restrictions on transfer and rights of repurchase and
first refusal held by the issuer or its assignee(s) as set forth in this
Agreement. Such transfer restrictions and rights of repurchase and first
refusal are binding on transferees of such shares.
CVC HOLDINGS, INC.
c/o CVC Products, Inc.
000 Xxx Xxxx
Xxxxxxxxx, Xxx Xxxx 00000
To: Xxxxxx X. XxXxxxxxx
1. OPTION GRANT. CVC Holdings, Inc. (the "Company") hereby grants to
you, effective as of August 28, 1995 (the "Date of Grant"), as a matter of
separate inducement and not in lieu of any salary or other compensation for your
services, the option (this "Option") to purchase, in accordance with and subject
to the terms and conditions set forth herein, an aggregate of 2000 shares
(pre-split) (the "Shares") of Common Stock, $.0l par value per share ("Common
Stock"), of the Company, at the exercise price of $127.40 per Share, subject to
adjustment as hereinafter provided (the "Option Price"), such Option Price
being, in the judgment of the Company, (a) not less than eighty five percent
(85%) of the fair market value of each such Share on the Date of Grant, and (b)
in the event that this Option is intended to be an incentive stock option, not
less than one hundred percent (100%) of the fair market value of each such Share
on the Date of Grant, and (c) in the event that you are the owner, at the time
of grant, of stock of the Company (or any Subsidiary) representing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company (or each Subsidiary), not less than one hundred and ten percent (110%)
of the fair market value of each such Share on the Date of Grant. Subject to the
provisions and limitations set forth herein, this Option shall be earned and
shall vest, and may be exercised by you, on a
cumulative basis, in the amounts and for the periods set forth in TABLE A (which
vesting shall occur at a minimum rate of at least 20% per year over five (5)
years from the Date of Grant); provided, however, that if your employment
terminates for any reason, the currently exercisable portion of this Option will
be exercisable through the end of the applicable period set forth in clauses (a)
and (b) of Section 2 below and the unvested portion of this Option will
automatically and without notice terminate and become null and void. This Option
is intended to be an [ ] incentive [ x ] nonqualified stock option. If
designated as an incentive stock option in the preceding sentence, this Option
is intended to qualify as an "incentive stock option" under Section 422(b) of
the Code. Nevertheless, to the extent that this Option exceeds the $100,000 per
year limitation rule of Code Section 422(d), this Option shall be treated as an
option which is not an incentive stock option.
2. TERMINATION OF OPTION. Notwithstanding the foregoing, the
unexercised portion of this Option will automatically and without notice
terminate and become null and void on the tenth anniversary of the Date of Grant
(the "Outside Date"), subject to earlier termination as hereinafter provided
(the date on which the earliest of such events shall occur being herein referred
to as the "Expiration Date"). If, however, your employment with the Company or
any parent or subsidiary thereof terminates for any reason before the Outside
Date, this Option will terminate on the applicable date as described below;
provided, however, that none of the events described below shall extend the
period of exercisability of this Option beyond the Outside Date:
(a) the expiration of thirty (30) days after the termination of
your employment in the case of a voluntary termination or immediately upon
termination in the case of a termination for "cause" (as hereafter defined); or
(b) the expiration of one (1) year from the date of termination
of your employment by reason of your death, retirement (in accordance with the
applicable company policy respecting retirement), dismissal other than for
"cause", or your "disability" (as hereafter defined), except that your Option
will be exercisable during such one year period only to the extent that it would
have been exercisable immediately prior to the termination of your employment.
In the event that an incentive stock option is exercised more than three months
following termination of your employment, it shall be treated as a nonqualified
stock option, unless such termination of employment was due to your death or
disability. For purposes hereof, (i) the term "cause" is defined as (A) the
commission by you of a felony, your engaging in theft, embezzlement, fraud,
obtaining funds or property under false pretenses, or similar acts of misconduct
with respect to the property of the Company and/or its subsidiaries or its
employees, stockholders, affiliates, customers or suppliers, (B) your material
breach of Company or subsidiary written policies or terms and conditions of
employment, or (C) your material failure to successfully fulfill your duties or
obligations of employment; and (ii) "disability" shall be determined in
accordance with Internal Revenue Code Section 22(e)(3).
3. OPTION EXERCISE. The vested and currently exercisable portion of
this Option may be exercised by you from time to time, in part or in full (but
subject to the provisions of
2
Section 2, subsections 3(a) and 3(b) and Section 4 of this Agreement), at any
time on or after the Date of Grant.
(a) This Option can be exercised only with respect to full Shares
and only with respect to a minimum of 100 Shares at the time of any exercise.
(b) Any exercise of this Option must be in writing addressed to
the Board of Directors of the Company at the principal place of business of the
Company and delivered at least ten (10) business days prior to the proposed date
of exercise, which writing shall indicate the number of Shares as to which this
Option is being exercised and shall be accompanied by a certified or bank
cashier's check payable to the order of the Company in the full amount of the
aggregate Option Price of the Shares covered by such exercise.
4. CERTAIN CONDITIONS TO EXERCISE. (a) This Option may be exercised
by you only if on the date of exercise you satisfy the Company in such manner as
the Company shall reasonably specify, that the Shares issuable upon such
exercise may be issued to you pursuant to an exemption from the registration
requirements of applicable federal and state securities laws.
(b) This Option may not be exercised if such exercise would
subject the Company or any of its subsidiaries to any substantial risk under
governmental programs restricting ownership or control or similar requirements
or would subject the Company or any of its subsidiaries to other regulatory
problems, in each case, as determined by the Compensation Committee of the
Company's Board of Directors (the "Committee"); provided, however, that any
period of delayed exercise will not exceed 90 days without the consent of the
Committee.
(c) This Option may not be exercised unless and until you or,
upon your death, the person to whom this Option is transferred in accordance
with Section 9 hereof, shall have executed and delivered such subscription
documents as the Company shall from time to time require, including, without
limitation, a subscription agreement and a prospective purchaser's
questionnaire. You acknowledge your receipt of a copy of the Amended and
Restated Stockholders' Agreement dated as of May 22, 1995 (the "Stockholders
Agreement"), by and among CVC Holdings, Inc. and the stockholders named in such
Stockholders Agreement, as may have been amended through the date hereof.
Nothing in this Agreement shall be deemed to require the Company to deliver to
you copies of, or to seek your approval for, any amendments made to such
Stockholders Agreement. You further agree that you shall not be considered a
"Stockholder" (as defined in the Stockholders Agreement) with respect to any of
the Shares.
5. SHARE REPURCHASE RIGHT. At any time prior to later of the
expiration of (a) ninety (90) days from termination of your employment with the
Company for any reason, or (b) ninety (90) days after your latest exercise of
this Option, the Company shall have the right, but shall not be obligated, to
repurchase any Shares acquired pursuant to the terms of this Option (the
"Repurchase Right") by giving you or the holder of such Shares written notice of
the Company's intention to exercise such Repurchase Right prior to the later
expiration (the "Notice"). The per-share purchase price for the Shares shall be
determined as follows:
3
(a) in the event your employment with the Company is terminated
for "cause" as defined above or if the Committee shall determine that at the
time of such termination your employment could then have been terminated for
cause, the per-share purchase price for the Shares shall be equal to the lesser
of (i) your Option Price; or (ii) the applicable Fair Market Price, as
determined below; and
(b) in the event your employment with the Company terminates for
other than any of the reasons specified in Section 5(a) above, the per-share
purchase price for the Shares shall be equal to the applicable "Fair Market
Price." The "Fair Market Price" per Share shall be (A) the average of the
Annualized Net After-Tax Income per Share for each of the four (4) most recently
completed fiscal quarters of the Company prior to the date of the Notice
multiplied by (B) seven (7). For purposes hereof, the "Annualized Net After-Tax
Income" of the Company for any fiscal period shall be the consolidated income
after taxes of the Company for such period on an annualized basis, determined in
accordance with generally accepted accounting principles, consistently applied.
The calculations required by this Section 5(b) shall be made on a fully-diluted,
as-converted basis by the independent certified public accountants for the
Company, whose determination shall be final and binding on all parties hereto.
The Repurchase Right shall terminate when the Company's securities become
publicly traded.
(c) The closing for all purchases and sales of Shares provided
for in this Section 5 shall be held at the office of the Company at 10:00
o'clock a.m. on the 90th day after the giving of the Notice or such earlier date
as the Company shall specify. If the aforesaid closing date falls on a Saturday,
Sunday or legal holiday, then the closing shall be held on the next succeeding
business day. Except as hereinafter provided, the purchase price for the
purchase and sale of Shares determined pursuant to the provisions of Section 5
hereof shall be paid in eight equal quarterly installments, the first such
payment to be made on the date of the closing under Section 5 hereof and the
remaining seven installments to be made on the last day of each of the seven
immediately succeeding 90-day periods. Such installment obligations shall bear
interest on the outstanding balance at a rate equal to the prime rate announced
from time to time by the Company's principal lending bank (or, in the absence of
any such bank, The Chase Manhattan Bank), payable together with each principal
installment. Contemporaneously with the receipt of the first installment as
aforesaid, you or the seller(s) shall duly endorse to the Company and deliver to
the Company for cancellation the certificate or certificates representing the
Shares sold hereunder, together with all necessary documentary transfer stamps,
if any. The Company, at its option, may prepay any or all of such obligations
without penalty or premium.
6. COMPANY'S RIGHT OF FIRST REFUSAL. Without limitation of the
Company's other rights, including, without limitation, under Section 5 hereof,
before any Shares held by you or any transferee (either being sometimes referred
to herein as the "Holder") may be sold or otherwise transferred (including
transfer by gift or operation of law), the Company or its assignee(s) shall have
a right of first refusal to purchase the Shares on the terms and conditions set
forth in this Section (the "Right of First Refusal").
4
(a) NOTICE OF PROPOSED TRANSFER. The Holder of the Shares shall
deliver to the Company a written notice (the "Notice") stating: (i) the Holder's
bona fide intention to sell or otherwise transfer such Shares; (ii) the name of
each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the
number of Shares to be transferred to each Proposed Transferee; and (iv) the
bona fide cash price or other consideration per Share for which the Holder
proposes to transfer the Shares (the "Offered Price"), and the Holder shall
offer the Shares at the Offered Price to the Company or its assignee(s).
(b) EXERCISE OF RIGHT OF FIRST REFUSAL. At any time within sixty
(60) days after receipt of the Notice, the Company and/or its assignee(s) may,
by giving written notice to the Holder, elect to purchase all or any portion of
the Shares proposed to be transferred to any one or more of the Proposed
Transferees, at the purchase price determined in accordance with subsection (c)
below.
(c) PURCHASE PRICE. The purchase price ("Purchase Price") for the
Shares purchased by the Company or its assignee(s) under this Section shall be
the Offered Price. If the Offered Price includes consideration other than cash,
the cash equivalent value of the non-cash consideration shall be determined by
the Board of Directors of the Company in good faith.
(d) PAYMENT. Payment of the Purchase Price shall be made, at the
option of the Company or its assignee(s), in cash (by check), by cancellation of
all or a portion of any outstanding indebtedness of the Holder to the Company
(or, in the case of repurchase by an assignee, to the assignee), or by any
combination thereof within thirty (30) days after receipt of the Notice or in
the manner and at the times set forth in the Notice.
(e) HOLDER'S RIGHT TO TRANSFER. If any of the Shares proposed in
the Notice to be transferred to a given Proposed Transferee are not purchased by
the Company and/or its assignee(s) as provided in this Section, then the Holder
may sell or otherwise transfer such Shares to that Proposed Transferee at the
Offered Price, provided that such sale or other transfer is consummated within
sixty (60) days after the expiration of the right of refusal period and provided
further than any such sale or other transfer is effected in accordance with any
applicable securities laws and the Proposed Transferee agrees in writing that
the provisions of this Section shall continue to apply to the Shares in the
hands of such Proposed Transferee. If the Shares described in the Notice are not
transferred to the Proposed Transferee within such period, a new Notice shall be
given to the Company, and the Company and/or its assignees shall again be
offered the Right of First Refusal before any Shares held by the Holder may be
sold or otherwise transferred.
(f) EXCEPTION FOR CERTAIN FAMILY TRANSFERS. The restrictions of
this Section 6 shall not apply to any transfer permitted pursuant to Section
9(a)(ii) of this Agreement.
(g) TERMINATION OF RIGHT OF FIRST REFUSAL. The Right of First
Refusal shall terminate as to any Shares ninety (90) days after the first sale
of Common Stock of the Company to the general public pursuant to a registration
statement filed with and declared effective by the Securities and Exchange
Commission under the Securities Act of 1933, as amended.
5
7. RESERVATION OF SHARES. The Company will at all times through the
close of business on the Expiration Date reserve and keep available free from
preemptive rights, out of the aggregate of its authorized but unissued or
treasury shares of Common Stock, for the purpose of enabling it to satisfy any
obligation to issue shares of Common Stock upon exercise of this Option, the
number of Shares deliverable upon the exercise of this Option. The Company
covenants that all Shares issued upon exercise of this Option shall, upon
issuance in accordance with the terms of this Option, be fully paid and
nonassessable.
8. CERTAIN ADJUSTMENTS; MERGERS, CONSOLIDATIONS, ETC.
(a) Notwithstanding any other provisions contained in this
Agreement, in the event of the merger or consolidation of the Company, or
reorganization, reclassification or recapitalization of, stock dividend on,
stock split, reverse stock split, split-up, split-off, spin-off or combination
of, shares of Common Stock, appropriate adjustments shall be made by the
Committee as to the number of Shares and/or the exercise price per Share subject
to this Option, as shall be equitable to prevent reduction or enlargement of
rights under this Option, and the determination of the Committee as to such
matters shall be conclusive and binding. References in this Agreement to Shares
shall include any such securities or other property (including cash) into which
Shares of Common Stock may be changed pursuant to or in accordance with the
preceding sentence through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, split-up, split-off, spin-off, or
combination of shares.
(b) If (i) the Board of Directors of the Company approves a
merger or consolidation effecting a change in control of the Company (defined as
the acquisition of securities of the Company possessing a majority or more of
the total combined ordinary voting power of the Company's securities by persons
who were not stockholders of the Company immediately prior to such transaction
or affiliates of such stockholders), or a sale of a majority of the outstanding
voting securities of the Company effecting a change in control of the Company (a
"Sale of the Company"), then the Committee shall have the right to terminate
this Option (in which event such Option shall not be subject to the above
described adjustments in subsection (a)), by causing written notice of such
termination to be given to you at least fifteen (15) days prior to the earlier
of (A) the date on which such Sale of the Company is expected to become
effective, or (B) if different from the date specified in subclause (A) above,
the date as of which a record will be taken to determine the holders of shares
of Common Stock who shall be entitled to exchange such shares for securities or
other property (including cash) deliverable upon such Sale of the Company,
provided, however, that any such Options as to which notice of termination has
been sent by the Company as aforesaid in respect of any of the events described
above, which are not otherwise exercisable during the aforesaid fifteen (15) day
period solely because they are not then vested and which have not otherwise
lapsed or expired, shall have the vesting period thereof accelerated to permit
the exercise thereof subject to the consummation of such transactions during the
aforesaid fifteen (15) day period if all other conditions to exercise (other
than vesting) are met. Such notice shall be deemed duly given when given as
provided below, and failure to give such notice, or a defect therein, shall not
affect the termination of this Option.
6
(c) If the Committee shall determine to cause the termination of
this Option pursuant to subsection (b) above upon the occurrence of an event
described in said subsection (b) and the restrictions set forth in subsections
4(a) and/or 4(b) shall apply to the Options to be terminated, then, upon the
occurrence of such event and the actual consummation of the Sale of the Company,
this Option shall terminate and you shall receive, with respect to each Share
subject to this Option (including those Shares as to which vesting has been
accelerated pursuant to subsection (b) above), an amount per Share equal to the
excess of the Fair Market Value of each such Share immediately prior to the
occurrence of such transaction over the exercise Option Price per Share; such
amount to be payable in cash, in one or more of the kinds of property payable in
such transaction, or in a combination thereof, as the Committee, in its sole
discretion, shall determine.
9. RESTRICTIONS ON TRANSFERS. (a) This Option and any Shares issued
upon exercise thereof are not transferable by you, and this Option is
exercisable only by you, and this Option and any Shares issued upon exercise
thereof, may not be sold, assigned, transferred, pledged or hypothecated in any
way (whether by operation of law or otherwise) except that, (i) Shares may be
transferred in accordance with Section 6 of this Agreement, and (ii) upon your
death this Option or such Shares may be transferred subject to all of the terms
and conditions contained in this Agreement, (A) to your then-current spouse,
parents or lineal descendants, or to trusts or custodianships established for
any such person, (B) by operation of the laws of descent and distribution, (C)
by disposition pursuant to the terms of your last will and testament, to such
spouse, parent or lineal descendant or (D) otherwise to your estate. Neither
this Option nor any Shares shall be subject to execution, attachment or similar
proceeding. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of this Option or such Shares or any interest therein, and the levy
of any attachment or similar proceeding upon this Option or such Shares or any
interest therein, shall be null and void and without effect except as provided
in the preceding sentence.
(b) The Company may postpone the time of delivery of certificates for
the shares issuable upon the exercise of this Option for such additional time as
the Company shall deem necessary or desirable to enable it to comply with the
listing requirements of any securities exchange or the National Association of
Securities Dealers, Inc. upon which shares of the Company may then or are then
contemplated to be listed or quoted, or the requirements of the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any
rules or regulations of the Securities and Exchange Commission promulgated
thereunder or the requirements of applicable state laws relating to the
authorization, issuance or sale of securities.
(c) (i) You hereby represent and warrant to the Company that (A) this
Option and all Shares hereafter purchased or otherwise acquired by you have been
and are being acquired by you for your own account for investment, without any
intention of selling or further distributing the same, (B) you do not presently
have any reason to anticipate any change in circumstances or any other
particular occasion or event which would cause you to sell the Option or any of
such Shares, and (C) you are fully aware that in agreeing to grant the Option
and/or sell or issue such Shares to you, and in entering into this Agreement,
the Company has relied and is relying upon the truth and accuracy of these
representations and warranties.
7
(ii) Each instrument, agreement or certificate the
Company has issued or will issue to represent this Option shall prominently bear
a legend making reference to this Agreement and securities laws applicable to
the Shares acquired upon exercise hereof.
10. NOT A CONTRACT OF EMPLOYMENT. NOTHING IN THIS OPTION AGREEMENT
SHALL CONFER ANY RIGHT TO CONTINUE IN THE EMPLOY OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES, OR AFFECT THE RIGHT WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES
HAVE TO TERMINATE YOUR EMPLOYMENT.
11. MISCELLANEOUS. (a) You shall not have any rights to dividends or
any other rights of a stockholder with respect to any shares subject to this
Option, except to the extent that you have paid for such shares and a
certificate for such shares shall have been actually issued in your name upon
the due, proper and timely exercise of this Option as provided for herein.
(b) Each notice relating to this Option shall be in writing and
delivered in person or by certified mail, return receipt requested, to the
proper address. All notices to you shall be addressed to you at your address
below specified. All notices to the Company shall be addressed to the Company at
the address set forth on the first page of this Agreement with a copy to
Golenbock, Eiseman, Assor & Xxxx, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention: X.X. Xxxxxx, Esq. Anyone to whom a notice may be given under this
Agreement may designate a new address by notice to that effect given to the
other party in accordance with this subsection (b). Each such notice shall be
deemed given upon the receipt thereof when delivered in person and on the second
business day after the mailing when sent by mail as aforesaid.
(c) You understand that, upon exercise of this Option, you may
recognize income for tax purposes in an amount equal to the excess of the then
fair market value of the Shares purchased over the Option Price for such Shares.
Your employer may withhold tax from your current compensation with respect to
such income or any other income which it deems you to have received in
connection therewith; to the extent that your then current compensation is
insufficient to satisfy the withholding tax liability, you will be required to
make a cash payment to cover such liability as a condition of exercise of this
Option. You understand that you may suffer adverse tax consequences as a result
of your purchase or disposition of the Shares. You represent that you have
consulted with any tax consultants you deem advisable in connection with the
purchase or disposition of the Shares and that you are not relying on the
Company for any tax advice.
(d) If this Option shall be mutilated, lost, stolen or destroyed,
the Company shall issue in exchange and substitution for and upon cancellation
of the mutilated Option, or in lieu of and in substitution for the Option lost,
stolen or destroyed, a new Option of like tenor and denomination, but only upon
receipt of evidence satisfactory to the Company of such loss, theft or
destruction of such Option and such indemnity and, if requested by the Company,
such bond, as shall in each case be satisfactory to the Company. You must also
comply with such other reasonable requirements and pay such other reasonable
charges as the Company may prescribe in connection with such issuance.
8
(e) This Option shall be governed and construed in accordance
with the internal laws of the State of New York applicable to contracts
executed, delivered and to be fully performed in the State of New York, without
giving effect to contrary provisions regarding conflict of laws.
(f) This Agreement shall inure to the benefit of and shall be
binding upon your heirs, executors, administrators and legal representatives,
and shall inure to the benefit of and be binding upon the Company and its
successors and assigns. You may not assign, transfer, pledge, encumber,
hypothecate or otherwise dispose of this Agreement, or any of your rights
hereunder except if and to the extent expressly permitted by Section 9 of this
Agreement, and any such attempted prohibited delegation or disposition shall be
null and void and without effect.
(g) This Agreement constitutes the complete understanding between
the parties with respect to the subject matter hereof, and no statement,
representation, warranty or covenant has been made by either party with respect
thereto except as expressly set forth herein. This Agreement shall not be
altered, modified, amended or terminated except by written instrument signed by
each of the parties hereto.
(h) This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same instrument.
(i) The section headings contained herein are for the purposes of
convenience only, are not intended to define or limit the contents of said
sections and are not part of this Agreement.
(j) You agree that, in order to ensure compliance with the
restrictions referred to herein, the Company may issue appropriate "stop
transfer" instructions to its transfer agent, if any, and that, if the Company
transfers its own securities, it may make appropriate notations to the same
effect in its own records.
(k) The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of
any of the provisions of this Agreement or (ii) to treat as the owner of such
Shares or to accord the right to vote or pay dividends to any purchaser or other
transferee to whom such Shares shall have been so transferred.
(l) By signing below, you hereby accept this Option subject to
all of the terms and provisions hereof and acknowledge all of the
representations, warranties and agreements set forth above. This Option shall
not be effective until you have signed this Option and delivered it to the
Company.
9
IN WITNESS WHEREOF, CVC Holdings, Inc. has caused this Option to be
executed as of the date first above set forth.
CVC HOLDINGS, INC.
By: /s/ Xxxxxxxxx X. Xxxxxxx
-------------------------
Name:
Title:
ACCEPTED AND AGREED TO:
/s/ Xxxxxx Xxxxxxxxx
--------------------
---------------------
---------------------
[Address]
10
TABLE A
Number of Shares Vesting Pursuant and
Subject to Options Subject to This Option On:
------------------ --------------------------
667 August 28, 1996
667 August 28, 1997
666 August 28, 1998
/s/ Xxxxxx Xxxxxxxxx
-------------------------
/s/ Xxxxxxxxx X. Xxxxxxx
-------------------------
11
