NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
This NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (this "AGREEMENT") dated
as of June 22, 2000, between XXXXXXXXXXXXX.XXX, INC., a Delaware Corporation
(the "CORPORATION"), and Xxxxxxx X. Xxxxxxx, M.D., residing at 00 X. 00xx
Xxxxxx, #0X, Xxx Xxxx, Xxx Xxxx 00000 (the "PARTICIPANT").
W I T N E S S E T H:
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WHEREAS, the Corporation desires, in connection with the Participant's
service as a Non-Employee Director of the Corporation, to provide the
Participant with an opportunity to acquire shares of the Corporation's Class A
Common Stock, $0.01 par value (the "CLASS A STOCK"), on favorable terms and to
thereby align his or her interest in the continued progress and success of the
Corporation's business with those of the Corporation's shareholders. Unless
otherwise defined herein, all capitalized terms used herein shall have the same
definitions as set forth in Section 23 hereof.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein set forth and other good and valuable consideration, the Corporation and
the Participant hereby agree as follows:
1. Confirmation of Grant of Option. Subject to the terms of this Agreement,
the Corporation hereby grants to the Participant the right to purchase
(hereinafter referred to as the "OPTION") an aggregate of 20,000 shares of Class
A Stock, subject to adjustment as provided in Sections 21 and 22 hereof (such
shares, as adjusted, hereinafter being referred to as the "SHARES"). The Option
is not intended to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "CODE").
2. Exercise Price. The exercise price for the purchase of the Shares
covered by the Option will be $1.53 per Share, which equals the Fair Market
Value of such Shares on the date such Options are deemed granted hereunder,
subject to adjustment as provided in Sections 21 and 22 hereof.
3. Exercise of Option. The Option shall be exercisable on the terms and
conditions hereinafter set forth:
(a) The Option shall become exercisable as to the following amounts of
the number of Shares originally subject thereto (after giving effect to any
adjustment), on the dates indicated:
(i) as to 6,667 Shares on or after June 22, 2001;
(ii) as to 6,666 Shares on or after June 22, 2002; and
(iii) as to 6,666 Shares on or after June 22, 2003.
(b) The Option may be exercised pursuant to the provisions of this
Section 3, by notice and payment (including, but not limited to, by a "cashless"
exercise) to the Corporation as provided in Section 11 hereof.
4. Term of Option. The term of the Option shall be a period of ten (10)
years from the date hereof, subject to earlier termination or cancellation as
provided in this Agreement. This Option, to the extent unexercised, shall expire
on the day immediately prior to the tenth anniversary of the date hereof. The
Participant shall not have any rights to dividends or any other rights of a
stockholder with respect to any shares of Class A Stock subject to the Option
until such shares shall have been issued to him or her (as evidenced by the
appropriate entry on the books of a duly authorized transfer agent of the
Corporation) provided that the date of issuance shall not be earlier than the
date this Option is exercised and payment of the full purchase price of the
shares of Class A Stock (with respect to which this Option is exercised) is made
to the Corporation.
5. Non-transferability of Option. The Option shall not be assigned,
transferred or otherwise disposed of, or pledged or hypothecated in any way, and
shall not be subject to execution, attachment or other process except by will or
the laws of descent and distribution; provided, however, that such Option or any
rights or interests therein may be assignable or transferable upon consent of
the Committee, which consent may be withheld in its sole discretion. During the
lifetime of a Participant, Options granted hereunder shall be exercisable only
by the Participant. Any assignment, transfer, pledge, hypothecation or other
disposition of the Option contrary to the provisions of this Agreement, or any
levy of execution, attachment or other process attempted upon the Option, will
be null and void and without effect. Any attempt to make any such assignment,
transfer, pledge, hypothecation or other disposition of the Option or any
attempt to make any such levy of execution, attachment or other process will
cause the Option to terminate immediately upon the happening of any such event;
provided, however, that any such termination of the Option under the foregoing
provisions of this Section 5 will not prejudice any rights or remedies which the
Corporation or any Parent or Subsidiary (each as defined below) may have under
this Agreement or otherwise.
6. Exercise Upon Death. If the Participant dies while holding an
exercisable Option, such Option shall remain exercisable by his or her estate
(or other beneficiaries, as designated in writing by such Participant) until the
end of the exercise period under the Option, unless the Committee shall
otherwise provide at the time of the grant of the Option. At any time during the
one year period following the Participant's death, the Corporation shall have
the right in its sole discretion to purchase, and the estate or beneficiary of
the deceased Participant shall have the obligation to sell to the Corporation
(i) any outstanding Option exercisable by the estate or beneficiary at the then
Fair Market Value of a share of Class A Stock less the exercise price and (ii)
any shares of Class A Stock held of record or beneficially by the estate or
beneficiary through the exercise of an Option at their then Fair Market Value.
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7. Exercise Upon Disability; Voluntary Termination. If the Participant's
service is terminated by reason of (i) Disability or (ii) voluntary
discontinuance of service, any then exercisable Option shall remain exercisable
until the end of the exercise period under such Option and all Options not
exercisable on the date of such termination shall be forfeited and canceled.
8. Misconduct by Participant. If the Board of Directors (excluding the
Participant accused of such misconduct) determines that the Participant has
committed an act of embezzlement, fraud, dishonesty, nonpayment of an obligation
owed to the Corporation, breach of fiduciary duty or deliberate disregard of the
Corporation's rules resulting in loss, damage or injury to the Corporation, or
if the Participant makes an unauthorized disclosure of the Corporation's trade
secrets or confidential information, engages in any conduct constituting unfair
competition, induces any of the Corporation's customers to breach a contract
with the Corporation or induces any principal for whom the Corporation acts as
agent to terminate such agency relationship, neither the Participant nor his or
her estate shall be entitled to exercise any Option whatsoever. In making such
determination, the Board of Directors shall provide the Participant an
opportunity to appear and present evidence on the Optionee's behalf at a hearing
before the Board of Directors or a committee of the Board of Directors.
9. Exercise Upon Other Termination of Service. In the event the Participant
ceases to serve as a director of the Corporation for any reason other than as
described in Sections 6, 7 or 8 above, within ninety (90) days after such
cessation, the Participant may exercise his or her Option to the extent that it
was exercisable on the date of such termination. Notwithstanding the foregoing,
in no event may the Option be exercised after the term set forth in Section 4
has expired. To the extent an Option was not exercisable at the date of such
termination, or the Participant does not exercise such Option within the time
specified above, the Option shall be forfeited and canceled.
10. Registration. The Corporation may register or qualify the shares
covered by the Option for sale pursuant to the Securities Act of 1933, as
amended, at any time prior to or after the exercise in whole or in part of the
Option.
11. Method of Exercise of Option. (a) Subject to the terms and conditions
of this Agreement, the Option shall be exercisable by notice in the manner set
forth in Exhibit A hereto (the "NOTICE") and provision for payment to the
Corporation in accordance with the procedure prescribed herein. Each such Notice
shall:
(i) state the election to exercise the Option and the number of
Shares with respect to which it is being exercised;
(ii) contain a representation and agreement as to investment intent,
if required by the Committee with respect to such Shares, in a
form satisfactory to the Committee;
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(iii) be signed by the Participant or the person or persons entitled
to exercise the Option and, if the Option is being exercised by
any person or persons other than the Participant, be
accompanied by proof satisfactory to the Committee of the right
of such other person or persons to exercise the Option;
(iv) include payment of the full purchase price for the shares of
Class A Stock to be purchased pursuant to such exercise of the
Option; and
(v) be received by the Corporation on or before the date of the
expiration of this Option. In the event the date of expiration
of this Option falls on a day which is not a regular business
day at the Corporation's executive office then such Notice must
be received at such office on or before the last regular
business day prior to such date of expiration.
(b) Payment of the purchase price of any shares of Class A Stock, in
respect of which the Option shall be exercised, shall be made by the Participant
or such person or persons at the place specified by the Corporation on the date
the Notice is received by the Corporation (i) by delivering to the Corporation a
certified or bank cashier's check payable to the order of the Corporation, (ii)
by delivering to the Corporation properly endorsed certificates of shares of
Class A Stock (or certificates accompanied by an appropriate stock power) with
signature guaranties by a bank or trust company, (iii) by having withheld from
the total number of shares of Class A Stock to be acquired upon the exercise of
this Option a specified number of such shares of Class A Stock, (iv) by any form
of "cashless" exercise or (v) by any combination of the above.
(c) The Option shall be deemed to have been exercised on the date the
Notice was received by the Corporation with respect to any particular shares of
Class A Stock if, and only if, the preceding provisions of this Section 11 and
the provisions of Section 12 hereof shall have been complied with. Anything in
this Agreement to the contrary notwithstanding, any Notice given pursuant to the
provisions of this Section 11 shall be void and of no effect if all of the
preceding provisions of this Section 11 (including this subsection (c)) and the
provisions of Section 12 shall not have been complied with.
(d) The certificate or certificates for shares of Class A Stock as to
which the Option shall be exercised will be registered in the name of the
Participant (or in the name of the Participant's estate or other beneficiary, if
the Option is exercised after the Participant's death), or if the Option is
exercised by the Participant and if the Participant so requests in the Notice
exercising the Option, will be registered in the name of the Participant and
another person jointly, with right of survivorship, and will be delivered as
soon as practical after the date the Notice is received by the Corporation
(accompanied by full payment of the exercise price), but only upon compliance
with all of the provisions of this Agreement.
(e) If the Participant fails to accept delivery of and pay for all or
any part of the number of Shares specified in such Notice, his or her right to
exercise the Option with respect to
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such undelivered Shares may be terminated in the sole discretion of the
Committee. The Option may be exercised only with respect to full Shares.
(f) The Corporation shall not be required to issue or deliver any
certificate or certificates for shares of its Class A Stock purchased upon the
exercise of any part of this Option prior to the payment to the Corporation,
upon its demand, of any amount requested by the Corporation for the purpose of
satisfying its liability, if any, to withhold state or local income or earnings
tax or any other applicable tax or assessment (plus interest or penalties
thereon, if any, caused by a delay in making such payment) incurred by reason of
the exercise of this Option or the transfer of shares thereupon. Such payment
shall be made by the Participant in cash or, with the consent of the
Corporation, by tendering to the Corporation shares of Class A Stock equal in
value to the amount of the required withholding. In the alternative, the
Corporation may, at its option, satisfy such withholding requirements by
withholding from the shares of Class A Stock to be delivered to the Participant
pursuant to an exercise of this Option, a number of shares of Class A Stock
equal in value to the amount of the required withholding.
12. Approval of Counsel. The exercise of the Option and the issuance and
delivery of shares of Class A Stock pursuant thereto shall be subject to
approval by the Corporation's counsel of all legal matters in connection
therewith, including, but not limited to, compliance with the requirements of
the Securities Act of 1933, as amended (the "SECURITIES ACT") and the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
upon which the Class A Stock may then be listed.
13. Resale of Class Stock. (a) Resale of Class A Stock. If so requested by
the Corporation, upon any sale or transfer of the Class A Stock purchased upon
exercise of the Option, the Participant shall deliver to the Corporation an
opinion of counsel satisfactory to the Corporation to the effect that either (i)
the Class A Stock to be sold or transferred has been registered under the
Securities Act of 1933, and that there is in effect a current prospectus meeting
the requirements of Section 10(a) of the Securities Act which is being or will
be delivered to the purchaser or transferee at or prior to the time of delivery
of the certificates evidencing the Class A Stock to be sold or transferred or
(ii) such Class A Stock may then be sold without violating Section 5 of said
Act.
(b) The Class A Stock issued upon exercise of the Option shall bear
the following legend if required by counsel for the Corporation:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFER OF SUCH SECURITIES MAY
BE MADE UNLESS SUCH TRANSFER IS MADE IN CONNECTION WITH AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN
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EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT.
14. Reservation of Shares. The Corporation shall at all times during the
term of the Option reserve and keep available such number of shares of the Class
A Stock as will be sufficient to satisfy the requirements of this Agreement.
15. Nonguarantee. Nothing contained in this Agreement shall be construed to
confer any right with respect to continuation of service as a director of the
Corporation or nomination to serve as a director of the Corporation, nor shall
it interfere in any way with any rights which the Participant or the Corporation
may have to terminate his or her directorship at any time.
16. Notices. Each notice relating to this Agreement shall be in writing and
delivered in person, by air courier or by certified mail to the proper address.
All notices to the Corporation or the Committee shall be addressed to them at
XxxxxxxXxxxxx.xxx, Inc., 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000,
Attn: President and Chief Executive Officer. All notices to the Participant
shall be addressed to the Participant or such other person or persons at the
Participant's address above specified. Anyone to whom a notice may be given
under this Agreement may designate a new address by notice to that effect.
17. Benefits of Agreement. This Agreement shall inure to the benefit of and
be binding upon each successor and assign of the Corporation. All obligations
imposed upon the Participant and all rights granted to the Corporation under
this Agreement shall be binding upon the Participant's heirs, legal
representatives, successors and assigns.
18. Severability. In case any provision of this Agreement shall be held
illegal or void, such illegality or invalidity shall not affect the remaining
provisions of this Agreement, but shall be fully severable, and this Agreement
shall be construed and enforced as if said illegal or invalid provisions had
never been inserted herein.
19. Governing Law. All questions pertaining to the validity, construction
and administration of this Agreement shall be determined in accordance with the
laws of the State of New York.
20. Amendment. Any term or provision of this Agreement may be waived at any
time by the party which is entitled to the benefits thereof, and any term or
provision of this Agreement may be amended or supplemented at any time by the
mutual consent of the parties hereto, except that any waiver of any term or
condition, or any amendment, of this Agreement must be in writing.
21. Recapitalization, Etc. In the event there is any change in the Class A
Stock of the Corporation by reason of a reorganization, recapitalization, stock
conversion, stock split, stock dividend or otherwise, there shall be (i)
substituted for or added to each share of Class A Stock thereafter subject, or
which may become subject, to any Option, the number and kind of shares of
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stock or other securities into which each outstanding share of Class A Stock
shall be so changed or for which each such share shall be exchanged, or to which
each such share shall be entitled, as the case may be, and the per share
exercise price thereof also shall be proportionately adjusted, but only to the
extent such adjustment is appropriate, and (ii) an appropriate and proportionate
adjustment in the maximum aggregate number of shares for which Options may be
granted hereunder. The Committee shall also make appropriate adjustments, if
any, in the event there is any change in the Class B common stock of the
Corporation by reason of a reorganization, recapitalization, stock conversion,
stock split, stock dividend or otherwise without corresponding changes to the
Class A Stock.
22. Merger, Consolidation or Change in Control of Corporation. (a) Upon (i)
the dissolution or liquidation of the Corporation or (ii) a Change in Control
(each event described in (i) and (ii), a "Liquidity Event"), the Participant
shall have the right immediately prior to the effective date of such Liquidity
Event (or, if later, within 10 days of the Participant's notification of such
event) to exercise any Option granted and still outstanding (and not otherwise
expired) in whole or in part without regard to any installment or vesting
provision that may have been made part of the terms and conditions of such
Option(s), provided that all conditions precedent to the exercise of such
Options, other than the passage of time, have occurred. The Corporation, to the
extent practicable, shall give advance notice to affected Participants of any
such Liquidity Event. All such Options which are not so exercised shall be
canceled and forfeited as of the effective time of any such Liquidity Event (or,
if later, at the end of the applicable 10-day notice period). If the Corporation
engages in a Business Combination which is not a Liquidity Event, the
Corporation may, in connection with such transaction, at its option elect one of
the following: provide for (i) the continuance of the options granted hereunder
(either by express provision or, if the Corporation is the surviving corporation
in the Business Combination, as a consequence of the failure to address the
treatment of options in the applicable agreements), (ii) the substitution of new
options for Options granted hereunder (which new options grant Participants the
right to purchase the securities they would have received had they held Class A
Stock immediately prior to the Business Combination) or (iii) acceleration of
outstanding Options in which case such Business Combination will be deemed a
"Liquidity Event" and Options treated in accordance with the preceding sentences
of this Section 22(a); provided that if in connection with such Business
Combination, all of the outstanding stock options previously granted by the
Corporation under any non-director stock option plan adopted by the Corporation
are accelerated, then such Business Combination will be deemed a "Liquidity
Event" and Options will be treated in accordance with the preceding sentences of
this Section 22(a).
(b) In the event that any Participant's service as a director of the
Corporation is terminated for any reason in connection with, or within one year
after a Qualifying Business Combination (as defined below), notwithstanding any
other provision of this Agreement, such Participant's Options shall immediately
vest and become non-forfeitable, but shall remain exercisable in accordance with
the time periods set forth in Section 3(a) above. A "Qualifying Business
Combination" is (x) when any person (including any individual, firm, partnership
or other entity) together with all Affiliates and Associates (as defined under
Rule 12b-2 of the General Rules and Regulations promulgated under the Exchange
Act) of such person, but excluding (i) any person or any Affiliate or Associate
thereof who is a direct or indirect shareholder of the Corporation as of the
date of this
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Agreement, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Corporation or any subsidiary of the Corporation,
or (iii) the Corporation or any subsidiary of the Corporation, becomes the
beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of securities of the Corporation representing a majority
of the combined voting power of the Corporation's then outstanding securities,
other than by reason of a Business Combination or (y) a Business Combination, in
either case, which is not otherwise treated as a Liquidity Event for purposes of
this Section 22(b) but in which shareholders of the Corporation (or their
Affiliates or Associates) immediately prior to the Business Combination cease to
own a majority of the voting securities of the surviving corporation.
23. Definitions. For purposes of this Agreement, unless expressly stated to
the contrary or the context clearly indicates otherwise, the following terms
shall have the meanings set forth below:
(a) "Business Combination" shall mean a merger, consolidation, exchange
offer or other business combination involving the Corporation and another
corporation.
(b) "Change in Control" shall occur (x) when any person (including any
individual, firm, partnership or other entity) together with all Affiliates and
Associates (as defined under Rule 12b-2 of the General Rules and Regulations
promulgated under the Exchange Act) of such person, but excluding (i) any person
or any Affiliate or Associate thereof who is a direct or indirect shareholder of
the Corporation as of the date of this Agreement, (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of the Corporation
or any subsidiary of the Corporation, or (iii) the Corporation or any
Subsidiary, becomes the beneficial owner (as defined in Rule 13d-3 promulgated
under the Exchange Act), directly or indirectly, of securities of the
Corporation representing a majority of the combined voting power of the
Corporation's then outstanding securities, other than by reason of a Business
Combination, (y) upon a Business Combination if the shareholders of the
Corporation (or Affiliates or Associates thereto) immediately prior to such
Business Combination do not, as of the date of such Business Combination (after
giving effect thereto), own a beneficial interest, directly or indirectly, in
shares of voting securities of the corporation surviving such Business
Combination having at least a majority of the combined voting power of such
surviving corporation's then outstanding securities or (z) upon a sale by the
Corporation of all or substantially all of its assets; provided that in the case
of (x), (y) or (z) shareholders of the Corporation receive cash in the event
giving rise to such Change of Control equal to at least 30% of the value of
their shares in the Corporation.
(c) "Committee" shall mean the Board of Directors of the Corporation or
a committee appointed by the Board of Directors for purposes of administration,
operation and application of this Agreement.
(d) "Disability" shall have the same meaning as the term "permanent and
total disability" under Section 22(e)(3) of the Code.
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(e) "Fair Market Value" with respect to the Corporation's Class A Stock
shall mean: (i) in the event the Corporation's Class A Stock is not publicly
traded, the fair market value of such Class A Stock, as determined by the
Committee in good faith; (ii) in the event the Corporation's Class A Stock is
publicly traded, the fair market value is the closing price per share of such
Class A Stock of the Corporation on the date of grant, and if such date is not a
Trading Day, the date of grant shall be deemed the closing price on the next
Trading Day, as reported by the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") or any comparable system; or (iii) if the
Class A Stock is not listed on NASDAQ or a comparable system, the average over
the ten business days ending on a Trading Day of the last reported sale price of
the Class A Stock on each day or, if no sale is publicly reported, the average
of the closing bid and asked prices for the Class A Stock on each day during
such period ending on such Trading Day; as furnished by two members of the
National Association of Securities Dealers, Inc. who make a market in the Class
A Stock selected from time to time by the Corporation for that purpose. In
addition, for purposes of this definition, a "Trading Day" shall mean, if the
Class A Stock is listed on any securities exchange, a business day during which
such exchange was open for trading or, if the Class A Stock is not listed on any
national securities exchange but is traded in the over-the-counter market, a
business day during which the over-the-counter market was open for trading.
(f) "Parent" shall mean a parent corporation of the Corporation within
the meaning of Section 424(e) of the Code.
(g) "Subsidiary" shall mean a subsidiary corporation of the Corporation
within the meaning of Section 424(f) of the Code.
24. Miscellaneous.
(a) Investment Representation. Upon the exercise of an Option, the
Committee may require, as a condition of receiving Class A Stock, that the
Participant furnish to the Corporation such written representations and
information as the Committee deems appropriate to permit the Corporation, in
light of the existence or nonexistence of an effective registration statement
under the Securities Act, to deliver such securities in compliance with the
provisions of the Securities Act.
(b) Plurals and Gender. Where appearing in the Agreement, masculine
gender shall include the feminine and neuter genders, and the singular shall
include the plural, and vice versa, unless the context clearly indicates a
different meaning.
(c) Headings. The headings and sub-headings in this Agreement are
inserted for the convenience of reference only and are to be ignored in any
construction of the provisions hereof.
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(d) Cooperation of Parties. All parties of this Agreement and any
person claiming any interest hereunder agree to perform any and all acts and
execute any and all documents and papers which are necessary or desirable for
carrying out this Agreement or any of its provisions.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed in its name by its President and its corporate seal to be hereunto
affixed and the Participant has hereunto set his or her hand all as of the date,
month and year first above written.
XxxxxxxXxxxxx.xxx, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President and Chief Executive
Officer
/s/ Xxxxxxx Xxxxxxx
-------------------------------------
Xxxxxxx Xxxxxxx
-------------------------------------
Social Security Number
10
EXHIBIT A
NON-EMPLOYEE DIRECTOR STOCK OPTION EXERCISE FORM
--------------------
Date
XxxxxxxXxxxxx.xxx, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Attention: Secretary
Dear Sirs:
Pursuant to the provisions of the Non-Employee Director Stock Option
Agreement, dated June 22, 2000, whereby you have granted to me a stock option to
purchase 20,000 shares of the Class A Common Stock (the "CLASS A STOCK") of
XxxxxxxXxxxxx.xxx, Inc. (the "CORPORATION"), I hereby notify you that I elect to
exercise my option to purchase ______________ of the shares covered by such
Option at the exercise price specified thereon. In full payment of the price for
the shares being purchased hereby:
1. I am delivering to you herewith:
(a) a certified or bank cashier's check payable to the order of the
Corporation in the amount of $_________; $_________ of this amount is the
purchase price of the shares, and the balance represents payment of withholding
taxes as follows: Federal $_________, State $_________ and Local $_________ OR
(b) a certificate or certificates for [ ] shares of Class A Stock of
the Corporation, which have a Fair Market Value as of the date hereof at least
equal to the option exercise price, and a certified or bank cashier's check,
payable to the order of the Corporation, in the amount of $_________, which
represents payment of withholding taxes as follows: Federal $_________, State
$_________ and Local $_________. Any such stock certificate or certificates are
endorsed, or accompanied by an appropriate stock power, to the order of the
Corporation, with my signature guaranteed by a bank or trust company or by a
member firm of the National Association of Securities Dealers, Inc.
(c) OR
(d) Please retain __________ shares of Class A Stock of the Corporation
covered by the Option which have a Fair Market Value as of the date hereof at
least equal to the option exercise price. I am delivering to you herewith a
certified or bank cashier's check, payable to the order of the Corporation, in
the amount of $_________ which represents payment of withholding taxes as
follows: Federal $_________, State $_________ and Local $_________.
In the event the amounts designated above are insufficient for the
withholding of federal, state and local taxes, I hereby authorize the
Corporation to withhold in accordance with applicable law from any regular cash
compensation payable to me the balance of any taxes required to be withheld by
the Corporation under federal, state or local law as a result of my election
herein. Further, I acknowledge that I am purchasing these shares for investment
purposes only and not for resale.
Very truly yours,
---------------------------------
Xxxxxxx Xxxxxxx
Address for notices, reports, dividend checks
and other communications to stockholders:
[ ]
[ ]
[ ]
A-2
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Stock Option Agreement
XxxxxxxXxxxxx.xxx, Inc.
NON-EMPLOYEE DIRECTOR STOCK OPTION
Granted To
XXXXXXX X. XXXXXXX, M.D.
Participant
20,000 $1.53
------------------------ ------------------------
Number of Shares Price per Share
DATE GRANTED: June 22, 2000 EXPIRATION DATE: June 21, 2010
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