Exhibit 4
Agreement Relating to Celebrate Express Options
WHEREAS, Xxx Xxxxxx Xxxxx pursued representation on the Board of Directors of
Celebrate Express (BDAY) in his capacity as Managing Member of Xxxxxxx Capital
Management, the investment adviser to the Xxxxxxx Capital Opportunity Fund, LP
and the Xxxxxxx Capital Offshore Opportunity Fund, Ltd. (each a "Fund" and
collectively the "Funds") as disclosed in various filings made with the
Securities and Exchange Commission beginning in June 2006; and
WHEREAS, on August 21, 2006, Celebrate Express publicly announced that it had
appointed Xx. Xxxxxx Xxxxx to its board of directors; and
WHEREAS, on August 17, 2006, Xx. Xxxxxx Xxxxx was automatically granted, under
Celebrate Express's 2004 Amended and Restated Equity Incentive Plan, the right
to buy 13,246 shares of Celebrate Express at $12.47 per share with an expiration
date of August 16, 2016 to vest over a three-year period in equal quarterly
installments beginning on November 17, 2006 ("the Options");
Xx. Xxxxxx Xxxxx, as of August 17, 2006, agrees to buy, sell or hold and to vote
the Options and any shares into which they are converted for the sole benefit of
the Funds and to transfer, as soon as practicable, any proceeds received from
the sale or other transfer of such Options or shares into which they are
converted to the Funds in an amount proportionate to each Fund's ownership of
BDAY.
Agreed:
/s/Xxx Xxxxxx Xxxxx
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Xxx Xxxxxx Xxxxx
Accepted by:
/s/Xxx Xxxxxx Xxxxx
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Xxxxxxx Capital Opportunity Fund, Ltd. by
its Investment Adviser, Xxxxxxx Capital
Management, LLC by its Managing Member, Xxx
Xxxxxx Xxxxx
/s/Xxx Xxxxxx Xxxxx
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Xxxxxxx Capital Offshore Opportunity Fund,
Ltd. by its Investment Adviser, Xxxxxxx
Capital Management, LLC by its Managing
Member, Xxx Xxxxxx Xxxxx
