EXHIBIT 99.4
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into, and are hereby
made a part of, that certain Stock Option Agreement dated ____________________
(the "Option Agreement") by and between Xxxxxx.xxx, Inc. (the "Corporation") and
______________________________ ("Optionee") evidencing the stock option (the
"Option") granted on ________________, 19____ to Optionee under the terms of the
Corporation's 1999 Stock Option Plan, and such provisions shall be effective
immediately. All capitalized terms in this Addendum, to the extent not
otherwise defined herein, shall have the meanings assigned to them in the Option
Agreement.
LIMITED STOCK APPRECIATION RIGHT
1. Optionee is hereby granted a limited stock appreciation right
exercisable upon the following terms and conditions:
(i) Optionee shall have the unconditional right exercisable at
any time during the thirty (30)-day period immediately following a Hostile
Take-Over to surrender the Option to the Corporation, to the extent the
Option is at the time exercisable for one or more shares of Common Stock.
In return for the surrendered Option, Optionee shall receive a cash
distribution from the Corporation in an amount equal to the excess of (A)
the Option Surrender Value of the Option Shares for which the surrendered
option (or surrendered portion) is at the time exercisable over (B) the
aggregate Exercise Price payable for such shares.
(ii) To exercise this limited stock appreciation right, Optionee
must, during the applicable thirty (30)-day exercise period, provide the
Corporation with written notice of the option surrender in which there is
specified the number of Option Shares as to which the Option is being
surrendered. Such notice must be accompanied by the return of Optionee's
copy of the Option Agreement, together with any written amendments to such
Agreement. The cash distribution shall be paid to Optionee within five (5)
business days following such delivery date. The exercise of the limited
stock appreciation right in accordance with the terms of this Addendum is
hereby approved by the Plan Administrator in advance of such exercise, and
no further approval of the Plan Administrator shall be required at the time
of the actual option surrender and cash distribution. Upon receipt of such
cash distribution, the Option shall be cancelled with respect to the Option
Shares for which the Option has been surrendered, and Optionee shall cease
to have any further right to acquire those Option Shares under the Option
Agreement. The Option shall, however, remain outstanding and exercisable
for the balance of the Option Shares (if any) in accordance with the terms
of the Option Agreement, and the Corporation shall issue a new stock option
agreement
(substantially in the same form of the surrendered Option Agreement) for
those remaining Option Shares.
(iii) In no event may this limited stock appreciation right
be exercised when there is not a positive spread between the Fair Market
Value of the Option Shares subject to the surrendered option and the
aggregate Exercise Price payable for such shares. This limited stock
appreciation right shall in all events terminate upon the expiration or
sooner termination of the Option and may not be assigned or transferred by
Optionee, except to the extent the Option is transferable in accordance
with the provisions of the Option Agreement.
2. For purposes of this Addendum, the following definitions shall be
in effect:
(i) A Hostile Take-Over shall mean
(A) the acquisition, directly or indirectly, by any person or
related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common
control with, the Corporation) of beneficial ownership (within the meaning
of Rule 13d-3 of the 0000 Xxx) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation's
outstanding securities pursuant to a tender or exchange offer made directly
to the Corporation's stockholders which the Board does not recommend such
stockholders to accept, or
(B) a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of the
Board members ceases, by reason of one or more contested elections for
Board membership, to be comprised of individuals who either (I) have been
Board members continuously since the beginning of such period or (II) have
been elected or nominated for election as Board members during such period
by at least a majority of the Board members described in clause (A) who
were still in office at the time the Board approved such election or
nomination.
(ii) The Option Surrender Value shall mean the Fair Market Value
per share of Common Stock on the option surrender date or, in the event of
a Hostile Take-Over effected through a tender offer, the highest reported
price per share of Common Stock paid by the tender offeror in effecting
such Hostile Take-Over, if greater. However, if the surrendered Option is
designated as an Incentive Option in the Grant Notice, then the Option
Surrender Value shall not exceed the Fair Market Value per share.
IN WITNESS WHEREOF, Xxxxxx.xxx, Inc. has caused this Addendum to be
executed by its duly-authorized officer, and Optionee has executed this
Addendum, all as of the Effective Date specified below.
XXXXXX.XXX, INC.
By:
---------------------------------
Title:
---------------------------------
-----------------------------------
OPTIONEE
EFFECTIVE DATE: ________________________, 199__
