TORBAY HOLDINGS, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Exhibit
10.9
TORBAY
HOLDINGS, INC.
STOCK
OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Torbay
Holdings, Inc. a Delaware corporation (the “Corporation”) hereby grants to the
holder listed below (“Optionee”), an option to purchase the number of shares of
the Corporation’s Common Stock set forth below (the “Option”). This Option is
subject to all of the terms and conditions as set forth herein and in the Stock
Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”).
Optionee:
_________________________________________
Grant
Date:
Exercise
Price per Share:
Total
Exercise Price: $________________________________________
Total
Number of Shares Subject to the Option: shares of Common Stock (“Option
Shares”)
Expiration
Date
Type
of
Option: Non-Statutory Option
Vesting
Schedule: Option shares fully vested on Grant Date
_______________________________________
Xxxxxx
X.
Xxxxxxx
Chairman,
Compensation Committee
Torbay
Holdings, Inc.
0000
Xxxxxxxxx Xx., Xxx X000
Irvine,
CA 92612-0657
By
his or
her signature, Optionee agrees to be bound by the terms and conditions of the
Stock Option Agreement and this Grant Notice. Optionee has reviewed the Stock
Option Agreement and this Grant Notice in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Grant Notice and fully
understands all provisions of this Grant Notice, and the Stock Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Company upon any questions arising under the Option.
OPTIONEE
By:________________________________
Name:
__________________________
Title:
________________________
Address:
___________________________
__________________________________
EXHIBIT
A
TO
STOCK
OPTION GRANT NOTICE
Pursuant
to the Stock Option Grant Notice (“Grant Notice”) to which this Stock Option
Agreement (this “Agreement”) is attached, Torbay Holdings, Inc., a Delaware
corporation (the “Corporation”), has granted to Optionee an option to purchase
the number of shares of Common Stock indicated in the Grant Notice.
ARTICLE
I
GENERAL
1.1
Defined
Terms.
Capitalized terms not specifically defined herein shall have the meanings
specified in the Grant Notice.
ARTICLE
II
GRANT
OF
OPTION
2.1
Grant
of Option.
In
consideration of Optionee’s past and/or continued service to the Corporation or
a Parent or Subsidiary and for other good and valuable consideration, effective
as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the
Corporation irrevocably grants to Optionee the Option to purchase any part
or
all of an aggregate of the number of shares of Common Stock set forth in the
Grant Notice, upon the terms and conditions set forth in this Agreement.
2.2
Adjustment
to the Number of Option Shares.
The
Option Shares shall be subject to adjustment from time to time as
follows:
(i)
In
the
event the Corporation should at any time or from time to time fix a record
date
for the effectuation of a split or subdivision of the outstanding shares of
Common Stock or the determination of holders of Common Stock entitled to receive
a dividend or other distribution payable in additional shares of Common Stock
or
other securities or rights convertible into, or entitling the holder thereof
to
receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as “Common Stock Equivalents”) without payment of any consideration
by such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date
of
such dividend distribution, split or subdivision if no record date is fixed),
the number of Option Shares shall be appropriately adjusted so that the number
of shares of Common Stock purchasable under the Option shall be increased in
proportion to such increase in the aggregate number of shares of Common Stock
outstanding and those issuable with respect to such Common Stock
Equivalents.
(ii)
If
the
number of shares of Common Stock outstanding at any time is decreased by a
reverse stock split or combination of the outstanding shares of Common Stock,
then, following the record date of such reverse stock split or combination,
the
number of Option Shares shall not be decreased by a reverse stock split or
combination of the outstanding shares of Common Stock.
(iii)
No
fractional shares shall be issued upon the exercise of any Option Shares. In
lieu of any fractional shares to which the holder would otherwise be entitled,
the Corporation shall pay cash equal to such fraction multiplied by the then
fair market value of a share of Common Stock as determined in good faith by
the
Board of Directors.
(iv)
Upon
the
occurrence of each adjustment or readjustment of the Option Shares pursuant
to
this clause, the Corporation, at its expense, shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and prepare
and
furnish to the holder of the Option a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment
or
readjustment is based.
2.2 Exercise
Price.
The
exercise price of the shares of Common Stock subject to the Option shall be
as
set forth in the Grant Notice, without commission or other charge.
2.4
Consideration
to the Corporation.
In
consideration of the grant of the Option by the Corporation, Optionee agrees
to
render faithful and efficient services to the Corporation or any Parent or
Subsidiary. Nothing in the this Agreement shall confer upon Optionee any right
to (a) continue in the employ of the Corporation or any Parent or Subsidiary
or
shall interfere with or restrict in any way the rights of the Corporation and
its Subsidiaries, which are hereby expressly reserved, to discharge Optionee,
if
Optionee is an Employee, or (b) continue to provide services to the Corporation
or any Parent or Subsidiary or shall interfere with or restrict in any way
the
rights of the Corporation or its Parents and Subsidiaries, which are hereby
expressly reserved, to terminate the services of Optionee, if Optionee is a
consultant, at any time for any reason whatsoever, with or without cause, except
to the extent expressly provided otherwise in a written agreement between the
Corporation, a Parent or a Subsidiary and Optionee, or (c) continue to serve
as
a member of the Board or shall interfere with or restrict in any way the rights
of the Corporation, which are hereby expressly reserved, to discharge Optionee
in accordance with the Corporation’s Bylaws.
ARTICLE
III
PERIOD
OF
EXERCISABILITY
3.1 Commencement
of Exercisability.
(a) Subject
to Sections 3.3 and 5.8, the Option shall become vested and exercisable in
such
amounts and at such times as are set forth in the Grant Notice. If no vesting
schedule applies, the option is immediately exercisable.
(b) No
portion of the Option which has not become vested and exercisable at the date
of
Optionee’s Termination of Service shall thereafter become vested and
exercisable, except as may be otherwise provided by the Administrator or as
set
forth in a written agreement between the Corporation and Optionee.
3.2 Duration
of Exercisability. The installments provided for in the vesting schedule set
forth in the Grant Notice are cumulative. Each such installment which becomes
vested and exercisable pursuant to the vesting schedule set forth in the Grant
Notice shall remain vested and exercisable until it becomes unexercisable under
Section 3.3.
3.3
Expiration
of Option. The Option may not be exercised to any extent by anyone after the
first to occur of the following events:
(a) The
expiration of ten years from the Grant Date;
(b) The
expiration of twelve (12) months following the date of Optionee’s termination of
Service by reason of Optionee’s death or disability; or
(c) The
date
of Optionee’s termination of Service by the Corporation or any Parent or
Subsidiary by reason of Optionee’s discharge for cause.
ARTICLE
IV
EXERCISE
OF OPTION
4.1 Person
Eligible to Exercise. Except as provided in Sections 5.2(b) and 5.2(c), during
the lifetime of Optionee, only Optionee may exercise the Option or any portion
thereof. After the death of Optionee, any exercisable portion of the Option
may,
prior to the time when the Option becomes unexercisable under Section 3.3,
be
exercised by Optionee’s personal representative or by any person empowered to do
so under the deceased Optionee’s will or under the then applicable laws of
descent and distribution.
4.2
Partial
Exercise. Any exercisable portion of the 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
3.3.
4.3
Manner
of
Exercise. The Option, or any exercisable portion thereof, may be exercised
solely by delivery to the Corporation, at the address given beneath the
signature of the Corporation’s authorized officer on the Grant Notice, of all of
the following prior to the time when the Option or such portion thereof becomes
unexercisable under Section 3.3:
(a)
An
exercise notice in writing signed by Optionee or any 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 Corporation. Such notice shall be substantially in on of
the
forms attached as Exhibit B to the Grant Notice;
(b) Full
payment for the shares of Common Stock with respect to which the Option or
portion thereof is exercised in one or more of the following forms:
(i)
Cash
or
check made payable in US currency to the Corporation; or
(ii) Shares
of
Common Stock valued at Fair Market Value on the Exercise Date which have been
owned by Optionee for at least six (6) months, duly endorsed for transfer to
the
Corporation;
(iii) The
optionee may elect to receive shares of Common Stock equal to the value of
the
entire unexercised portion of the option determined in the manner described
below (or any portion of the option remaining unexercised) upon delivery of
Notice of Cashless Exercise Form annexed hereto duly executed. In such event
the
Corporation shall issue to the optionee a number of shares of the Corporation's
Common Stock computed using the following formula:
X
=
Y
(A-B)
A
|
Where
|
X =
|
the
number of shares of Common Stock to be issued to the
optionee.
|
|
Y =
|
the
number of shares of Common Stock purchasable under this option
for which
the optionee elects a cashless exercise.
|
|
|
A =
|
the
Market Value of the Corporation's Common Stock on the business
day
immediately preceding the day on which the Notice of Cashless Exercise
is
received by the Corporation.
|
|
|
B =
|
The
Price set forth on the first page of this Agreement (as adjusted
to the
date of such calculation).
|
(c)
For
purposes of this Agreement, the Market Value of a share of Common Stock on
any
date shall be equal to (i) the closing bid price per share as published by
a
national securities exchange on which shares of Common Stock (or other units
of
the security) are traded (an "Exchange") on such date or, if there is no bid
for
Common Stock on such date, the bid price on such Exchange at the close of
trading on the next earlier date or, (ii) if shares of Common Stock are not
listed on a national securities exchange on such date, the closing bid price
per
share as published on the National Association of Securities Dealers Automatic
Quotation System ("NASDAQ") National Market System if the shares are quoted
on
such system on such date, or (iii) the closing bid price in the over-the-counter
market at the close of trading on such date if the shares are not traded on
an
Exchange or listed on the NASDAQ National Market System, or (iv) if the Common
Stock is not traded on a national securities exchange or in the over-the-counter
market, the fair market value of a share of Common Stock on such date as
determined in good faith by the Board of Directors. If the optionee disagrees
with the determination of the Market Value of any securities of the Corporation
determined by the Board of Directors under Section 2(c)(iv), the Market Value
of
such securities shall be determined by an independent appraiser acceptable
to
the Corporation and the optionee (or, if they cannot agree on such an appraiser,
by an independent appraiser selected by each of them, and Market Value shall
be
the median of the appraisals made by such appraisers). If there is one
appraiser, the cost of the appraisal shall be shared equally between the
Corporation and the optionee. If there are two appraisers, each the Corporation
and the optionee shall pay for its own appraisal.
(iv) subject
to any applicable laws, any combination of the consideration provided in the
foregoing paragraphs (i), (ii) and (iii).
(d) A
bona
fide written representation and agreement, in such form as is prescribed by
the
Corporation, signed by Optionee or the other person then entitled to exercise
such Option or portion thereof, stating that the shares of Common Stock are
being acquired for Optionee’s 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 of 1933, as amended (the “1933
Act”) and then applicable rules and regulations thereunder and any other
applicable law, and that Optionee or other person then entitled to exercise
such
Option or portion thereof will indemnify the Corporation against and hold it
free and harmless from any loss, damage, expense or liability resulting to
the
Corporation if any sale or distribution of the shares by such person is contrary
to the representation and agreement referred to above. The Corporation 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 1933 Act and any other federal or state
securities laws or regulations and any other applicable law. Without limiting
the generality of the foregoing, the Corporation may require an opinion of
counsel acceptable to it to the effect that any subsequent transfer of shares
acquired on an Option exercise does not violate the 1933 Act, and may issue
stop-transfer orders covering such shares. Share certificates evidencing Common
Stock issued on exercise of the Option shall bear an appropriate legend
referring to the provisions of this subsection (c) and the agreements herein.
The written representation and agreement referred to in the first sentence
of
this subsection (c) shall, however, not be required if the shares to be issued
pursuant to such exercise have been registered under the 1933 Act, and such
registration is then effective in respect of such shares;
(e) The
receipt by the Company of full payment for such shares, including payment of
any
applicable withholding tax, which may be in the form of consideration used
by
Participant to pay for such shares under Section 4.3(b), and
(f) In
the
event the Option or portion thereof shall be exercised pursuant to Section
4.1
by any person or persons other than Optionee, appropriate proof of the right
of
such person or persons to exercise the Option.
4.4 Conditions
to Issuance of Stock Certificates. The shares of Common Stock deliverable upon
the exercise of the Option, or any portion thereof, may be either previously
authorized but unissued shares or issued shares which have then been reacquired
by the Corporation. Such shares shall be fully paid and non-assessable. The
Corporation shall not be required to issue or deliver any shares of Stock
purchased upon the exercise of the Option or portion thereof prior to
fulfillment of all of the following conditions:
(a) The
admission of such shares to listing on all stock exchanges on which such Common
Stock is then listed; and
(b) The
compliance with all applicable requirements of federal and state securities
laws, and all applicable listing requirements of any stock exchange or other
market on which Common Stock is then quoted or listed for trading
including:
(i)
The
completion of any registration or other qualification of such shares under
any
state or federal law or under rulings or regulations of the Securities and
Exchange Commission or of any other governmental regulatory body, which the
Corporation shall, in its absolute discretion, deem necessary or advisable;
and
(ii) The
obtaining of any approval or other clearance from any state or federal
governmental agency which the Corporation shall, in its absolute discretion,
determine to be necessary or advisable; and
4.5 Rights
as
Shareholder. The holder of the Option shall not be, nor have any of the rights
or privileges of, a shareholder of the Corporation in respect of any shares
purchasable upon the exercise of any part of the Option unless and until such
shares shall have been issued by the Corporation to such holder (as evidenced
by
the appropriate entry on the books of the Corporation or of a duly authorized
transfer agent of the Corporation). No adjustment will be made for a dividend
or
other right for which the record date is prior to the date the shares are
issued.
ARTICLE
V
OTHER
PROVISIONS
5.1 Administration.
The Corporation shall have the power to interpret this Agreement and to adopt
such rules for the administration, interpretation and application as are
consistent therewith and to interpret, amend or revoke any such rules. All
actions taken and all interpretations and determinations made by the Corporation
in good faith shall be final and binding upon Optionee, the Corporation and
all
other interested persons. No member of the Corporation shall be personally
liable for any action, determination or interpretation made in good faith with
respect this Agreement or the Option. In its absolute discretion, the Board
may
at any time and from time to time exercise any and all rights and duties of
the
Corporation under this Agreement.
5.2 Option
Not Transferable.
(a) Subject
to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred
in any manner other than by will or the laws of descent and distribution, unless
and until the shares underlying the Option have been issued, and all
restrictions applicable to such shares have lapsed. Neither the Option nor
any
interest or right therein shall be liable for the debts, contracts or
engagements of Optionee or his or her 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, except
to
the extent that such disposition is permitted by the preceding sentence.
(b) Notwithstanding
any other provision in this Agreement, with the consent of the Corporation,
the
Option may be transferred to a trust established exclusively for the Optionee
and/or one or more Family Members.
(c) Unless
transferred in accordance with Section 5.2(b), during the lifetime of Optionee,
only Optionee may exercise the Option or any portion thereof. Subject to such
conditions and procedures as the Corporation may require, a person or persons
who acquire a proprietary interest in this Option pursuant to a transfer in
accordance with Section 5.2(b) may exercise this Option or any portion thereof
during Optionee’s lifetime.
(d) Notwithstanding
the foregoing, Optionee may designate one or more persons as the beneficiary
or
beneficiaries of this Option, and this Option shall (if it is outstanding),
in
accordance with such designation, automatically be transferred to such
beneficiary or beneficiaries upon Optionee’s death. Such beneficiary or
beneficiaries shall take the transferred Option subject to all the terms and
conditions of the applicable agreement evidencing each such transferred Option,
including (without limitation) the limited time period during which the Option
may be exercised following Optionee’s death.
(e) Subject
to Section 5.2(d), after the death of Optionee, any exercisable portion of
this
Option may, prior to the time when the Option becomes unexercisable under
Section 3.3, be exercised by Optionee’s personal representative or by any person
empowered to do so under the deceased Optionee’s will or under the then
applicable laws of descent and distribution.
5.3 Lock-Up
Period. Optionee hereby agrees that, if so requested by the Corporation in
connection with any registration of the offering of any securities of the
Corporation under the 1933 Act, Optionee shall not sell or otherwise transfer
any shares of Stock or other securities of the Corporation during such period
as
may be requested in writing by the Corporation and agreed to in writing by
the
Corporation (which period shall not be longer than one hundred eighty days)
(the
“Market Standoff Period”) following the effective date of a registration
statement of the Corporation filed under the 1933 Act; provided, however, that
such restriction shall apply only to the first registration statement of the
Corporation to become effective under the 1933 Act that includes securities
to
be sold on behalf of the Corporation to the public in an underwritten public
offering under the 1933 Act.
5.4
Restrictive
Legends and Stop-Transfer Orders.
(a) The
share
certificate or certificates evidencing the shares of Common Stock purchased
hereunder shall be endorsed with any legends that may be required by state
or
federal securities laws.
(b) Optionee
agrees that, in order to ensure compliance with the restrictions referred to
herein, the Corporation may issue appropriate “stop transfer” instructions to
its transfer agent, if any, and that, if the Corporation transfers its own
securities, it may make appropriate notations to the same effect in its own
records.
(c) The
Corporation shall not be required: (i) to transfer on its books any shares
of
Common Stock that have been sold or otherwise transferred in violation of any
of
the provisions of this Agreement, or (ii) to treat as owner of such shares
of
Common Stock 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.
5.5
Shares
to
Be Reserved. The Corporation shall at all times during the term of the Option
reserve and keep available such number of shares of Common Stock as will be
sufficient to satisfy the requirements of this Agreement.
5.6
Notices.
Any notice to be given under the terms of this Agreement to the Corporation
shall be addressed to the Secretary of the Corporation at the address given
beneath the signature of the Corporation’s authorized officer on the Grant
Notice, and any notice to be given to Optionee shall be addressed to Optionee
at
the address given beneath Optionee’s signature on the Grant Notice. By a notice
given pursuant to this Section 5.6, either party may hereafter designate a
different address for notices to be given to that party. Any notice which is
required to be given to Optionee shall, if Optionee is then deceased, be given
to the person entitled to exercise his or her Option pursuant to Section 4.1
by
written notice under this Section 5.6. Any notice shall be deemed duly given
when sent via email or when sent by certified mail (return receipt requested)
and deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service.
5.7
Titles.
Titles are provided herein for convenience only and are not to serve as a basis
for interpretation or construction of this Agreement.
5.8
Governing
Law; Severability. This Agreement shall be administered, interpreted and
enforced under the laws of the State of Delaware, without regard to the
conflicts of law principles thereof. Should any provision of this Agreement
be
determined by a court of law to be illegal or unenforceable, the other
provisions shall nevertheless remain effective and shall remain enforceable.
In
the event the corporation re-establishes its state of incorporation, the laws
of
such state shall apply.
5.9
Conformity
to Securities Laws. Optionee acknowledges that the Agreement is intended to
conform to the extent necessary with all provisions of the 1933 Act and the
1934
Act and any and all regulations and rules promulgated by the Securities and
Exchange Commission there under, and state securities laws and regulations.
Notwithstanding anything herein to the contrary, the Option is granted and
may
be exercised, only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law, this Agreement shall
be
deemed amended to the extent necessary to conform to such laws, rules and
regulations.
5.10 Amendments.
This Agreement may not be modified, amended or terminated except by an
instrument in writing, signed by Optionee or such other person as may be
permitted to exercise the Option pursuant to Section 4.1 and by a duly
authorized representative of the Corporation.
5.11 Successors
and Assigns. The Corporation may assign any of its rights under this Agreement
to single or multiple assignees, and this Agreement shall inure to the benefit
of the successors and assigns of the Corporation. Subject to the restrictions
on
transfer herein set forth, this Agreement shall be binding upon Optionee and
his
or her heirs, executors, administrators, successors and assigns.
5.12 Limitations
Applicable to Section 16 Persons. Notwithstanding any other provision of this
Agreement, if Optionee is subject to Section 16 of the 1934 Act, the Option
and
this Agreement shall be subject to any additional limitations set forth in
any
applicable exemptive rule under Section 16 of the 1934 Act (including any
amendment to Rule 16b-3 of the Exchange Act) that are requirements for the
application of such exemptive rule. To the extent permitted by applicable law,
this Agreement shall be deemed amended to the extent necessary to conform to
such applicable exemptive rule.
5.13 Entire
Agreement. This Agreement (including all Exhibits hereto) constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Corporation and Optionee with respect to the subject
matter hereof.
EXHIBIT
B
TO
STOCK
OPTION GRANT NOTICE
FORM
OF
EXERCISE NOTICE
Effective
as of today, ______________, ____________ the undersigned (“Optionee”) hereby
elects to exercise Optionee’s option to purchase ___________ shares of the
Common Stock (the “Shares”) of Torbay Holdings, Inc., a Delaware corporation
(the “Corporation”), under and pursuant to the the Stock Option Grant Notice and
Stock Option Agreement dated September ___, 2007 (the “Option Agreement”).
Capitalized terms used herein without definition shall have the meanings given
in the Option Agreement.
Grant
Date: September 10, 2007
Number
of
Shares as to which Option is Exercised:
Exercise
Price per Share: $0.006
Total
Exercise Price:
Certificate
to be issued in name of: _____________________________________
Payment
delivered herewith: $___________ (Representing the full Exercise Price
for
the
Shares, as well as any applicable withholding tax)
Form
of
Payment:_____________________________
(Please
specify)
Type
of
Option: Non-Statutory Option
Optionee
acknowledges that Optionee has received, read and understood the Option
Agreement. Optionee agrees to abide by and be bound by their terms and
conditions. Optionee understands that Optionee may suffer adverse tax
consequences as a result of Optionee’s purchase or disposition of the Shares.
Optionee represents that Optionee has consulted with any tax consultants
Optionee deems advisable in connection with the purchase or disposition of
the
Shares and that Optionee is not relying on the Corporation for any tax advice.
The Option Agreement is incorporated herein by reference. This Agreement and
the
Option Agreement constitute the entire agreement of the parties and supersede
in
their entirety all prior undertakings and agreements of the Corporation and
Optionee with respect to the subject matter hereof.
ACCEPTED
BY:
By:________________________________________
Name:______________________________________
Title:_______________________________________
Address:____________________________________
___________________________________________
NOTICE
OF
EXERCISE OF COMMON STOCK OPTION
PURSUANT
TO CASHLESS EXERCISE PROVISION
Chief
Financial Officer
Torbay
Holdings, Inc.
2967
Xxxxxxxxx Dr. G444
Irvine,
CA 92612
Price
per
share of the option $_______
Number
of
shares of common stock to be applied
for
calculation purposes under this notice ________________
CASHLESS
EXERCISE
Dear
Sir
or Madam:
The
undersigned, optionee hereby irrevocably exercises the undersigned=s option
for,
and purchases thereunder, shares of the Common Stock of Torbay Holdings, Inc.,
a
Delaware corporation, as provided below. Capitalized terms used herein, unless
otherwise defined herein, shall have the meanings given in the Option Agreement.
The number of shares issuable upon exercise of the option to be applied towards
the purchase of Common Stock pursuant to this Notice of Exercise is _________,
thereby leaving ________ shares remaining under the option. Such exercise shall
be pursuant to the cashless exercise provisions of Section 4(b)(iii) of the
Option Agreement; therefore, the holder makes no payment with this Notice of
Exercise. The number of shares to be issued pursuant to this exercise shall
be
determined by reference to the formula in Section 4(b)(iii) of the Option
Agreement which requires the use of the Market Value (as defined in Section
4.3(c) of the Option Agreement) of the Corporation's Common Stock on the
business day immediately preceding the day on which this Notice is received
by
the Corporation.
OPTIONEE
By:________________________________
Name:
_____________________________
Title:
______________________________
Address:
___________________________
___________________________________
