ADDENDUM TO STOCK OPTION AGREEMENT
EXHIBIT 10.15
The following provisions are hereby incorporated into, and are hereby made a part of, that
certain Stock Option Agreement (the “Option Agreement”) by and between MD3, Inc. (the
“Corporation”) and (“Optionee”) evidencing the stock option (the “Option”) granted on this date to
Optionee under the terms of the Corporation’s 2001 Stock Option/Stock Issuance 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.
INVOLUNTARY TERMINATION FOLLOWING
CORPORATE TRANSACTION
CORPORATE TRANSACTION
1. If the Option is to be assumed by the successor corporation (or the parent thereof) in
connection with a Corporate Transaction, then none of the Option Shares shall, in accordance with
Paragraph 6 of the Option Agreement, vest on an accelerated basis upon the occurrence of that
Corporate Transaction, and Optionee shall accordingly continue, over his or her period of Service
following the Corporate Transaction, to vest in the Option Shares in one or more installments in
accordance with the provisions of the Option Agreement. However, upon an Involuntary Termination
of Optionee’s Service within eighteen (18) months following such Corporate Transaction, all the
Option Shares at the time subject to the Option shall automatically vest in full on an accelerated
basis so that the Option shall immediately become exercisable for all the Option Shares as
fully-vested shares and may be exercised for any or all of those Option Shares as vested shares.
The Option shall remain so exercisable until the earlier of (i) the Expiration Date or (ii) the
expiration of the one (l)-year period measured from the date of the Involuntary Termination.
2. For purposes of this Addendum, an Involuntary Termination shall mean the termination of
Optionee’s Service by reason of:
(i) Optionee’s involuntary dismissal or discharge by the Corporation for
reasons other than for Misconduct, or
(ii) Optionee’s voluntary resignation following (A) a change in Optionee’s
position with the Corporation (or Parent or Subsidiary employing Optionee) which
materially reduces Optionee’s duties and responsibilities or the level of management
to which he or she reports, (B) a reduction in Optionee’s level of compensation
(including base salary, fringe benefits and target bonus under any
corporate-performance based incentive programs) by more than fifteen percent (15%)
or (C) a relocation of Optionee’s place of employment by more than fifty (50) miles,
provided and only if such change, reduction or relocation is effected by the
Corporation without Optionee’s consent.
3. The provisions of Paragraph 1 of this Addendum shall govern the period for which the Option
is to remain exercisable following the Involuntary Termination of
Optionee’s Service within eighteen (18) months after the Corporate Transaction and shall
supersede any provisions to the contrary in Paragraph 5 of the Option Agreement. The provisions of
this Addendum shall also supersede any provisions to the contrary in Paragraph 18 of the Option
Agreement concerning the deferred exercisability of the Option.
IN WITNESS WHEREOF, MD3, Inc. has caused this Addendum to be executed by its duly-authorized
officer as of the Effective Date specified below.
MD3, INC. |
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EFFECTIVE DATE: ,
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