Exhibit 10.21
NO. NP-__
SILICON IMAGE, INC.
NON-PLAN STOCK OPTION GRANT AGREEMENT
This Stock Option Agreement ("AGREEMENT") is made and entered
into as of ______________ (the "DATE OF GRANT") by and between Silicon Image,
Inc., a California corporation (the "COMPANY"), and ____________, an
individual whose principal address is set forth beneath his signature on the
last page of this Agreement ("PARTICIPANT"). Capitalized terms not defined
in the text shall have the meanings ascribed to them in Section 17 below.
1. GRANT OF OPTION. The Company hereby grants to Participant an
option (the "OPTION") to purchase ____________ shares of the Company's Common
Stock (the "SHARES") at a price of $_______ per Share (the "EXERCISE PRICE"),
subject to all of the terms and conditions of this Agreement.
2. EXERCISE PERIOD.
2.1 EXERCISE PERIOD OF OPTION. Provided that Participant
continues to provide services to the Company throughout the specified period,
the Option will become exercisable with respect to __________ of the Shares
on ___________ and thereafter at the end of each full succeeding month the
Option shall become exercisable as to ____________% of the Shares. If
application of the vesting percentage causes a fractional share, such share
shall be rounded down to the nearest whole share for each month except for
the last month in such vesting period, at the end of which last month this
Option shall become exercisable for the full remainder of the Shares.
2.2 EXPIRATION. The Option shall expire on tenth
anniversary of the Date of Grant (the "EXPIRATION DATE") and must be
exercised, if at all, on or before the Expiration Date.
3. TERMINATION.
3.1 TERMINATION FOR ANY REASON EXCEPT DEATH, DISABILITY OR
CAUSE. If Participant is Terminated for any reason, except death, Disability
or for Cause, the Option, to the extent (and only to the extent) that it
would have been exercisable by Participant on the Termination Date, may be
exercised by Participant no later than three (3) months after the Termination
Date, but in any event no later than the Expiration Date.
3.2 TERMINATION BECAUSE OF DEATH OR DISABILITY. If
Participant is Terminated because of death or Disability of Participant (or
Participant dies within three (3) months of Termination when Termination is
for any reason other than Participant's Disability or
for Cause), the Option, to the extent that it is exercisable by Participant
on the Termination Date, may be exercised by Participant (or Participant's
legal representative) no later than twelve (12) months after the Termination
Date, but in any event no later than the Expiration Date.
3.3 TERMINATION FOR CAUSE. If Participant is Terminated
for Cause, then the Option will expire on Participant's Termination Date, or
at such later time and on such conditions as are determined by the Committee.
3.4 NO OBLIGATION TO EMPLOY. Nothing in this Agreement
shall confer on Participant any right to continue in the employ of, or other
relationship with, the Company or any Parent or Subsidiary of the Company, or
limit in any way the right of the Company or any Parent or Subsidiary of the
Company to terminate Participant's employment or other relationship at any
time, with or without Cause.
4. MANNER OF EXERCISE.
4.1 STOCK OPTION EXERCISE AGREEMENT. To exercise this
Option, Participant (or in the case of exercise after Participant's death,
Participant's executor, administrator, heir or legatee, as the case may be)
must deliver to the Company an executed stock option exercise agreement in
the form attached hereto as EXHIBIT A, or in such other form as may be
approved by the Committee from time to time (the "EXERCISE AGREEMENT"), which
shall set forth, INTER ALIA, Participant's election to exercise the Option,
the number of Shares being purchased, any restrictions imposed on the Shares
and any representations, warranties and agreements regarding Participant's
investment intent and access to information as may be required by the Company
to comply with applicable securities laws. If someone other than Participant
exercises the Option, then such person must submit documentation reasonably
acceptable to the Company verifying that such person has the right to
exercise the Option.
4.2 LIMITATIONS ON EXERCISE. The Option may not be
exercised unless such exercise is in compliance with all applicable federal
and state securities laws, as they are in effect on the date of exercise.
The Option may not be exercised as to fewer than 100 Shares unless it is
exercised as to all Shares as to which the Option is then exercisable.
4.3 PAYMENT. The Exercise Agreement shall be accompanied
by full payment of the Exercise Price for the Shares being purchased in cash
(by check), or where permitted by law:
(a) by cancellation of indebtedness of the Company
to the Participant;
(b) by surrender of shares of the Company's Common
Stock that either: (1) have been owned by
Participant for more than six (6) months and
have been paid for within the meaning of SEC
Rule 144 and, if such shares were purchased
from the Company by use of a promissory note,
such note has been fully paid with respect to
such shares); or (2) were obtained by
Participant in the open public
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market; and (3) are clear of all liens,
claims, encumbrances or security interests;
(c) [Reserved]
(d) by waiver of compensation due or accrued to
Participant for services rendered;
(e) provided that a public market for the
Company's stock exists, (1) through a "same
day sale" commitment from Participant and a
broker-dealer that is a member of the National
Association of Securities Dealers (an "NASD
DEALER") whereby Participant irrevocably
elects to exercise the Option and to sell a
portion of the Shares so purchased to pay for
the exercise price and whereby the NASD Dealer
irrevocably commits upon receipt of such
Shares to forward the exercise price directly
to the Company, OR (2) through a "margin"
commitment from Participant and an NASD Dealer
whereby Participant irrevocably elects to
exercise the Option and to pledge the Shares
so purchased to the NASD Dealer in a margin
account as security for a loan from the NASD
Dealer in the amount of the exercise price,
and whereby the NASD Dealer irrevocably
commits upon receipt of such Shares to forward
the exercise price directly to the Company; or
(f) by any combination of the foregoing.
4.4 TAX WITHHOLDING. Prior to the issuance of any Shares
upon exercise of the Option, Participant must pay or provide for any
applicable federal or state withholding obligations of the Company. If the
Committee permits, Participant may provide for payment of withholding taxes
upon exercise of the Option by requesting that the Company retain Shares with
a Fair Market Value equal to the minimum amount of taxes required to be
withheld, determined on the date provided by the Code for the determination
of such amount of tax to be withheld (the "TAX DATE"). In such case, the
Company shall issue the net number of Shares to the Participant by deducting
the Shares retained from the Shares issuable upon exercise. All elections by
a Participant to have Shares withheld for this purpose shall be made in
writing in a form acceptable to the Committee and shall be subject to the
following restrictions:
(a) the election must be made on or prior to the
applicable Tax Date;
(b) once made, then except as provided below, the
election shall be irrevocable as to the
particular Shares as to which the election is
made;
(c) all elections shall be subject to the consent or
disapproval of the Committee;
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(d) if the Participant is an Insider and if the
Company is subject to Section 16(b) of the
Exchange Act: (1) the election may not be made
within six (6) months of the Date of Grant,
except as otherwise permitted by SEC Rule
16b-3(e) under the Exchange Act, and (2) either
(A) the election to use stock withholding must
be irrevocably made at least six (6) months
prior to the Tax Date (although such election
may be revoked at any time at least six (6)
months prior to the Tax Date) or (B) the
exercise of the Option or election to use stock
withholding must be made in the ten (10) day
period beginning on the third day following the
release of the Company's quarterly or annual
summary statement of sales or earnings; and
(e) in the event that the Tax Date is deferred until
six (6) months after the delivery of Shares
under Section 83(b) of the Code, the Participant
shall receive the full number of Shares with
respect to which the exercise occurs, but such
Participant shall be unconditionally obligated
to tender back to the Company the proper number
of Shares on the Tax Date.
4.5 ISSUANCE OF SHARES. Provided that the Exercise
Agreement and payment are in form and substance satisfactory to counsel for
the Company, the Company shall issue the Shares registered in the name of
Participant, Participant's authorized assignee, or Participant's legal
representative, and shall deliver certificates representing the Shares with
the appropriate legends affixed thereto.
5. ADJUSTMENT OF SHARES. In the event that the number of
outstanding shares of the capital stock of the Company is changed by a stock
dividend, recapitalization, stock split, reverse stock split, subdivision,
combination, reclassification or similar change in the capital structure of
the Company without consideration, then the number of Shares issuable upon
exercise of the Option and the Exercise Price shall be proportionately
adjusted, subject to any required action by the Board or the shareholders of
the Company and compliance with applicable securities laws; PROVIDED,
HOWEVER, that fractions of a Share shall not be issued but shall either be
paid in cash at Fair Market Value or shall be rounded up to the nearest
Share, as determined by the Committee.
6. CORPORATE TRANSACTIONS. In the event of (a) a dissolution or
liquidation of the Company, (b) a merger or consolidation in which the
Company is not the surviving corporation (c) a merger in which the Company is
the surviving corporation but after which the shareholders of the Company
immediately prior to such merger (other than any shareholder which merges
with the Company in such merger, or which owns or controls another
corporation which merges, with the Company in such merger) cease to own their
shares or other equity interests in the Company, or (d) the sale of all or
substantially all of the assets of the Company, any or all outstanding
Options may be assumed, converted or replaced by the successor or acquiring
corporation (if any), which assumption, conversion or replacement will be
binding on Participant. In the alternative, the successor or acquiring
corporation may substitute equivalent
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Options or provide substantially similar consideration to Participant as was
provided to shareholders (after taking into account the existing provisions
of this Option). The successor or acquiring corporation may also issue, in
place of outstanding Shares of the Company held by the Participant,
substantially similar shares or other property subject to repurchase
restrictions and other provisions no less favorable to the Participant than
those which applied to such outstanding Shares immediately prior to such
transaction described in this Section 6. In the event such successor or
acquiring corporation (if any) refuses to assume or substitute this Option,
as provided above, pursuant to a transaction described in this Section 6,
then notwithstanding any other provision in this Agreement to the contrary,
the vesting of such Option will expire on such transaction at such time and
on such conditions as the Board will determine. Subject to any greater
rights granted to Participant under the foregoing provisions of this Section
6, in the event of the occurrence of any transaction described in Section 6
hereof, any outstanding Options will be treated as provided in the applicable
agreement or plan of merger, consolidation, dissolution, liquidation or sale
of assets.
7. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of the
Option and the issuance and transfer of Shares shall be subject to compliance
by the Company and Participant with all applicable requirements of federal
and state securities laws and with all applicable requirements of any stock
exchange on which the Company's Common Stock may be listed at the time of
such issuance or transfer. Participant understands that the Company is under
no obligation to register or qualify the Shares with the SEC, any state
securities commission or any stock exchange to effect such compliance.
8. NONTRANSFERABILITY OF OPTION. The Option may not be
transferred in any manner other than by will or by the laws of descent and
distribution and may be exercised during the lifetime of Participant only by
Participant or in the event of Participant's incapacity, by Participant's
legal representative. The terms of the Option shall be binding upon the
executors, administrators, successors and assigns of Participant.
9. TAX CONSEQUENCES. Set forth below is a brief summary as of
the Date of Grant of some of the federal and California tax consequences of
exercise of the Option and disposition of the Shares. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE
OPTION OR DISPOSING OF THE SHARES.
9.1 EXERCISE OF NONQUALIFIED STOCK OPTION. There may be a
regular federal and California income tax liability upon the exercise of the
Option. Participant may be treated as having received compensation income
(taxable at ordinary income tax rates) equal to the excess, if any, of the
fair market value of the Shares on the date of exercise over the Exercise
Price. The Company will be required to withhold from Participant's
compensation or collect from Participant and pay to the applicable taxing
authorities an amount equal to a percentage of this compensation income at
the time of exercise.
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9.2 DISPOSITION OF SHARES. If the Shares are held for
more than twelve (12) months after the date of the issuance of the Shares
pursuant to the exercise of the Option, any gain realized on disposition of
the Shares will be treated as long term capital gain for federal and
California income tax purposes.
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10. PRIVILEGES OF STOCK OWNERSHIP; CERTIFICATES.
10.1 PRIVILEGES OF STOCK OWNERSHIP. Participant shall not
have any of the rights of a shareholder of the Company with respect to any
Shares until Participant exercises the Option and pays the Exercise Price as
to all or a portion of the Shares pursuant to the terms of this Agreement and
such Shares are duly issued to Participant. After such exercised Shares are
issued to Participant, Participant shall be a shareholder and have all the
rights of a shareholder with respect to such issued Shares, including the
right to vote and receive all dividends or other distributions made or paid
with respect to such issued Shares; PROVIDED THAT, if such issued Shares are
restricted stock, then any new, additional or different securities
Participant may become entitled to receive with respect to such issued Shares
by virtue of a stock dividend, stock split or any other change in the
corporate or capital structure of the Company shall be subject to the same
restrictions as the issued Shares.
10.2 CERTIFICATES. All certificates for Shares or other
securities delivered pursuant to this Agreement shall be subject to such
stock transfer orders, legends and other restrictions as the Committee may
deem necessary or advisable, including restrictions under any applicable
federal, state or foreign securities law, or any rules, regulations and other
requirements of the SEC or any stock exchange or automated quotation system
upon which the Shares may be listed.
11. COMMITTEE POWERS.
11.1 INTERPRETATION. Any dispute regarding the
interpretation of this Agreement shall be submitted by Participant or the
Company to the Committee for review. The resolution of such a dispute by the
Committee shall be final and binding on the Company and Participant.
11.2 MODIFICATION, EXTENSION OR RENEWAL. The Committee may
modify, extend or renew the Option and authorize the grant of a new option(s)
in substitution therefor, provided that any such action may not, without the
written consent of Participant, impair any of Participant's rights under this
Agreement. The Committee may reduce the Exercise Price without the consent
of Participant.
12. ENTIRE AGREEMENT. This Agreement supercedes all prior
agreements and understandings with respect to its subject matter thereof.
13. NOTICES. Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing and addressed
to the Corporate Secretary of the Company at its principal corporate offices.
Any notice required to be given or delivered to Participant shall be in
writing and addressed to Participant at the address indicated below
Participant's signature on the last page of this Agreement or to such other
address as Participant may designate in writing from time to time to the
Company. All notices shall be deemed to have been given or delivered: upon
personal delivery; three (3) days after deposit in the United States mail by
certified or registered mail (return receipt requested); one (1) business day
after deposit with any return receipt express courier (prepaid); or one (1)
business day after transmission by telefax or telecopier.
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14. SUCCESSORS AND ASSIGNS. The Company may assign any of its
rights under this Agreement including its Right of First Refusal. This
Agreement shall be binding upon and inure to the benefit of the successors
and assigns of the Company. Subject to the restrictions on transfer set
forth herein, this Agreement shall be binding upon Participant and
Participant's heirs, executors, administrators, legal representatives,
successors and assigns.
15. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California as such laws
are applied to agreements between California residents entered into and to be
performed entirely within California.
16. ACCEPTANCE. Participant has read and understands the terms
and provisions thereof, and accepts the Option subject to all the terms and
conditions of this Agreement. Participant acknowledges that there may be
adverse tax consequences upon exercise of the Option or disposition of the
Shares and that Participant should consult a tax adviser prior to such
exercise or disposition.
17. DEFINITIONS. As used herein, the following terms shall have
the following meanings:
"AFFILIATE" means any corporation that directly, or
indirectly through one or more intermediaries, controls or is controlled by,
or is under common control with, another corporation, where "control"
(including the terms "controlled by" and "under common control with") means
the possession, direct or indirect, of the power to cause the direction of
the management and policies of the corporation, whether through the ownership
of voting securities, by contract or otherwise.
"BOARD" means the Board of Directors of the Company.
"CAUSE" means Termination because of (i) any willful material
violation by the Participant of any law or regulation applicable to the
business of the Company or a Parent or Subsidiary of the Company, the
Participant's conviction for, or guilty plea to, a felony or a crime
involving moral turpitude, any willful perpetration by the Participant of a
common law fraud, (ii) the Participant's commission of an act of personal
dishonesty which involves personal profit in connection with the Company or
any other entity having a business relationship with the Company, (iii) any
material breach by the Participant of any provision of any agreement or
understanding between the Company or any Parent or Subsidiary of the Company
and the Participant regarding the terms of the Participant's service as an
employee, director or consultant to the Company or a Parent or Subsidiary of
the Company, including without limitation, the willful and continued failure
or refusal of the Participant to perform the material duties required of such
Participant as an employee, director or consultant of the Company or a Parent
or Subsidiary of the Company, other than as a result of having a Disability,
or a breach of any applicable invention assignment and confidentiality
agreement or similar agreement between the Company and the Participant, (iv)
Participant's disregard of the policies of the Company or any Parent or
Subsidiary of the Company so as to cause loss, damage or injury to the
property, reputation or employees of the Company or a Parent or Subsidiary of
the Company, or (v) any other misconduct by the Participant which is
materially injurious to the financial condition or
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business reputation of, or is otherwise materially injurious to, the
Company or a Parent or Subsidiary of the Company.
"CODE" means the Internal Revenue Code of 1986, as amended.
"COMMITTEE" means the committee appointed by the Board to
administer the Company's equity incentive or other stock option plans, or if
no committee is appointed, the Board.
"DISABILITY" means a disability, whether temporary or
permanent, partial or total, as determined by the Committee.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
"FAIR MARKET VALUE" means, as of any date, the value of a
share of the Company's Common Stock determined as follows:
(a) if such Common Stock is then quoted on the
Nasdaq National Market System, its last
reported sale price on the Nasdaq National
Market System or, if no such reported sale
takes place on such date, the average of the
closing bid and asked prices;
(b) if such Common Stock is publicly traded and
is then listed on a national securities
exchange, the last reported sale price or, if
no such reported sale takes place on such
date, the average of the closing bid and
asked prices on the principal national
securities exchange on which the Common Stock
is listed or admitted to trading;
(c) if such Common Stock is publicly traded but
is not quoted on the Nasdaq National Market
System nor listed or admitted to trading on a
national securities exchange, the average of
the closing bid and asked prices on such
date, as reported by The Wall Street Journal,
for the over-the-counter market; or
(d) if none of the foregoing is applicable, by
the Board in good faith.
"INSIDER" means an officer or director of the Company or any
other person whose transactions in the Company's Common Stock are subject to
Section 16 of the Exchange Act.
"PARENT" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if, at the time in
question, each of such corporations other than the Company owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
"SEC" means the Securities and Exchange Commission.
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"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SUBSIDIARY" means any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company if, at the
time in question, each of the corporations other than the last corporation in
the unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.
"TERMINATION" or "TERMINATED" means that the Participant has
ceased to provide services as an employee, director, consultant, independent
contractor or advisor, to the Company or a Parent, Subsidiary or Affiliate of
the Company, except in the case of sick leave, military leave, or any other
leave of absence approved by the Committee, PROVIDED, that such leave is for
a period of not more than three months, or reinstatement upon the expiration
of such leave is guaranteed by contract or statute. The Committee shall have
sole discretion to determine whether a Participant has ceased to provide
services and the effective date on which the Participant ceased to provide
services (the "TERMINATION DATE").
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed in triplicate by its duly authorized representative and Participant
has executed this Agreement in triplicate as of the Effective Date.
SILICON IMAGE, INC. PARTICIPANT
By:___________________________ _______________________________
(Signature)
Name:_________________________ Name:__________________________
Title:________________________ Address:_______________________
_______________________________
Fax Number:____________________
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EXHIBIT A
STOCK OPTION EXERCISE AGREEMENT
NO.__NP-___
SILICON IMAGE, INC.
NON-PLAN STOCK OPTION EXERCISE AGREEMENT
This Exercise Agreement is made and entered into as of _______________
, 19__ (the "EFFECTIVE DATE") by and between Silicon Image, Inc., a
California corporation (the "COMPANY"), and the purchaser named below (the
"PURCHASER"). Capitalized terms not defined herein shall have the meanings
ascribed to them in that certain Non-Plan Stock Option Grant Agreement NP-__
dated as of ______________ by and between the Company and Purchaser (the
"GRANT AGREEMENT").
PURCHASER: ___________________________________________
SOCIAL SECURITY NUMBER: ___________________________________________
ADDRESS: ___________________________________________
___________________________________________
TOTAL NUMBER OF SHARES: ___________________________________________
PURCHASE PRICE PER SHARE: $__________________________________________
TOTAL PURCHASE PRICE: ___________________________________________
DATE OF GRANT: ___________________________________________
1. EXERCISE OF OPTION.
1.1 EXERCISE. Pursuant to exercise of that certain option
(the "OPTION") granted to Purchaser under the Grant Agreement, and subject to
the terms and conditions of this Exercise Agreement, Purchaser hereby
purchases from the Company, and the Company hereby sells to Purchaser, the
total number of shares set forth above ("SHARES") of the Company's Common
Stock at a purchase price per share set forth above for a total purchase
price set forth above (the "PURCHASE PRICE"). As used in this Exercise
Agreement, the term "SHARES" refers to the Shares purchased under this
Exercise Agreement and includes all securities received (a) in replacement of
the Shares, (b) as a result of stock dividends or stock splits with respect
to the Shares, and (c) all securities received in replacement of the Shares
in a merger, recapitalization, reorganization or similar corporate
transaction.
1.2 TITLE TO SHARES. The exact spelling of the name(s)
under which Purchaser will take title to the Shares is:
______________________________________________
______________________________________________
Purchaser desires to take title to the Shares as follows:
[ ] Individual, as separate property
[ ] Husband and wife, as community property
[ ] Joint Tenants
[ ] Alone or with spouse as trustee(s) of the following trust
(including date):
____________________________________________________________
____________________________________________________________
[ ] Other; please specify: ____________________________________
____________________________________________________________
1.3 PAYMENT. Purchaser hereby delivers payment of the
Purchase Price in the manner permitted in the Grant Agreement as follows
(check and complete as appropriate):
[ ] in cash in the amount of $___________, receipt of
which is acknowledged by the Company;
[ ] by cancellation of indebtedness of the Company to
Purchaser in the amount of $___________;
[ ] by delivery of ____________ fully-paid, nonassessable
and vested shares of the Common Stock of the Company
owned by Purchaser for at least six (6) months prior
to the date hereof which have been paid for within
the meaning of SEC Rule 144 (if purchased by use of a
promissory note, such note having been fully paid
with respect to such vested shares), or obtained by
Purchaser in the open public market, and owned free
and clear of all liens, claims, encumbrances or
security interests, valued at the current Fair Market
Value of $ ______________per share;
[ ] by the waiver hereby of compensation due or accrued
for services rendered in the amount of $ ______________;
or
[ ] provided that a public market for the Company's stock
exists, through a "same day sale" commitment from
Purchaser and a broker-dealer that is a member of the
National Association of Securities Dealers (an "NASD
DEALER") or through a "margin" commitment from
Purchaser and an NASD Dealer, either as provided in
Section 4 of the Grant Agreement.
2. DELIVERY.
2.1 DELIVERIES BY PURCHASER. Purchaser hereby delivers
to the Company (i) this Exercise Agreement, (ii) two (2) copies of a blank
Stock Power and Assignment Separate from Stock Certificate in the form of
EXHIBIT 1 attached hereto (the "STOCK POWERS"), both executed by Purchaser
(and Purchaser's spouse, if any), (iii) if Purchaser is married, a Consent of
Spouse in the form of EXHIBIT 2 attached hereto (the "SPOUSE CONSENT")
executed by Purchaser's spouse, and (iv) the Purchase Price.
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2.2 DELIVERIES BY THE COMPANY. Upon its receipt of the
Purchase Price and all the documents to be executed and delivered by
Purchaser to the Company under Section 2.1, the Company will issue a duly
executed stock certificate evidencing the Shares in the name of Purchaser.
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser
represents and warrants to the Company that:
3.1 AGREES TO TERMS OF THE AGREEMENT. Purchaser has
received a copy of the Grant Agreement, has read and understands the terms of
the Grant Agreement and this Exercise Agreement, and agrees to be bound by
their terms and conditions. Purchaser acknowledges that there may be adverse
tax consequences upon exercise of the Option or disposition of the Shares,
and that Purchaser should consult a tax adviser prior to such exercise or
disposition.
3.2 PURCHASE FOR OWN ACCOUNT FOR INVESTMENT. Purchaser is
purchasing the Shares for Purchaser's own account for investment purposes
only and not with a view to, or for sale in connection with, a distribution
of the Shares within the meaning of the Securities Act of 1933, as amended
(the "SECURITIES ACT"). Purchaser has no present intention of selling or
otherwise disposing of all or any portion of the Shares and no one other than
Purchaser has any beneficial ownership of any of the Shares.
3.3 ACCESS TO INFORMATION. Purchaser has had access to
all information regarding the Company and its present and prospective
business, assets, liabilities and financial condition that Purchaser
reasonably considers important in making the decision to purchase the Shares,
and Purchaser has had ample opportunity to ask questions of the Company's
representatives concerning such matters and this investment.
3.4 UNDERSTANDING OF RISKS. Purchaser is fully aware of:
(i) the highly speculative nature of the investment in the Shares; (ii) the
financial hazards involved; (iii) the lack of liquidity of the Shares and the
restrictions on transferability of the Shares (E.G., that Purchaser may not
be able to sell or dispose of the Shares or use them as collateral for
loans); (iv) the qualifications and backgrounds of the management of the
Company; and (v) the tax consequences of investment in the Shares. Purchaser
is capable of evaluating the merits and risks of this investment, has the
ability to protect Purchaser's own interests in this transaction and is
financially capable of bearing a total loss of this investment.
3.5 NO GENERAL SOLICITATION. At no time was Purchaser
presented with or solicited by any publicly issued or circulated newspaper,
mail, radio, television or other form of general advertising or solicitation
in connection with the offer, sale and purchase of the Shares.
3.6 PURCHASER'S QUALIFICATIONS. Purchaser has a
preexisting personal or business relationship with the Company and/or certain
of its officers and/or directors of a nature and duration sufficient to make
Purchaser aware of the character, business acumen and general business and
financial circumstances of the Company and/or such officers and directors.
By reason of Purchaser's business or financial experience, Purchaser is
capable of evaluating the
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merits and risks of this investment, has the ability to protect Purchaser's
own interests in this transaction and is financially capable of bearing a
total loss of this investment.
4. COMPLIANCE WITH SECURITIES LAWS.
4.1 COMPLIANCE WITH FEDERAL SECURITIES LAWS. Purchaser
understands and acknowledges that the Shares have not been registered with
the Securities and Exchange Commission ("SEC") under the Securities Act and
that, notwithstanding any other provision of the Grant Agreement to the
contrary, the exercise of any rights to purchase any Shares is expressly
conditioned upon compliance with the Securities Act and all applicable state
securities laws. Purchaser agrees to cooperate with the Company to ensure
compliance with such laws. The Shares are being issued under the Securities
Act pursuant to the exemption provided by SEC Rule 701.
4.2 COMPLIANCE WITH CALIFORNIA SECURITIES LAWS. THE SALE
OF THE SECURITIES THAT ARE THE SUBJECT OF THIS EXERCISE AGREEMENT, IF NOT YET
QUALIFIED WITH THE CALIFORNIA COMMISSIONER OF CORPORATIONS AND NOT EXEMPT
FROM SUCH QUALIFICATION, IS SUBJECT TO SUCH QUALIFICATION, AND THE ISSUANCE
OF SUCH SECURITIES, AND THE RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR
PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE IS EXEMPT. THE
RIGHTS OF THE PARTIES TO THIS EXERCISE AGREEMENT ARE EXPRESSLY CONDITIONED
UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION BEING AVAILABLE.
5. RESTRICTED SECURITIES.
5.1 NO TRANSFER UNLESS REGISTERED OR EXEMPT. Purchaser
understands that Purchaser may not transfer any Shares unless such Shares are
registered under the Securities Act or qualified under applicable state
securities laws or unless, in the opinion of counsel to the Company,
exemptions from such registration and qualification requirements are
available. Purchaser understands that only the Company may file a
registration statement with the SEC and that the Company is under no
obligation to do so with respect to the Shares. Purchaser has also been
advised that exemptions from registration and qualification may not be
available or may not permit Purchaser to transfer all or any of the Shares in
the amounts or at the times proposed by Purchaser.
5.2 SEC RULE 144. In addition, Purchaser has been
advised that SEC Rule 144 promulgated under the Securities Act, which permits
certain limited sales of unregistered securities, is not presently available
with respect to the Shares and, in any event, requires that the Shares be
held for a minimum of one (1) year, and in certain cases two (2) years, after
they have been purchased AND PAID FOR (within the meaning of Rule 144),
before they may be resold under Rule 144. Purchaser understands that Rule
144 may indefinitely restrict transfer of the Shares so long as Purchaser
remains an "affiliate" of the Company or if "current public information"
about the Company (as defined in Rule 144) is not publicly available.
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5.3 SEC RULE 701. The Shares may become freely tradeable
by non-affiliates if issued pursuant to SEC Rule 701 promulgated under the
Securities Act (under limited conditions regarding the method of sale) 90
days after the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective
by the SEC, subject to the lengthier market standoff agreement contained in
Section 7 of this Exercise Agreement or any other agreement entered into by
Purchaser. Affiliates must comply with the provisions (other than the
holding period requirements) of Rule 144.
6. RESTRICTIONS ON TRANSFERS.
6.1 DISPOSITION OF SHARES. Purchaser hereby agrees that
Purchaser shall make no disposition of the Shares (other than as permitted by
this Exercise Agreement) unless and until:
(a) Purchaser shall have notified the Company of
the proposed disposition and provided a written summary of the terms and
conditions of the proposed disposition;
(b) Purchaser shall have complied with all
requirements of this Exercise Agreement applicable to the disposition of the
Shares;
(c) Purchaser shall have provided the Company
with written assurances, in form and substance satisfactory to counsel for
the Company, that (i) the proposed disposition does not require registration
of the Shares under the Securities Act or (ii) all appropriate action
necessary for compliance with the registration requirements of the Securities
Act or of any exemption from registration available under the Securities Act
(including Rule 144) has been taken; and
(d) Purchaser shall have provided the Company
with written assurances, in form and substance satisfactory to the Company,
that the proposed disposition will not result in the contravention of any
transfer restrictions applicable to the Shares pursuant to the provisions of
the Commissioner Rules identified in Section 4.2.
6.2 RESTRICTION ON TRANSFER. Purchaser shall not
transfer, assign, xxxxx x xxxx or security interest in, pledge, hypothecate,
encumber or otherwise dispose of any of the Shares which are subject to the
Company's Right of First Refusal, except as permitted by this Exercise
Agreement.
6.3 TRANSFEREE OBLIGATIONS. Each person (other than the
Company) to whom the Shares are transferred by means of one of the permitted
transfers specified in this Exercise Agreement must, as a condition precedent
to the validity of such transfer, acknowledge in writing to the Company that
such person is bound by the provisions of this Exercise Agreement and that
the transferred shares are subject to (i) the Company's Right of First
Refusal granted hereunder and (ii) the market stand-off provisions of Section
7, to the same extent such shares would be so subject if retained by the
Purchaser.
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7. MARKET STANDOFF AGREEMENT. Purchaser agrees in connection
with any registration of the Company's securities that, upon the request of
the Company or the underwriters managing any public offering of the Company's
securities, Purchaser will not sell or otherwise dispose of any Shares
without the prior written consent of the Company or such underwriters, as the
case may be, for such period of time (not to exceed 180 days) after the
effective date of such registration requested by such managing underwriters
and subject to all restrictions as the Company or the underwriters may
specify.
8. [RESERVED]
9. COMPANY'S RIGHT OF FIRST REFUSAL. Before any Shares held by
Purchaser or any transferee of such Shares (either being sometimes referred
to herein as the "HOLDER") may be sold or otherwise transferred (including
without limitation a transfer by gift or operation of law), the Company
and/or its assignee(s) shall have an assignable right of first refusal to
purchase the Shares to be sold or transferred (the "OFFERED SHARES") on the
terms and conditions set forth in this Section (the "RIGHT OF FIRST REFUSAL").
9.1 NOTICE OF PROPOSED TRANSFER. The Holder of the
Shares shall deliver to the Company a written notice (the "NOTICE") stating:
(i) the Holder's bona fide intention to sell or otherwise transfer the
Offered Shares; (ii) the name of each proposed bona fide purchaser or other
transferee ("PROPOSED TRANSFEREE"); (iii) the number of Offered Shares to be
transferred to each Proposed Transferee; (iv) the bona fide cash price or
other consideration for which the Holder proposes to transfer the Offered
Shares (the "OFFERED PRICE"); and (v) that the Holder will offer to sell the
Offered Shares to the Company and/or its assignee(s) at the Offered Price as
provided in this Section.
9.2 EXERCISE OF RIGHT OF FIRST REFUSAL. At any time
within thirty (30) days after the date of the Notice, the Company and/or its
assignee(s) may, by giving written notice to the Holder, elect to purchase
all (or, with the consent of Holder, a portion) of the Offered Shares
proposed to be transferred to any one or more of the Proposed Transferees
named in the Notice, at the purchase price determined as specified below.
9.3 PURCHASE PRICE. The purchase price for the Offered
Shares purchased under this Section will be the Offered Price. If the
Offered Price includes consideration other than cash, then the cash
equivalent value of the non-cash consideration shall conclusively be deemed
to be the value of such non-cash consideration as determined in good faith by
the Company's Board of Directors.
9.4 PAYMENT. Payment of the purchase price for Offered
Shares will be payable, at the option of the Company and/or its assignee(s)
(as applicable), by check or by cancellation of all or a portion of any
outstanding indebtedness of the Holder to the Company (or to such assignee,
in the case of a purchase of Offered Shares by such assignee) or by any
combination thereof. The purchase price will be paid without interest within
sixty (60) days after the Company's receipt of the Notice, or, at the option
of the Company and/or its assignee(s), in the manner and at the time(s) set
forth in the Notice.
-6-
9.5 HOLDER'S RIGHT TO TRANSFER. If all of the Offered
Shares proposed in the Notice to be transferred to a given Proposed
Transferee are not purchased by the Company and/or its assignee(s) as
provided in this Section, then the Holder may sell or otherwise transfer such
Offered Shares to that Proposed Transferee at the Offered Price or at a
higher price, PROVIDED that such sale or other transfer is consummated within
120 days after the date of the Notice, and PROVIDED FURTHER, that (i) any
such sale or other transfer is effected in compliance with all applicable
securities laws and (ii) the Proposed Transferee agrees in writing that the
provisions of this Section will continue to apply to the Offered Shares in
the hands of such Proposed Transferee. If the Offered Shares described in
the Notice are not transferred to the Proposed Transferee within such 120 day
period, then a new Notice must be given to the Company, and the Company will
again be offered the Right of First Refusal before any Shares held by the
Holder may be sold or otherwise transferred.
9.6 EXEMPT TRANSFERS. Notwithstanding anything to the
contrary in this Section, the following transfers of Shares will be exempt
from the Right of First Refusal: (i) the transfer of any or all of the Shares
during Purchaser's lifetime by gift or on Purchaser's death by will or
intestacy to Purchaser's "immediate family" (as defined below) or to a trust
for the benefit of Purchaser or Purchaser's immediate family, provided that
each transferee or other recipient agrees in a writing satisfactory to the
Company that the provisions of this Section will continue to apply to the
transferred Shares in the hands of such transferee or other recipient; (ii)
any transfer of Shares made pursuant to a statutory merger or statutory
consolidation of the Company with or into another corporation or corporations
(except that the Right of First Refusal will continue to apply thereafter to
such Shares, in which case the surviving corporation of such merger or
consolidation shall succeed to the rights of the Company under this Section
unless the agreement of merger or consolidation expressly otherwise
provides); or (iii) any transfer of Shares pursuant to the winding up and
dissolution of the Company. As used herein, the term "IMMEDIATE FAMILY" will
mean Purchaser's spouse, the lineal descendant or antecedent, father, mother,
brother or sister, adopted child or grandchild of the Purchaser or the
Purchaser's spouse, or the spouse of any child, adopted child, grandchild or
adopted grandchild of Purchaser or the Purchaser's spouse.
9.7 TERMINATION OF RIGHT OF FIRST REFUSAL. The Right of
First Refusal will terminate as to all Shares on the effective date of the
first sale of Common Stock of the Company to the general public pursuant to a
registration statement filed with and declared effective by the SEC under the
Securities Act (other than a registration statement relating solely to the
issuance of Common Stock pursuant to a business combination or an employee
incentive or benefit plan).
10. RIGHTS AS SHAREHOLDER. Subject to the terms and conditions
of this Exercise Agreement, Purchaser will have all of the rights of a
shareholder of the Company with respect to the Shares from and after the date
that Purchaser delivers payment of the Purchase Price until such time as
Purchaser disposes of the Shares or the Company and/or its assignee(s)
exercise(s) the Right of First Refusal. Upon an exercise of the Right of
First Refusal, Purchaser will have no further rights as a holder of the
Shares so purchased upon such exercise, except the right to receive payment
for the Shares so purchased in accordance with the provisions of this
Exercise
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Agreement, and Purchaser will promptly surrender the stock certificate(s)
evidencing the Shares so purchased to the Company for transfer or
cancellation.
11. ESCROW. As security for Purchaser's faithful performance of
this Exercise Agreement, Purchaser agrees, immediately upon receipt of the
stock certificate(s) evidencing the Shares, to deliver such certificate(s),
together with the Stock Powers executed by Purchaser and by Purchaser's
spouse, if any (with the date and number of Shares left blank), to the
Secretary of the Company or other designee of the Company ("ESCROW HOLDER"),
who is hereby appointed to hold such certificate(s) and Stock Powers in
escrow and to take all such actions and to effectuate all such transfers
and/or releases of such Shares as are in accordance with the terms of this
Exercise Agreement. Purchaser and the Company agree that Escrow Holder will
not be liable to any party to this Exercise Agreement (or to any other party)
for any actions or omissions unless Escrow Holder is grossly negligent or
intentionally fraudulent in carrying out the duties of Escrow Holder under
this Exercise Agreement. Escrow Holder may rely upon any letter, notice or
other document executed by any signature purported to be genuine and may rely
on the advice of counsel and obey any order of any court with respect to the
transactions contemplated by this Exercise Agreement. The Shares will be
released from escrow upon termination of the Right of First Refusal.
12. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.
12.1 LEGENDS. Purchaser understands and agrees that the
Company will place the legends set forth below or similar legends on any
stock certificate(s) evidencing the Shares, together with any other legends
that may be required by state or federal securities laws, the Company's
Articles of Incorporation or Bylaws, any other agreement between Purchaser
and the Company or any agreement between Purchaser and any third party:
THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER THE SECURITIES LAWS OF CERTAIN STATES.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL
RISKS OF THIS INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME. THE ISSUER OF THESE
SECURITIES MAY REQUIRE AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE
SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
-8-
THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC
RESALE, TRANSFER, AND RIGHT OF FIRST REFUSAL
OPTIONS HELD BY THE ISSUER AND/OR ITS
ASSIGNEE(S) AS SET FORTH IN A STOCK OPTION
EXERCISE AGREEMENT BETWEEN THE ISSUER AND THE
ORIGINAL HOLDER OF THESE SHARES, A COPY OF
WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE
OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER
RESTRICTIONS AND THE RIGHT OF FIRST REFUSAL
ARE BINDING ON TRANSFEREES OF THESE SHARES.
12.2 STOP-TRANSFER INSTRUCTIONS. Purchaser agrees that,
to ensure compliance with the restrictions imposed by this Exercise
Agreement, the Company may issue appropriate "stop-transfer" instructions to
its transfer agent, if any, and if the Company transfers its own securities,
it may make appropriate notations to the same effect in its own records.
12.3 REFUSAL TO TRANSFER. The Company will not be
required (i) to transfer on its books any Shares that have been sold or
otherwise transferred in violation of any of the provisions of this Exercise
Agreement or (ii) to treat as owner of such Shares, or to accord the right to
vote or pay dividends to, any purchaser or other transferee to whom such
Shares have been so transferred.
13. TAX CONSEQUENCES. PURCHASER UNDERSTANDS THAT PURCHASER MAY
SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASER'S PURCHASE OR
DISPOSITION OF THE SHARES. PURCHASER REPRESENTS THAT PURCHASER HAS CONSULTED
WITH ANY TAX ADVISER PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE
PURCHASE OR DISPOSITION OF THE SHARES AND THAT PURCHASER IS NOT RELYING ON
THE COMPANY FOR ANY TAX ADVICE. IN PARTICULAR, IF THE SHARES ARE SUBJECT TO
REPURCHASE BY THE COMPANY OR IF PURCHASER IS AN INSIDER SUBJECT TO SECTION
16(b) OF THE EXCHANGE ACT, PURCHASER REPRESENTS THAT PURCHASER HAS CONSULTED
WITH PURCHASER'S TAX ADVISER CONCERNING THE ADVISABILITY OF FILING AN 83(b)
ELECTION WITH THE INTERNAL REVENUE SERVICE. Set forth below is a brief
summary as of the date of the Grant Agreement of some of the federal and
California tax consequences of exercise of the Option and disposition of the
Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISER
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
13.1 EXERCISE OF NONQUALIFIED STOCK OPTION. There may be
a regular federal income tax liability and a California income tax liability
upon the exercise of the Option. Purchaser may be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the
excess, if any, of the fair market value of the Shares on the date of
exercise over the Purchase Price Per Share. The Company will be required to
withhold from Purchaser's
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compensation or collect from Purchaser and pay to the applicable taxing
authorities an amount equal to a percentage of this compensation income at
the time of exercise.
13.2 DISPOSITION OF SHARES. If the Shares are held for
more than twelve months after the date of the transfer of the Shares pursuant
to the exercise of the Option, any gain realized on disposition of the Shares
will be treated as long term capital gain for federal and California income
tax purposes.
14. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and
transfer of the Shares will be subject to and conditioned upon compliance by
the Company and Purchaser with all applicable state and federal laws and
regulations and with all applicable requirements of any stock exchange or
automated quotation system on which the Company's Common Stock may be listed
or quoted at the time of such issuance or transfer.
15. SUCCESSORS AND ASSIGNS. The Company may assign any of its
rights under this Exercise Agreement, including its rights to repurchase
Shares under the Right of First Refusal. This Exercise Agreement shall be
binding upon and inure to the benefit of the successors and assigns of the
Company. Subject to the restrictions on transfer herein set forth, this
Exercise Agreement will be binding upon Purchaser and Purchaser's heirs,
executors, administrators, legal representatives, successors and assigns.
16. GOVERNING LAW; SEVERABILITY. This Exercise Agreement shall
be governed by and construed in accordance with the internal laws of the
State of California as such laws are applied to agreements between California
residents entered into and to be performed entirely within California,
excluding that body of laws pertaining to conflict of laws. If any provision
of this Exercise Agreement is determined by a court of law to be illegal or
unenforceable, then such provision will be enforced to the maximum extent
possible and the other provisions will remain fully effective and enforceable.
17. NOTICES. Any notice required to be given or delivered to the
Company shall be in writing and addressed to the Corporate Secretary of the
Company at its principal corporate offices. Any notice required to be given
or delivered to Purchaser shall be in writing and addressed to Purchaser at
the address indicated above or to such other address as Purchaser may
designate in writing from time to time to the Company. All notices shall be
deemed effectively given: upon personal delivery; three (3) days after
deposit in the United States mail by certified or registered mail (return
receipt requested); one (1) business day after its deposit with any return
receipt express courier (prepaid); or one (1) business day after transmission
by telefax or telecopier.
18. FURTHER INSTRUMENTS. The parties agree to execute such
further instruments and to take such further action as may be reasonably
necessary to carry out the purposes and intent of this Exercise Agreement.
19. HEADINGS. The captions and headings of this Exercise
Agreement are included for ease of reference only and will be disregarded in
interpreting or construing this Exercise Agreement. All references herein to
Sections will refer to Sections of this Exercise Agreement.
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20. ENTIRE AGREEMENT. The Grant Agreement and this Exercise
Agreement, together with all its Exhibits, constitute the entire agreement
and understanding of the parties with respect to the subject matter of this
Exercise Agreement, and supersede all prior understandings and agreements,
whether oral or written, between the parties hereto with respect to the
specific subject matter hereof.
IN WITNESS WHEREOF, the Company has caused this Exercise Agreement to
be executed in duplicate by its duly authorized representative and Purchaser
has executed this Exercise Agreement in duplicate as of the Effective Date.
SILICON IMAGE, INC. PURCHASER
By:___________________________ ___________________________
(Signature)
Name:_________________________ ___________________________
(Please print name) (Please print name)
Title:________________________
(Please print title)
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LIST OF EXHIBITS
Exhibit 1: Stock Power and Assignment Separate from Stock Certificate
Exhibit 2: Spouse Consent
Exhibit 3: Copy of Purchaser's Check or Other Evidence of Payment
-1-
EXHIBIT 1
STOCK POWER AND ASSIGNMENT
SEPARATE FROM STOCK CERTIFICATE
-2-
STOCK POWER AND ASSIGNMENT
SEPARATE FROM STOCK CERTIFICATE
FOR VALUE RECEIVED and pursuant to that certain Non-Plan Stock Option
Exercise Agreement No. NP-__ dated as of _______________, 19___, (the
"AGREEMENT"), the undersigned hereby sells, assigns and transfers unto
_______________________________, shares of the Common Stock of Silicon Image,
Inc., a California corporation (the "COMPANY"), standing in the undersigned's
name on the books of the Company represented by Certificate No(s). ______
delivered herewith, and does hereby irrevocably constitute and appoint the
Secretary of the Company as the undersigned's attorney-in-fact, with full
power of substitution, to transfer said stock on the books of the Company.
THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY
EXHIBITS THERETO.
Dated: _______________, 19__
PURCHASER
___________________________
(Signature)
___________________________
(Please Print Name)
___________________________
(Spouse's Signature, if any)
___________________________
(Please Print Spouse's Name)
INSTRUCTIONS: Please do not fill in any blanks other than the signature
line. The purpose of this Stock Power and Assignment is to enable the
Company to acquire the shares upon exercise of its "Right of First Refusal"
and/or set forth in the Agreement without requiring additional signatures on
the part of the Purchaser or Purchaser's Spouse.
-3-
EXHIBIT 2
SPOUSE CONSENT
-1-
SPOUSE CONSENT
I, the undersigned spouse of ____________ ("PURCHASER"), have read,
understood, and hereby approve the Non-Plan Stock Option Exercise Agreement
between Purchaser and the Company (the "AGREEMENT"). In consideration of the
Company's granting my spouse the right to purchase the Shares as set forth in
the Agreement, I hereby agree to be irrevocably bound by the Agreement and
further agree that any community property interest shall similarly be bound
by the Agreement. I hereby appoint Purchaser as my attorney-in-fact with
respect to any amendment or exercise of any rights under the Agreement.
Date:___________________________ ___________________________________
Purchaser's Spouse
Address:___________________________
___________________________________
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EXHIBIT 3
COPY OF PURCHASER'S CHECK
OR OTHER EVIDENCE OF PAYMENT
