| Number of Shares Subject to Option: | %%TOTAL_SHARES_GRANTED%-% |
| Option Price Per Share: | %%OPTION_PRICE%-% |
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1.
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Expiration. The
Options will expire on %%EXPIRE_DATE_PERIOD1%-% (the “Expiration
Date”).
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2.
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Termination
Without Cause or for Good Reason; Immediate Vesting. If the
Company terminates your employment with the Company for any reason other
than Cause (as defined in your employment agreement with the Company),
including for “Involuntary Termination Without Cause” or “Termination
Without Cause”, as applicable, as defined in your employment agreement
with the Company, or you terminate your employment for “Good Reason”, if
applicable, as defined in your employment agreement with the Company, all
of your Options will become immediately vested and exercisable, effective
as of the date of the termination of your employment. You, your personal
representative,
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3.
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Termination
For Cause. Upon termination of your employment with the Company for
“Cause” as defined in your employment agreement with the Company, your
unexercised vested and unvested Options will terminate
immediately.
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4.
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Change
in Full-Time Employment Status. In the event that your
employment with the Company changes from full-time to part-time for any
reason, your unvested Options will expire on the date of the
change. Your vested Options will be unaffected and remain
subject to the terms of this Notice of
Grant.
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5.
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Resignation;
Leave. In the event that you resign your employment with the
Company, you must exercise your vested Options within three (3) months of
your resignation date or they will expire. Options that have
not vested by your resignation date will expire on your resignation
date. Employees on authorized leave (as determined under the
Company’s authorized leave policy) will not be considered as having
terminated merely by reason of the leave and will continue to be eligible
to exercise and sell their Options during the period of the
leave.
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1.
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Giving
written notice to the Company, signed by you, stating the number of shares
you have elected to purchase; and
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2.
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Remitting
payment of the purchase price in full (You may deliver Mature Shares of
Company common stock that you own in satisfaction of all or any part of
the purchase price or make other arrangements satisfactory to the Company
and permitted by the Plan regarding payment of the purchase price);
and
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3.
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Remitting
payment to satisfy the income tax withholding requirements for
non-statutory options or making other arrangements to satisfy such
withholding that are satisfactory to the Company and permitted by the
Plan.
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1.
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Transfers
are allowed only to the following
transferees:
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a)
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Your
spouse, children, step-children, grandchildren, step-grandchildren or
other lineal descendants (including relationships arising from legal
adoptions). Such individuals are hereinafter referred to as
“Immediate Family Members”.
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b)
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Trust(s)
for the exclusive benefit of any one or more of your Immediate Family
Members.
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c)
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Partnership(s),
limited liability company(ies) or other entity(ies), the only partners,
members or interest holder of which are among your Immediate Family
Members.
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d)
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Pursuant
to a court issued divorce decree or Domestic Relations Order (as defined
in the Code or Title I of the Employee Retirement Income Security Act (or
rules thereunder)).
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3.
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Transferees
may not subsequently transfer their rights under the Option except by will
or by the laws of descent or
distribution.
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4.
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Following
the transfer, the Option will continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer (except that
the transferee may deliver the Option exercise notice and payment of the
exercise price).
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5.
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You
must give written notice of the transfer to the Company and the Company
may require that any transfer is conditioned upon the transferee executing
any document or agreement requested by the
Company.
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· 50%
of your unvested Options shall vest upon the date of the Change of
Control; and
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· 50%
of your unvested Options shall vest upon the one year anniversary of the
date of the Change of Control. Notwithstanding the foregoing,
in the event that any of your unvested Options would have vested sooner
than the one year anniversary of the date of the Change of Control (based
upon the vesting schedule set forth in the “Vesting of Options” section
hereof or any other terms or conditions affecting vesting rights contained
herein), such sooner vesting date shall apply to such unvested
Options.
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1.
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The
SARs shall only be exercisable if a Change of Control
occurs. In such event, the SARs will be exercisable at any time
during a period of 90 days beginning on the date the Change of Control
occurs. To the extent that the SARs or their underlying Options
are not exercised during an exercise period, the SARs will become
unexercisable again until such time as another Change of Control occurs or
%%EXPIRE_DATE_PERIOD1%-% , when they
expire.
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2.
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When
the SARs become exercisable, you may exercise the SARs by giving written
notice to the Company, signed by you, stating the number of SARs that you
are exercising.
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3.
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Upon
exercise of the SARs, you shall receive in exchange from the Company an
amount equal to the excess of (x) the value of the Company’s common stock
on the date of exercise, over (y) the exercise price of the underlying
Option. For purposes of this paragraph, the value of the
Company’s common stock shall be the Fair Market Value of the Company’s
common stock on the date of exercise; provided, however, if the net after
tax benefit to you, after considering all applicable taxes, interest and
penalties, including taxes, interest and penalties imposed under Code
section 409A, would be greater if the value was determined based on the
highest closing price of the Company’s common stock, on the exchange on
which it is then traded, during the 90 days immediately preceding the
Change of Control, the value of the Company’s common stock shall be such
higher amount. The determination of the net after tax benefit
to you shall be made by the Company in its reasonable
discretion.
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4.
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The
Company’s obligation arising upon exercise of the SARs shall be paid in
cash and shall be subject to required income tax
withholdings.
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5.
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To
the extent a SAR is exercised, the underlying Option must be
surrendered. The underlying Option, to the extent surrendered,
shall no longer be exercisable.
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| %%FIRST_NAME%-%%%LAST_NAME%-% | %%EMPLOYEE_IDENTIFIER%-% |
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________________________________________________
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___________________________________________________
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| Printed Name | Employee ID Number |