EX-99.(D)(14) 14 file014.txt FORM OF DRAFT OPTION AGREEMENT BETWEEN SPECIALTY CATALOG CORP. 2001 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "Agreement") made as of this ___ day of ________________, 2001, by and between Specialty Catalog Corp., a Delaware corporation, having its principal office at 21 Bristol Drive, South Easton, MA 02375 (the "Company"), and Joseph J. Grabowski, an individual residing at __________________________ (the "Optionee"). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company's 2001 Stock Incentive Plan. WHEREAS, the Company has heretofore adopted the Specialty Catalog Corp.2001 Stock Incentive Plan (the "Plan") for the benefit of certain employees, officers, directors, consultants, independent contractors and advisors of the Company or any parent, affiliate or subsidiary of the Company, which Plan has been approved by the Company's stockholders; and WHEREAS, the Company and the Optionee have entered into an Employment Agreement dated as of May 8, 2000 as amended by Amendment No. 1 dated ________, 2001 (the "Employment Agreement"), pursuant to which, among other things, the Company has agreed to issue the options granted hereunder; and WHEREAS, the Optionee is a valued and trusted employee of the Company and/or one of its subsidiaries and the Company believes it to be in the best interests of the Company to secure the future services of the Optionee by providing the Optionee with an inducement to remain an employee and/or consultant of the Company and/or one of its subsidiaries through the grant of an option to acquire an ownership interest in the Company. NOW, THEREFORE, the parties agree as follows: 1. OPTION GRANT. Subject to the provisions hereinafter set forth and the terms and conditions of the Plan, the Company hereby grants to the Optionee, as of , 2001 (the "Grant Date"), the right, privilege and option (the "Option") to purchase all or any part of an aggregate of Fifty Four Thousand One Hundred Thirty-Five (54,135) shares (the "Shares") of common stock of the Company, par value $.01 per share (the "Common Stock"), such number being subject to adjustment as provided in the Plan. [This Option is [NOT] intended to qualify as an "incentive stock option" ("ISO") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent permitted under Section 422 of the Code.] 2. EXERCISE PRICE. Subject to adjustment as provided in the Plan, the purchase price per Share of Common Stock as to which this Option is exercised (the "Exercise Price") shall be Three dollars and Seventy-Five cents ($3.75), the Fair Market Value of such Shares on the Grant Date. 3. EXERCISE OF OPTION. The term of the Option shall be for a period of ten (10) years from the Grant Date and shall expire without further action being taken at 5:00 p.m., ______________ ____, 20__, subject to earlier termination as provided in Section 5 hereof (the "Expiration Date"). The Option may be exercised at any time, or from time to time, prior to the Expiration Date (or such additional period as may be permitted under the Plan) as to any part or all of the Shares covered by the Option, pursuant to the vesting schedule contained in Section 4.1 hereof; provided, however, that the Option may not be exercised as to less than one hundred (100) shares, unless it is exercised as to all Shares as to which this Option is then exercisable. 4. VESTING SCHEDULE. 4.1 The Shares into which this Option is exercisable shall vest in accordance with the following schedule: Number of Vesting Date Shares Exercisable __________, 2002 ______ SHARES __________, 2003 ______ SHARES __________, 2004 ______ SHARES 4.2 Notwithstanding the vesting schedule set forth in Section 4.1 hereof, such vesting schedule may be accelerated by the Board of Directors or a Committee of the Board of Directors (the "Option Committee") in their sole decision. In addition, in the event of a corporate transaction described in Section 18.1 of the Plan, any options that have not vested shall become fully vested prior to the consummation of such transaction, other than a "change of control" or other event which may be triggered in connection with the transactions contemplated by the Merger Agreement including the Acquisition. 4.3 Shares that are vested pursuant to the schedule set forth in Section 4.1 hereof are "Vested Shares." Shares that are not vested pursuant to the schedule set forth in Section 4.1 hereof are "Unvested Shares." 5. TERMINATION. 5.1 Termination Without Cause or for Good Reason. If the Optionee is Terminated by the Company without Cause (as defined in the Employment Agreement) or terminates his employment with the Company for Good Reason (as defined in the Employment Agreement), then the Options shall vest in full, notwithstanding such Optionee's then applicable vesting schedule, and may be exercised by Optionee no later than five (5) years after the Termination Date, with any such exercise beyond three (3) months after the Termination Date deemed to be the exercise of a non-qualified stock option, but in any event no later than the expiration date of the Options. 5.2 Termination Because of Death or Disability. If Optionee is Terminated because of death or Disability (as defined in the Employment Agreement) of Optionee (or the 2 Optionee dies within three (3) months after Termination other than for Cause or because of Disability), then any Options, upon vesting in accordance with the schedule set forth in Section 4.1 hereof on the Termination Date, may be exercised by Optionee (or Optionee's legal representative or authorized assignee) no later than the earlier of (I) 6:00 p.m., Boston time, on the fifth anniversary of the date of death or Disability, or (ii) the Expiration Date of such option, with any such exercise beyond twelve (12) months after the Termination Date deemed to be the exercise of a non-qualified stock option. 5.3 Termination for Cause. If Optionee is Terminated for Cause, then this Option, to the extent (and only to the extent) that it is vested in accordance with the schedule set forth in Section 4.1 hereof on the Termination Date, may be exercised by Optionee no later than 6:00 p.m. Boston time, on the thirtieth (30th) day after the Termination Date, but in any event no later than the Expiration Date. 5.4 No Obligation to Employ. Nothing in the Plan or this Agreement shall confer on Optionee any right to continue in the employ of, or other relationship with, the Company or any Subsidiary of the Company, or limit in any way the right of the Company or any Affiliate or Subsidiary of the Company to terminate Optionee's employment or other relationship at any time, with or without Cause. THIS AGREEMENT DOES NOT CONSTITUTE AN EMPLOYMENT CONTRACT. THIS AGREEMENT DOES NOT GUARANTEE EMPLOYMENT FOR THE LENGTH OF TIME OF THE VESTING SCHEDULE OR FOR ANY PORTION THEREOF. 6. Manner of Exercise. 6.1 Stock Option Exercise Agreement. To exercise this Option, Optionee (or in the case of exercise after Optionee's death, Optionee'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 Company from time to time (the "Exercise Agreement"), which shall set forth, inter alia, Optionee's election to exercise this Option, the number of shares being purchased, any restrictions imposed on the Shares and any representations, warranties and agreements regarding Optionee's investment intent and access to information as may be required by the Company to comply with applicable securities laws. If someone other than Optionee exercises this Option, then such person must submit documentation reasonably acceptable to the Company that such person has the right to exercise this Option. 6.2 Limitations on Exercise. This 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. 6.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares being purchased (a) in cash (by check), or (b) provided that a public market for the Company's stock exists: (1) through a "same day sale" commitment from Optionee and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD Dealer") whereby Optionee irrevocably elects to exercise this 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 Optionee and an NASD Dealer whereby Optionee irrevocably elects to exercise this 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 3 irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company. Notwithstanding the foregoing, the Board of Directors or the Option Committee, in their sole discretion, may allow for the full payment of the Exercise Price for the Shares being purchased to be made by any other method which is in accordance with the provisions of the Plan. 6.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of this Option, Optionee must pay or provide for any applicable federal or state withholding obligations of the Company. If the Committee permits, Optionee may provide for payment of withholding taxes upon exercise of this Option by requesting that the Company retain Shares with a Fair Market Value equal to the minimum amount of taxes required to be withheld. In such case, the Company shall issue the net number of Shares to the Optionee by deducting the Shares retained from the Shares issuable upon exercise. 6.5 Issuance of Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to the Company, and upon the Company's request counsel for the Company, the Company shall issue the Shares registered in the name of Optionee, Optionee's authorized assignee, or Optionee's legal representative, and shall deliver certificates representing the Shares with the appropriate legends affixed thereto. 7. NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. To the extent this Option is an ISO, if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (a) the date two (2) years after the Date of Grant, and (b) the date one (1) year after transfer of such Shares to Optionee upon exercise of this Option, then Optionee shall immediately notify the Company in writing of such disposition. 8. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of this Option and the issuance and transfer of Shares shall be subject to compliance by the Company and Optionee 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. Optionee 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. 9. NONTRANSFERABILITY OF OPTION. This 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 Optionee only by Optionee. The terms of this Option shall be binding upon the executors, administrators, successors and assigns of Optionee. 10. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall not have any of the rights of a stockholder with respect to any Shares until the Shares are issued to Optionee. 4 11. INTERPRETATION. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee 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 Optionee. 12. ENTIRE AGREEMENT. The Plan is incorporated herein by reference. This Agreement and the Plan and the Exercise Agreement constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. 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 Optionee shall be in writing and addressed to Optionee at the address indicated above or to such other address as such party 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 facsimile. 14. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under this Agreement. 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 Optionee and Optionee'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 Delaware, applicable to agreements made and to be performed entirely within such state. 16. ACCEPTANCE. Optionee hereby acknowledges receipt of a copy of the Plan and this Agreement. Optionee has read and understands the terms and provisions thereof, and accepts this Option subject to all the terms and conditions of the Plan and this Agreement. Optionee acknowledges that there maybe adverse tax consequences upon exercise of this Option or disposition of the Shares and that the Company has advised Optionee to consult a tax advisor prior to such exercise or disposition. 17. COVENANTS OF THE OPTIONEE The Optionee agrees (and for any proper successor hereby agrees), as a condition upon exercise of any Option granted hereunder: (a) Upon the request of the Committee, to execute and deliver a certificate, in form satisfactory to the Committee, certifying that the Shares being acquired upon exercise of the Option are for such person's own account for investment only and not with any view to or present intention to resell or distribute the same. The Optionee hereby agrees that the Company shall have no obligation to deliver the Shares issuable upon exercise of the Option unless and 5 until such certificate shall be executed and delivered to the Company by the Optionee or any successor. (b) Upon the request of the Committee, to execute and deliver a certificate, in form satisfactory to the Committee, certifying that any subsequent resale or distribution of the Shares by the Optionee shall be made only pursuant to either (i) a Registration Statement on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), which Registration Statement has become effective and is current with regard to the Shares being sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Optionee shall, prior to any offer of sale or sale of such Shares, obtain a prior favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, as to the application of such exemption thereto. The foregoing restriction contained in this subparagraph (b) shall not apply to (i) issuances by the Company so long as the Shares being issued are registered under the Securities Act and a prospectus in respect thereof is current, or (ii) re-offerings of Shares by affiliates of the Company (as defined in Rule 405 or any successor rule or regulation promulgated under the Securities Act) if the Shares being re-offered are registered under the Securities Act and a prospectus in respect thereof is current. (c) That certificates evidencing Shares purchased upon exercise of the Option shall bear a legend, in form satisfactory to counsel for the Company, manifesting the investment intent and resale restrictions of the Optionee described in this Section. (d) That upon exercise of the Option granted hereby, or upon sale of the Shares purchased upon exercise of the Option, as the case may be, the Company shall have the right to require the Optionee to remit to the Company, or in lieu thereof, the Company may deduct, an amount of shares or cash sufficient to satisfy federal, state or local withholding tax requirements, if any, prior to the delivery of any certificate for such Shares or thereafter, as appropriate. 18. OBLIGATIONS OF THE COMPANY 18.1 Upon the exercise of this Option in whole or in part, the Company shall cause the purchased Shares to be issued only when it shall have received the full payment of the Exercise Price in accordance with the terms of this Agreement. 18.2 The Company shall cause certificates for the Shares as to which the Option shall have been exercised to be registered in the name of the person or persons exercising the Option, which certificates shall be delivered by the Company to the Optionee only against payment of the full Exercise Price in accordance with the terms of this Agreement for the portion of the Option exercised. 18.3 In the event that the Optionee shall exercise this Option with respect to less than all of the Shares of Common Stock that may be purchased under the terms hereof, the Company shall issue to the Optionee a new Option, duly executed by the Company and the Optionee, in form and substance identical to this Option, for the balance of Shares of Common Stock then issuable pursuant to the terms of this Option. 6 18.4 Notwithstanding anything to the contrary contained herein, neither the Company nor its transfer agent shall be required to issue any fraction of a Share of Common Stock in connection with the exercise of this Option, and the Company shall, upon exercise of this Option in whole or in part, issue the largest number of whole Shares of Common Stock to which this Option is entitled upon such full or partial exercise and shall return to the Optionee the amount of the Exercise Price paid by the Optionee in respect of any fractional Share. 18.5 The Company may endorse such legend or legends upon the certificates for Shares issued to the Optionee pursuant to the Plan and may issue such "stop transfer" instructions to its transfer agent in respect of such Shares as, in its discretion, it determines to be necessary or appropriate to: (i) prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act; (ii) implement the provisions of the Plan and any agreement between the Company and the Optionee or grantee with respect to such Shares; or (iii) permit the Company to determine the occurrence of a disqualifying disposition, as described in Section 421(b) of the Code, of Shares transferred upon exercise of an incentive stock option granted pursuant to this Agreement and under the Plan. 18.6 The Company shall pay all issue or transfer taxes with respect to the issuance or transfer of Shares, as well as all fees and expenses necessarily incurred by the Company in connection with such issuance or transfer, except fees and expenses which may be necessitated by the filing or amending of a Registration Statement under the Securities Act, which fees and expenses shall be borne by the Optionee, unless such Registration Statement under the Securities Act has been filed by the Company for its own corporate purposes (and the Company so states) in which event the Optionee shall bear only such fees and expenses as are attributable solely to the inclusion of the Shares he or she receives in the Registration Statement. 18.7 All Shares issued following exercise of the Option and the payment of the Exercise Price in accordance with the terms of this Agreement therefor shall be fully paid and non-assessable to the extent permitted by law. 19. ADDITIONAL COVENANTS 19.1 Bound by Provisions of the Stockholders Agreement. The Optionee hereby agrees that Optionee has received and read a copy of the Stockholders Agreement. The Optionee further agrees that by signing this Agreement and accepting the Shares, the Optionee, as a holder of the Shares, and the Optionee's successors and transferees, will become parties to the Stockholders Agreement and will be bound by the terms and provisions of the Stockholders Agreement applicable to such Shares, in accordance with Section 2 thereof, including without limitation, provisions applicable to any sale or other disposition of the Shares. Furthermore, the Optionee agrees that the Shares are subject to the Stockholders Agreement and that this provision will be deemed the Transfer Agreement (as defined in the Stockholders Agreement). For purposes of this Agreement, the term "Stockholders Agreement" shall mean the Stockholders Agreement dated as of May 4, 2001 among Acquisition Corp. and its stockholders, as it may be amended or supplemented thereafter from time to time, which agreement shall, after the Acquisition, become the Stockholders Agreement of the Company. 7 19.2 Restricted Stock Provisions. Shares of stock issued on exercise of this Option shall upon issuance be subject to the following restrictions (and, as used herein, "restricted stock" means Shares issued on exercise of this Option which are still subject to the restrictions imposed under this paragraph that have not yet expired or terminated) until the 90th day after the date on which shares of the same class of stock as such restricted stock first become publicly traded: If the service status of the Optionee with the Company is terminated for any reason other than his death, normal or early retirement in accordance with his employer's established retirement policies and practices, or Disability, the Company (or any subsidiary designated by it) shall have the option for 90 days after such termination to purchase for cash all or any part of his restricted stock at the greater of (i) the price paid therefore upon exercise of this Option, or (ii) the Fair Market Value of the restricted stock on the date of such termination. The restrictions imposed under this Section 19.2 shall apply as well to all shares or other securities issued in respect of restricted stock in connection with any stock split, reverse stock split, stock dividend, recapitalization, reclassification, spin-off, split-off, merger consolidation, or reorganization. 20. MISCELLANEOUS 20.1 If the Optionee loses this Agreement representing the Option granted hereunder, or if this Agreement is stolen or destroyed, the Company shall, subject to such reasonable terms as to indemnity as the Committee, in its sole discretion shall require, enter into a new option agreement pursuant to which the Company shall issue a new Option of like denomination and tenor as, and in substitution for, the Option so lost, stolen or destroyed, and in the event this Agreement representing the Option shall be mutilated, the Company shall, upon the surrender hereof, enter into a new option agreement pursuant to which the Company shall issue a new Option of like denomination and tenor as, and in substitution for, the Option so mutilated. 20.2 This Agreement cannot be amended, supplemented or changed, and no provision hereof can be waived, except by a written instrument making specific reference to this Agreement and signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought. A waiver of any right derived hereunder by the Optionee shall not be deemed a waiver of any other right derived hereunder. 20.3 This Agreement may be executed in any number of counterparts, but all counterparts will together constitute but one agreement. 8 20.4 In the event of a conflict between the terms and conditions of this Agreement and the Plan, the terms and conditions of the Plan shall govern. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in duplicate by its duly authorized representative and Optionee has executed this Agreement in duplicate as of the Date of Grant. SPECIALTY CATALOG CORP. By:____________________________ Name: Title: OPTIONEE _______________________________ Name: Joseph J. Grabowski 9 EXHIBIT A SPECIALTY CATALOG CORP. 2001 STOCK INCENTIVE PLAN (THE "PLAN") STOCK OPTION EXERCISE AGREEMENT I hereby elect to purchase the number of shares of Common Stock of Specialty Catalog Corp. (the "Company") as set forth below: Optionee _________________________________________ Social Security Number: _________________________________________ Address: _________________________________________ _________________________________________ Type of Option: [ ] Incentive Stock Option [ ] Nonqualified Stock Option Number of Shares Purchased: _________________________________________ Purchase Price per Share: _________________________________________ Aggregate Purchase Price: _________________________________________ Date of Option: _________________________________________ Exact Name of Title to Shares: _________________________________________ 1. DELIVERY OF PURCHASE PRICE. Optionee hereby delivers to the Company the Aggregate Purchase Price, to the extent permitted in the Option Agreement (the "Option Agreement"), as follows (check as applicable and complete): [ ] in cash (by check) in the amount of $_____________________, receipt of which is acknowledged by the Company; [ ] by cancellation of indebtedness of the Company to Optionee in the amount of $___________________________________; [ ] by delivery of ______________________________ fully-paid, nonassessable and vested shares of the Common Stock of the Company owned by Optionee for at least six (6) months prior to the date hereof (and which have been paid for within the meaning of SEC Rule 144), or obtained by Optionee 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 tender of a promissory note in the principal amount of $__________________________, secured by a Pledge Agreement of even date herewith 10 (the par value of the Shares is tendered in cash (by check) receipt of which is acknowledged by the Company); [ ] by the waiver hereby of compensation due or accrued to Optionee for services rendered in the amount of $_________________________________ ; [ ] through a "same-day-sale" commitment, delivered herewith, from Optionee and the NASD Dealer named therein, in the amount of $______________; or [ ] through a "margin" commitment, delivered herewith from Optionee and the NASD Dealer named therein, in the amount of $_________________________. 2. MARKET STANDOFF AGREEMENT. Optionee, if requested by the Company and an underwriter of Common Stock (or other securities) of the Company, agrees not to sell or otherwise transfer or dispose of any Common Stock (or other securities) of the Company held by Optionee during the period requested by the managing underwriter following the effective date of a registration statement of the Company filed under the Securities Act, provided that all officers and directors of the Company are also requested to enter into similar agreements. Such agreement shall be in writing in a form satisfactory to the Company and such underwriter. The Company is hereby entitled to impose stop-transfer instructions with respect to the shares (or other securities) subject to the foregoing restriction until the end of such period. 3. BOUND BY PROVISIONS OF THE STOCKHOLDERS AGREEMENT. The Optionee hereby agrees that Optionee has received and read a copy of the Stockholders Agreement. The Optionee further agrees that by signing this Agreement and accepting the Shares, the Optionee, as a holder of the Shares, and the Optionee's successors and transferees, will become parties to the Stockholders Agreement and will be bound by the terms and provisions of the Stockholders Agreement applicable to such Shares, in accordance with Section 2 thereof, including without limitation, provisions applicable to any sale or other disposition of the Shares. Furthermore, the Optionee agrees that the Shares are subject to the Stockholders Agreement and that this provision will be deemed the Transfer Agreement (as defined in the Stockholders Agreement). For purposes of this Agreement, the term "Stockholders Agreement" shall mean the Stockholders Agreement dated as of May 4, 2001 among Acquisition Corp. and its stockholders, as it may be amended or supplemented thereafter from time to time, which agreement shall, after the Acquisition, become the Stockholders Agreement of the Company. 4. TAX CONSEQUENCES. 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 CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. 11 5. ENTIRE AGREEMENT. The Plan and Option Agreement are incorporated herein by reference. This Exercise Agreement, the Plan and the Option Agreement constitute the entire agreement and understanding of the parties and supersede in their entirety all prior understandings and agreements of the Company and Optionee with respect to the subject matter hereof, and are governed by Delaware law applicable to contracts executed and to be fully performed therein. Date: _________________________ _________________________________ SIGNATURE OF OPTIONEE 12