-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CSfnmpfKxFCAl6uo3rwhroQCPE5Iojr6zkkgLTI42tvRjagQZWGIEcPud+gBzNNB HOn9144NyN4R5bBWCXshZA== 0001012870-01-000975.txt : 20010226 0001012870-01-000975.hdr.sgml : 20010226 ACCESSION NUMBER: 0001012870-01-000975 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010223 EFFECTIVENESS DATE: 20010223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERTRUST TECHNOLOGIES CORP CENTRAL INDEX KEY: 0001089717 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 521672106 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-56148 FILM NUMBER: 1553498 BUSINESS ADDRESS: STREET 1: 4750 PATRICK HENRY BLVD. CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4088550100 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on February 23, 2001 Registration No. 333-________ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________ FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ___________________ INTERTRUST TECHNOLOGIES CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 52-1672106 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 4750 Patrick Henry Drive Santa Clara, California 95054 (408) 222-6100 (Address of principal executive offices) (Zip Code) ___________________ 1999 EQUITY INCENTIVE PLAN 1999 EMPLOYEE STOCK PURCHASE PLAN 1999 NON-EMPLOYEE DIRECTOR OPTION PLAN 2000 SUPPLEMENTAL PLAN PUBLISHONE, INC. 1999 STOCK PLAN SHARES ACQUIRED UNDER A WRITTEN COMPENSATORY AGREEMENT WITH GREGORY S. WOOD (Full title of the Plans) ___________________ Victor Shear Chief Executive Officer and Chairman of the Board INTERTRUST TECHNOLOGIES CORPORATION 4750 Patrick Henry Drive Santa Clara, California 95054 (Name and address of agent for service) (408) 222-6100 (Telephone number, including area code, of agent for service) ___________________
CALCULATION OF REGISTRATION FEE ================================================================================================================================= Proposed Maximum Proposed Maximum Amount to be Offering Price per Aggregate Offering Amount of Title of Securities to be Registered Registered (1) Share (2) Price (2) Registration Fee - ------------------------------------ ---------- ------ ----- ---------------- 1999 Equity Incentive Plan - -------------------------- Options 3,000,000 N/A N/A N/A Common Stock (par value $0.001) 3,000,000 Shares $5.78 $17,340,000.00 $4,335.00 1999 Employee Stock Purchase Plan - --------------------------------- Options 700,000 N/A N/A N/A Common Stock (par value $0.001) 700,000 Shares $5.78 $ 4,046,000.00 $1,011.50 1999 Non Employee Director Option Plan - -------------------------------------- Options 700,000 N/A N/A N/A Common Stock (par value $0.001) 700,000 Shares $5.78 $ 4,046,000.00 $1,011.50 Proposed Maximum Proposed Maximum Amount to be Offering Price per Aggregate Offering Amount of Title of Securities to be Registered Registered (1) Share (2) Price (2) Registration Fee - ------------------------------------ ---------- ------ ----- ---------------- 2000 Supplemental Plan - ---------------------- Options 5,000,000 N/A N/A N/A Common Stock (par value $0.001) 5,000,000 Shares $5.78 28,900,000 $7,225.00 PublishOne, Inc. 1999 Stock Plan - -------------------------------- Options 1,196,905 N/A N/A N/A Common Stock (par value $0.001) 1,196,905 Shares $5.78 6,918,110.90 $1,729.53 Shares Acquired under a Written - ------------------------------- Compansatory Agreement with Gregory S. - --------------------------------------- N/A N/A N/A S. Wood - ----- Options 360,000 $5.78 2,080,800 $520.20 Common Stock (par value $0.001) 360,000 Shares
1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 1999 Equity Incentive Plan, 1999 Employee Stock Purchase Plan, 1999 Non-Employee Director Option Plan, 2000 Supplemental Plan, PublishOne, Inc. 1999 Stock Plan, and the Shares Acquired under a Written Compensatory Agreement with Gregory S. Wood by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of InterTrust Technologies Corporation. (2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low price per share of Common Stock of InterTrust Technologies Corporation, as reported on the Nasdaq National Market on February 16, 2001. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference --------------------------------------- InterTrust Technologies Corporation (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "SEC"): (a) The Registrant's Annual Report on Form 10-K and Amended Annual Report on Form 10-K/A for the fiscal year ended December 31, 1999; (a) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000, June 30, 2000, and September 30, 2000; (b) The Registrant's Current Reports on Forms 8-K filed with the SEC on December 23, 1999 and February 20, 2001; and (c) The Registrant's Registration Statement No. 000-27287 on Form 8-A filed with the SEC on September 9, 1999, together with all amendments thereto, pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act") in which there is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock. All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities ------------------------- Not Applicable. Item 5. Interests of Named Experts and Counsel -------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers ----------------------------------------- Section 145 of the Delaware General Corporation Law authorizes a court to award or a corporation's board of directors to grant indemnification to directors and officers in terms sufficiently broad to permit indemnification under limited circumstances for liabilities, including reimbursement for expenses incurred, arising under the 1933 Act. Article VI, Section 6.1 of Registrant's bylaws provides for mandatory indemnification of Registrant's directors, officers, and employees to the maximum extent permitted by the Delaware General Corporation Law. Registrant's sixth amended and restated certificate of incorporation provides that Registrant's officers and directors shall not be liable for monetary damages for breach of the officers' or directors' fiduciary duty as officers or directors to Registrant's stockholders and Registrant. This provision in the sixth amended and restated certificate of incorporation does not eliminate the officers' or directors' fiduciary duty, and, in appropriate circumstances, equitable remedies like injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each officer or director will continue to be subject to liability for breach of the officer's or director's duty of loyalty to Registrant or Registrant's stockholders for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the officer or director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect an officer's or director's responsibilities under any other law, like the federal securities laws or state or federal environmental laws. Registrant has entered into indemnification agreements with II-1 Registrant's officers and directors. The indemnification agreements provide Registrant's officers and directors with further indemnification to the maximum extent permitted by the Delaware General Corporation Law. Item 7. Exemption from Registration Claimed ----------------------------------- Not Applicable. Item 8. Exhibits -------- Exhibit Number Exhibit - -------------- ------- 4 Instrument Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 000-27287 on Form 8- A, together with all amendments thereto, which is incorporated herein by reference pursuant to Item 3(b) of this Registration Statement. 5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. 23.1 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is contained in Exhibit 5. 23.2 Consent of Ernst & Young LLP, Independent Auditors. 24 Power of Attorney. Reference is made to page II-3 of this Registration Statement. 99.1 Form of Written Compensatory Agreement Item 9. Undertakings ------------ A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall -------- not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Registrant's 1999 Equity Incentive Plan, 1999 Employee Stock Purchase Plan, 1999 Non-Employee Director Option Plan, 2000 Supplemental Plan, PublishOne, Inc. 1999 Stock Plan, and the Shares Acquired under a Written Compensatory Agreement with Gregory S. Wood. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California on this 23rd day of February 2001. INTERTRUST TECHNOLOGIES CORPORATION By: /s/ Victor Shear ------------------------------------ Victor Shear Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY ----------------- KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of InterTrust Technologies Corporation, a Delaware corporation, do hereby constitute and appoint Victor Shear and Gregory S. Wood, and either of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and either one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ Victor Shear Chairman of the Board and Chief Executive Officer February 23, 2001 - ----------------------- (Principal Executive Officer) Victor Shear /s/ Gregory S. Wood Chief Financial Officer (Principal Financial and February 23, 2001 - ----------------------- Accounting Officer) Gregory S. Wood _______________________ Executive Vice Chairman of the Board David C. Chance
II-3
Signature Title Date - --------- ----- ---- /s/ Edmund J. Fish Director, Executive Vice President, and Chief February 23, 2001 - ---------------------- Business Officer Edmund J. Fish ______________________ Director David Lockwood /s/ Bruce Fredrickson ______________________ Director February 23, 2001 Bruce Fredrickson /s/ Satish K. Gupta ______________________ Director February 23, 2001 Satish K. Gupta
II-4 EXHIBIT INDEX Exhibit Number Exhibit - -------------- ------- 4 Instrument Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 000-27287 on Form 8-A, together with all amendments thereto, which is incorporated herein by reference pursuant to Item 3(b) of this Registration Statement. 5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. 23.1 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is contained in Exhibit 5. 23.2 Consent of Ernst & Young LLP, Independent Auditors. 24 Power of Attorney. Reference is made to page II-3 of this Registration Statement. 99.1 Form of Written Compensatory Agreement EX-5 2 0002.txt OPINION AND CONSENT OF GUNDERSON DETTMER LLP Exhibit 5 --------- February 23, 2001 InterTrust Technologies Corporation 4750 Patrick Henry Drive Santa Clara, California 95054 Re: InterTrust Technologies Corporation (the "Company") Registration Statement for an aggregate of 10,956,905 of Shares of Common Stock Ladies and Gentlemen: We refer to Registrant's registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of (i) 3,000,000 shares of Common Stock available for issuance under the 1999 Equity Incentive Plan, (ii) 700,000 shares of Common Stock available for issuance under the 1999 Employee Stock Purchase Plan, (iii) 700,000 shares of Common Stock available for issuance under the 1999 Non-Employee Director Option Plan, (iv) 5,000,000 shares of Common Stock under the 2000 Supplemental Plan, (v) 1,196,905 shares of Common Stock available for issuance upon the Company's assumption of the options granted under PublishOne, Inc, 1999 Stock Plan, and (vi) 360,000 Shares Acquired under a Written Compensatory Agreement with Gregory S. Wood. We advise you that, in our opinion, when such shares have been issued and sold pursuant to the applicable provisions of the 1999 Equity Incentive Plan, 1999 Employee Stock Purchase Plan, 1999 Non-Employee Director Option Plan, 2000 Supplemental Plan, PublishOne, Inc. 1999 Stock Plan, and the Shares Acquired under a Written Compensatory Agreement with Gregory S. Wood and in accordance with the Registration Statement, such shares will be validly issued, fully paid and nonassessable shares of the Company's Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP ___________________________________________________ Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP EX-23.2 3 0003.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1999 Equity Incentive Plan, 1999 Employee Stock Purchase Plan, 1999 Non-Employee Director Option Plan, 2000 Supplemental Plan, PublishOne, Inc. 1999 Stock Plan and Shares Acquired under a Written Compensatory Agreement with Gregory S. Wood of InterTrust Technologies, Inc., of our report dated January 14, 2000, except as to the paragraph titled "Stock Split" of Note 1, as to which the date is January 27, 2000, with respect to the consolidated financial statements of InterTrust Technologies, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP _________________________________________ ERNST & YOUNG LLP Palo Alto, California February 22, 2001 EX-99.1 4 0004.txt FORM OF WRITTEN COMPENSATORY AGREEMENT EXHIBIT 99.1 FORM OF WRITTEN COMPENSATORY AGREEMENT InterTrust Technologies Corporation Notice of Stock Option Grant You have been granted the following option to purchase Common Stock of InterTrust Technologies Corporation (the "Company"): Name of Optionee: Total Number of Shares Granted: Type of Option: Exercise Price Per Share: $ Date of Grant: _____, ___, Vesting Commencement Date: _____, ___, Vesting Schedule: This option becomes exercisable with respect to the first 12.5% of the Shares subject to this option when you complete 6 months of continuous service from the Vesting Commencement Date and with respect to an additional 1/48th of the Shares subject to this option when you complete each month of continuous service thereafter. Expiration Date: _____, ___, By your signature and the signature of the Company's representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the Stock Option Agreement, which is attached to and made a part of this document. Optionee: InterTrust Technologies Corporation ____________________________ By:________________________________ ____________________________ Title:_____________________________ Print Name InterTrust Technologies Corporation Stock Option Agreement Tax Treatment This option is intended to be a nonstatutory option, as provided in the Notice of Stock Option Grant. Vesting This option becomes exercisable in installments, as shown in the Notice of Stock Option Grant. In addition, this option becomes exercisable and vested in full if the Company is subject to a "Change in Control" (as defined below) while you are an employee, consultant or director of the Company or a subsidiary of the Company, unless this option remains outstanding following the "Change in Control," or is assumed by the surviving corporation (or parent thereof) or substituted with an option with substantially the same terms by the surviving corporation (or parent thereof). The determination of whether a substituted option has substantially the same terms as this option shall be made by the Compensation Committee (the "Committee"), and its determination shall be final, binding and conclusive. No additional shares become exercisable after your service as an employee, consultant or director of the Company or a subsidiary of the Company has terminated for any reason. Term This option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shown in the Notice of Stock Option Grant. (It will expire earlier if your service terminates, as described below.) Regular Termination If your service as an employee, consultant or director of the Company or a subsidiary of the Company terminates for any reason except death or disability, then this option will expire at the close of business at Company headquarters on the date three months after your termination date. The Company determines when your service terminates for this purpose. Death If you die as an employee, consultant or director of the Company or a subsidiary of the Company, then this option will expire at the close of business at Company headquarters on the date 12 months after the date of death. Disability If your service as an employee, consultant or director of the Company or a subsidiary of the Company terminates because of your disability, then this option will expire at the close of business at Company headquarters on the 2 date six months after your termination date. For all purposes under this Agreement, "disability" means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment. Leaves of Absence For purposes of this option, your service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing and if continued crediting of service is required by the terms of the leave or by applicable law. But your service terminates when the approved leave ends, unless you immediately return to active work. In addition, at the discretion of the Company, the vesting and exercisability of your option may be suspended during a leave of absence, in accordance with the Company's general policies, which may be amended from time to time. Restrictions on The Company will not permit you to exercise this option if Exercise the issuance of shares at that time would violate any law or regulation. Notice of Exercise When you wish to exercise this option, you must notify the Company by filing the proper "Notice of Exercise" form at the address given on the form. Your notice must specify how many shares you wish to purchase. Your notice must also specify how your shares should be registered (in your name only or in your and your spouse's names as community property or as joint tenants with right of survivorship). The notice will be effective when it is received by the Company. If someone else wants to exercise this option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the option exercise price for the shares you are purchasing. Payment may be made in one (or a combination of two or more) of the following forms: . Your personal check, a cashier's check or a money order. . Certificates for shares of Company stock that you own, along with any forms needed to effect a transfer of those shares to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option exercise price. Instead of surrendering shares of Company stock, you may attest to the ownership of those shares on a form provided by the Company and have the same number of shares subtracted from the option shares issued to you. However, you may not surrender, or attest to the ownership of, shares of Company stock in payment of 3 the exercise price if your action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to this option for financial reporting purposes. . Irrevocable directions to a securities broker approved by the Company to sell all or part of your option shares and to deliver to the Company from the sale proceeds an amount sufficient to pay the option exercise price and any withholding taxes. (The balance of the sale proceeds, if any, will be delivered to you.) The directions must be given by signing a special "Notice of Exercise" form provided by the Company. . Irrevocable directions to a securities broker or lender approved by the Company to pledge option shares as security for a loan and to deliver to the Company from the loan proceeds an amount sufficient to pay the option exercise price and any withholding taxes. The directions must be given by signing a special "Notice of Exercise" form provided by the Company. Withholding You will not be allowed to exercise this option unless you Taxes and Stock make arrangements acceptable to the Company to pay any Withholding withholding taxes that may be due as a result of the option exercise. These arrangements may include withholding shares of Company stock that otherwise would be issued to you when you exercise this option. The value of these shares, determined as of the effective date of the option exercise, will be applied to the withholding taxes. Restrictions on By signing this Agreement, you agree not to sell any Resale option shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your option has not expired. Transfer of Option Prior to your death, only you may exercise this option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or a beneficiary designation. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your former spouse, nor is the Company obligated to recognize your former spouse's interest in your option in any other way. Retention Rights Your option or this Agreement do not give you the right to be retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to terminate your service at 4 any time, with or without cause. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder of the Company until you have exercised this option by giving the required notice to the Company and paying the exercise price. No adjustments are made for dividends or other rights if the applicable record date occurs before you exercise this option, except as described below. Buyout Rights The Committee may at any time (a) offer to buy out for a payment in cash or cash equivalents this option or (b) authorize you to elect to cash out this option, in either case at such time and based upon such terms and conditions as the Committee shall establish. Adjustments In the event of a stock split, a stock dividend or a similar change in Common Stock, the number of shares covered by this option and the exercise price per share may be adjusted in the same manner and to the same extent as options are adjusted pursuant to the Company's 1999 Equity Incentive Plan. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions). Other Agreements This Agreement and the Notice of Stock Option Grant constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. This Agreement may be amended only by another written agreement, signed by both parties. By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Notice of Stock option Grant. 5 -----END PRIVACY-ENHANCED MESSAGE-----