-----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, UeWP3i54kzfz5pquc74Ust6VLDpagLjENgwmOjQJoCKz14X0YX8rMFkwtd8hAeOt 3PQuwNreslsVejwWgcL2pw== 0000950153-06-000115.txt : 20060119 0000950153-06-000115.hdr.sgml : 20060119 20060119164422 ACCESSION NUMBER: 0000950153-06-000115 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060101 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060119 DATE AS OF CHANGE: 20060119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORTHOLOGIC CORP CENTRAL INDEX KEY: 0000887151 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 860585310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21214 FILM NUMBER: 06538653 BUSINESS ADDRESS: STREET 1: 1275 WEST WASHINGTON STREET CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6024375520 MAIL ADDRESS: STREET 1: 1275 WEST WASHINGTON STREET CITY: TEMPE STATE: AZ ZIP: 85281 8-K 1 p71750e8vk.htm 8-K e8vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report: January 1, 2006 (Date of earliest event reported)
ORTHOLOGIC CORP.
 
(Exact name of Company as specified in its charter)
         
Delaware   000-21214   86-0585310
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)
     
1275 West Washington Street, Tempe, Arizona   85281
     
(Address of principal executive offices)   (Zip Code)
Company’s telephone number, including area code:
(602) 286-5520
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 1.01 Entry into a Material Definitive Agreement.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Exhibit 10.1
Exhibit 10.2


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Section 1 – Company’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
     OrthoLogic Corp. (the “Company”) from time to time issues stock options to its employees, officers and directors pursuant to its 1997 Stock Option Plan, as amended (the “1997 Plan”). The Company filed a copy of its 1997 Plan as Exhibit 4.3 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2005.
     The Company is filing with this Current Report on Form 8-K (this “Form 8-K”) the form of Non-qualified Stock Option Grant Letter used by the Company in connection with non-qualified stock option grants made under its 1997 Plan. From time to time, the Company may issue stock options different from those in the form agreement filed herewith.
     On January 1, 2006, the Company issued stock options to the following non-employee members of its board of directors under its 1997 Plan as part of the annual compensation to the members of the board of directors for their services to the Company:
         
    Option exercisable for
    the following number of shares of
Director   OrthoLogic Corp. common stock
Fredric J. Feldman
    10,000  
John M. Holliman, III
    10,000  
Augustus A. White, III
    10,000  
Elwood D. Howse, Jr.
    10,000  
Michael D. Casey
    10,000  
     The options were evidenced by Non-qualified Stock Option Grant Letters for non-employee directors in the form attached hereto as Exhibit 10.1 and incorporated herein by reference. The options have an exercise price equal to the closing price as reported on Nasdaq on the date the option grants were issued and vest immediately. These options generally terminate upon the earlier of: (i) 10 years after the date of grant; (ii) the date of termination if the director’s termination is for cause (as determined by the board or a designated committee, at its sole discretion); (iii) three years after the date the director ceases to serve on the board if the director’s termination is for reasons of death, permanent disability or retirement; or (iv) two years after the date the director ceases to serve on the board if the director’s termination is for reasons other than death, permanent disability, retirement or cause. If, however, a director has served as a director for five years at the time he or she ceases to serve in such capacity, his or her options will be exercisable until the expiration date of such options.
     On January 16, 2006, in connection with his commencement of employment as the Company’s Chief Financial Officer, the Company granted to Les M. Taeger options to purchase 150,000 shares of the Company’s common stock at an exercise price equal to $5.15, which was the closing price of the Company’s common stock on the business day immediately preceding the date of grant, as reported by the Nasdaq Stock Market. The grant is evidenced by a Letter of Incentive Option Grant for 150,000 shares (the “Grant Letter”), which provides for immediate vesting as to

 


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3,125 of the shares covered thereby, and monthly vesting of the remainder in equal amounts of 3,125 shares until the option is fully exercisable, subject to continued employment by Mr. Taeger. The Grant Letter is filed with this Form 8-K as Exhibit 10.2 and is incorporated herein by reference.

 


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Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d)   Exhibits
     
Exhibit No.   Description
10.1
  Form of Non-Qualified Option Grant Letter for use in connection with the Company’s 1997 Stock Option Plan, as amended
 
   
10.2
  Letter of Incentive Option Grant for 150,000 shares of the Company’s common stock, dated January 16, 2006

 


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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
Dated: January 17, 2006
  ORTHOLOGIC CORP.
 
   
 
  /s/ James M. Pusey
 
   
 
  James M. Pusey
Chief Executive Officer

 

EX-10.1 2 p71750exv10w1.htm EXHIBIT 10.1 exv10w1
 

Exhibit 10.1
LETTER OF NON-QUALIFIED OPTION GRANT
ORTHOLOGIC CORP. 1997 STOCK OPTION PLAN
Date                     
Name & address
RE: OrthoLogic Corp. 1997 Stock Option Plan
Dear ___,
In order to provide additional incentive to certain employees and directors, OrthoLogic Corp. (the “Company”) adopted the OrthoLogic 1997 Stock Option Plan (the “Stock Option Plan”). By means of this letter (the “Letter of Grant”), the Company is offering you a non-qualified stock option pursuant to the Stock Option Plan. The Company’s sale of its common shares underlying the option granted to you hereby has been registered with the U.S. Securities and Exchange Commission. A copy of the prospectus, including a copy of the Stock Option Plan relating to that registration, can be obtained from the Company by request.
The option granted to you hereunder shall be subject to all of the terms and conditions of the Stock Option Plan, which you should carefully review. In addition, such option is subject to the following terms and conditions:
     1. Grant of Option. The Company hereby grants to you, pursuant to the Stock Option Plan, the option to purchase from the Company upon the terms and conditions and at the times hereinafter set forth, an aggregate of __________shares of the Company’s $0.0005 par value common stock (the “Shares”) at a purchase price of $  per Share. The date of grant of this option is ___ (hereinafter referred to as the “Option Date”).
     2. Exercise Term of Option. Unless earlier terminated as described in Section 7, the option will vest and may be exercised for the purchase of Shares as described in the following schedule:
         
Number of Shares   Vesting Schedule    
 
       
     3. Nontransferability. This option shall not be transferable otherwise than by will or by the laws of descent and distribution, and the options shall be exercisable only by you during your lifetime.

 


 

[Optionee]
[Date]
Page 2
     4. Other Conditions and Limitations.
(a) Any Shares issued upon exercise of this option shall not be issued unless the issuance and delivery of Shares pursuant thereto shall comply with all relevant provisions of law including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, any applicable state securities or “Blue Sky” law or laws (or an exemption from such provision is available), and the requirements of any stock exchange or national market system of a national securities association upon which the Shares may then be listed and shall be further subject to the approval of counsel for the Company with respect to such compliance.
(b) No transfer of any Shares issued upon the exercise of the option will be permitted by the Company, unless any request for transfer is accompanied by evidence satisfactory to the Company that the proposed transfer will not result in a violation of any applicable law, rule or regulation, whether federal or state, including in the discretion of the Company an opinion of counsel reasonably acceptable to the Company.
(c) Inability of the Company to obtain approval from any regulatory body having jurisdictional authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any liability in respect to the nonissuance or sale of such Shares as to which such requisite authority shall not have been obtained.
(d) Unless the Shares are subject to a then effective registration statement under the Securities Act of 1933, upon exercise of this option (in whole or in part) and the issuance of the Shares, the Company shall instruct its transfer agent to enter stop transfer orders with respect to Shares, and all certificates representing the Shares shall bear on the face thereof substantially the following legend:
“The shares of common stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, offered for sale, assigned, transferred or otherwise disposed of unless registered pursuant to the provisions of that Act or an opinion of counsel to the Company is obtained stating that such disposition is in compliance with an available exemption from such registration.”

 


 

[Optionee]
[Date]
Page 3
     5. Exercise of Option. You may exercise the option only by giving the President of the Company written notice (including the number of Shares that you are intending to acquire, accompanied by the full exercise price), by personal hand delivery, by professional overnight delivery service, or by registered or certified mail, postage prepaid with return receipt requested, at the following address:
President
OrthoLogic Corp.
1275 West Washington
Phoenix, Arizona 85281
Payment of the option price shall be made either in (i) cash or by check, or (ii) at your request and with the written approval of the Company, (a) by delivering shares of the Company’s common stock which have been beneficially owned by you for a period of at least six months prior to the time of exercise (“Delivered Stock”), or (b) a combination of cash and Delivered Stock. The Company may arrange for or cooperate in permitting broker-assisted cashless exercise procedures. Payment in the form of Delivered Stock shall be in the amount of the fair market value of the stock at the date of exercise, determined pursuant to the Stock Option Plan.
     6. Valuation and Withholding. If required by applicable regulations, the Company shall, at the time of issuance of any Shares purchased pursuant to the Stock Option Plan, provide you with a statement of valuation of the Shares issued. The Company shall be entitled to withhold amounts from your compensation or otherwise to receive an amount adequate to provide for any applicable federal, state and local income taxes (or require you to remit such amount as a condition of issuance). The Company may, in its discretion, satisfy any such withholding requirement, in whole or in part, by withholding form the shares to be issued the number of shares that would satisfy the withholding amount due.
     7. Termination of Non-Qualified Stock Options. Notwithstanding anything to the contrary, this option can become exercisable, and shall not be exercisable after the earliest of (i) the tenth anniversary of the Option Date; (ii) two years after the date you cease to perform services for the Company, if such termination of services is for any reason other than death, permanent disability, retirement or cause, (iii) three years after the date you cease to perform services for the Company, if such termination of services is by reason of death, permanent disability or retirement, or (iv) the date you cease to perform services for the Company, if such termination is for cause, as determined by the Board of Directors in its sole discretion. Notwithstanding anything to the contrary in this Section 7, if you are a non-employee director of the Company and you have served as a director of the Company for at least five years at the time you cease to serve in such capacity, your options will be fully exercisable until the expiration of such options.

 


 

[Optionee]
[Date]
Page 4
     8. Miscellaneous. You will have no rights as a stockholder with respect to the Shares until the exercise of the option and payment of the full purchase price therefor in accordance with the terms of the Stock Option Plan and this Letter of Grant. Nothing herein contained shall impose any obligation on the Company or any parent or subsidiary of the Company or on you with respect to your continued employment by the Company or any parent or subsidiary of the Company. Nothing herein contained shall impose any obligation upon you to exercise this option.
     9. Governing Law. This Letter of Grant shall be subject to and construed in accordance with the law of the State of Arizona, except as may be required by the Delaware General Corporation Law or the federal securities laws. Venue for any action arising from or relating to this Agreement shall lie exclusively in Superior Court, Maricopa County, Arizona or the United States District Court for the District of Arizona, Phoenix Division.
     10. Relationship to the Stock Option Plan. The option contained in this Letter of Grant is subject to the terms, conditions and definitions of the Stock Option Plan. To the extent that the terms, conditions and definitions of this Letter of Grant are inconsistent with the terms, conditions and definitions of the Stock Option Plan, the terms, conditions and definitions of the Stock Option Plan shall govern. You hereby accept this option subject to all terms and provisions of the Stock Option Plan. You agree to accept as binding, conclusive and final all decisions or interpretations of the Board or any committee appointed by the Board upon any questions arising under the Stock Option Plan. You agree to consult your independent tax advisors with respect to the income tax consequences to you, if any, of participating in the Stock Option Plan and authorize the Company to withhold in accordance with applicable law from any compensation otherwise payable to you any taxes required to be withheld by federal, state or local law as a result of your participation in the Stock Option Plan.
     11. Communication. No notice or other communication under this Letter of Grant shall be effective unless the same is in writing and is personally hand-delivered, or is sent by professional overnight delivery service or mailed by registered or certified mail, postage prepaid and with return receipt requested, addressed to the Company at the address set forth in Section 5 above, or such other address as the Company has designated in writing to you, in accordance with the provisions hereof, or you at the address set forth at the beginning of this letter, or such other address as you have designated in writing to the Company, in accordance with the provisions hereof.

 


 

[Optionee]
[Date]
Page 5
You should execute the enclosed copy of this Letter of Grant and return it to the Company as soon as possible. The additional copy is for your records.
Very truly yours,
OrthoLogic Corp.
         
     
By:
  James M. Pusey    
 
  President and Chief Executive Officer    
         
    ACCEPTED AND AGREED TO:
 
       
JMP/bd
       
 
       
     
 
  Name:    
 
  Date:    
 
       

 

EX-10.2 3 p71750exv10w2.htm EXHIBIT 10.2 exv10w2
 

Exhibit 10.2
LETTER OF INCENTIVE OPTION GRANT
ORTHOLOGIC CORP. STOCK OPTION PLAN
January 16, 2006
Les M. Taeger
1918 E. Coconino Drive
Chandler, AZ 85249
RE: OrthoLogic Corp. 1997 Stock Option Plan
Dear Les,
In order to provide additional incentive to selected employees, OrthoLogic Corp. (the “Company”) adopted the OrthoLogic 1997 Stock Option Plan (the “Stock Option Plan”). By means of this letter (the “Letter of Grant”), the Company is offering you an incentive stock option pursuant to the Stock Option Plan. The Company’s sale of its common shares underlying the option granted to you hereby has been registered with the U.S. Securities and Exchange Commission. A copy of the prospectus supplement, including a copy of the Stock Option Plan relating to that registration is enclosed.
The option granted to you hereunder shall be subject to all of the terms and conditions of the Stock Option Plan, which you should carefully review. In addition, such option is subject to the following terms and conditions:
     1. Grant of Option. The Company hereby grants to you, pursuant to the Stock Option Plan, the option to purchase from the Company upon the terms and conditions and at the times hereinafter set forth, an aggregate of 150,000 shares of the Company’s $0.0005 par value common stock (the “Shares”) at a purchase price of $5.15 per share. The date of grant of this option is January 16, 2006 (hereinafter referred to as the “Option Date”).
This option is an incentive stock option within the meaning of the Internal Revenue Code of 1986, as amended (the code), except if required by applicable tax rules, to the extent that the aggregate fair market value (determined as of the date these options are granted) of Shares exercisable for the first time by you during any calendar year (when aggregated, if appropriate, with shares subject to other incentive stock option grants made under the Stock Option Plan and any other plan maintained by the Company or any ISO Group member as defined in the Stock Option Plan) exceeds $100,000 (or such other limit as is prescribed by the Internal Revenue Code, as amended), the option granted hereby as to such excess Shares shall be treated as a nonqualified stock option pursuant to Code Section 422(d).

 


 

Les M. Taeger
1/16/2006
Page 2
     2. Exercise Term of Option. Unless earlier terminated as described in Section 7, the option will vest and may be exercised for the purchase of Shares as described in the following schedule:
     
Total    
Number of Shares   Vesting Schedule
150,000
  3,125 shares will vest on the Option Date and on the 16th of each calendar month thereafter until the option is fully exercisable
 
   
     3. Nontransferability. This option shall not be transferable otherwise than by will or by the laws of descent and distribution, and the options shall be exercisable only by (a) you, during your lifetime (except as contemplated by the next clause); or (b) your legal representative or a person who acquired the right to exercise these options by request or inheritance, during the one-year period referred to in Section 7(iv) hereof. Any attempted transfer in violation of this restriction shall be void.
     4. Other Conditions and Limitations.
a) Any Shares issued upon exercise of this option shall not be issued unless the issuance and delivery of Shares pursuant thereto shall comply with all relevant provisions of law including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, any applicable state securities or “Blue Sky” law or laws (or an exemption from such provision is available), and the requirements of any stock exchange or national market system of a national securities association upon which the Shares may then be listed and shall be further subject to the approval of counsel for the Company with respect to such compliance.
b) No transfer of any Shares issued upon the exercise of the option will be permitted by the Company, unless any request for transfer is accompanied by evidence satisfactory to the Company that the proposed transfer will not result in a violation of any applicable law, rule or regulation, whether federal or state, including in the discretion of the Company an opinion of counsel reasonably acceptable to the Company.
c) Inability of the Company to obtain approval from any regulatory body having jurisdictional authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any liability in respect to the nonissuance or sale of such Shares as to which such requisite authority shall not have been obtained.

 


 

Les M. Taeger
1/16/2006
Page 3
d) Unless the Shares are subject to a then effective registration statement under the Securities Act of 1933, upon exercise of this option (in whole or in part) and the issuance of the Shares, the Company shall instruct its transfer agent to enter stop transfer orders with respect to Shares, and all certificates representing the Shares shall bear on the face thereof substantially the following legend:
“The shares of common stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, offered for sale, assigned, transferred or otherwise disposed of unless registered pursuant to the provisions of that Act or an opinion of counsel to the Company is obtained stating that such disposition is in compliance with an available exemption from such registration.”
     5. Exercise of Option. You may exercise the option only by giving the President of the Company written notice (including the number of Shares that you are intending to acquire, accompanied by the full exercise price), by personal hand delivery, by professional overnight delivery service, or by registered or certified mail, postage prepaid with return receipt requested, at the following address:
President
OrthoLogic Corp.
1275 West Washington
Phoenix, Arizona 85281
Payment of the option price shall be made either in (i) cash or by check, or (ii) at your request and with the written approval of the Company, (a) by delivering shares of the Company’s common stock which have been beneficially owned by you for a period of at least six months prior to the time of exercise (“Delivered Stock”) or (b) a combination of cash and Delivered Stock. Payment in the form of Delivered Stock shall be in the amount of the fair market value of the stock at the date of exercise, determined pursuant to the Stock Option Plan. As provided in the Stock Option Plan, the Company may arrange for or cooperate in permitting broker-assisted cashless exercise procedures.
     6. Valuation and Withholding. If required by applicable regulations, the Company shall, at the time of issuance of any Shares purchased pursuant to the Stock Option Plan, provide you with a statement of valuation of the Shares issued. The Company shall be entitled to withhold amounts from your compensation or otherwise to receive an amount adequate to provide for any applicable federal, state and local income taxes (or require you to remit such amount as a condition of issuance). The Company may, in its discretion, satisfy any such withholding requirement, in whole or in part, by withholding from the shares to be issued the number of shares that would satisfy the withholding amount due.

 


 

Les M. Taeger
1/16/2006
Page 4
     7. Termination of Option. Notwithstanding anything to the contrary, this option can become exercisable only while you are an employee of the Company, and shall not be exercisable after the earliest of (i) the tenth anniversary of the Option Date; (ii) three months after the date your employment with the Company terminates, if such termination is for any reason other than permanent disability, death, or cause; (iii) the date your employment terminates, if such termination is for cause, as determined by the Company in its sole discretion; or (iv) one year after the date your employment with the Company terminates, if such termination is the result of death or permanent disability.
     8. Notice of Disposition of Shares. If you dispose of any Shares acquired on the exercise of this option within either (a) two years after the Option Date or (b) one year after the date of exercise of this option, you must notify the Company within seven days of such disposition.
     9. Miscellaneous. You will have no rights as a stockholder with respect to the Shares until the exercise of the option and payment of the full purchase price therefor in accordance with the terms of the Stock Option Plan and this Letter of Grant. Nothing herein contained shall impose any obligation on the Company or any parent or subsidiary of the Company or on you with respect to your continued employment by the Company or any parent or subsidiary of the Company. Nothing herein contained shall impose any obligation upon you to exercise this option. While the option granted hereunder is intended to qualify as an incentive stock option under Code Section 422A, the Company cannot assure you that such option will, in fact, qualify as incentive stock options, and makes no representation as to the tax treatment to you upon receipt or exercise of the option or sale or other disposition of the Shares covered by the option.
     10. Governing Law. This Letter of Grant shall be subject to and construed in accordance with the law of the State of Arizona, except as may be required by the Delaware General Corporation Law or the federal securities laws. Venue for any action arising from or relating to this Agreement shall lie exclusively in Superior Court, Maricopa County, Arizona or the United States District Court for the District of Arizona, Phoenix Division.
     11. Relationship to the Stock Option Plan. The option contained in this Letter of Grant is subject to the terms, conditions and definitions of the Stock Option Plan. To the extent that the terms, conditions and definitions of this Letter of Grant are inconsistent with the terms, conditions and definitions of the Stock Option Plan, the terms, conditions and definitions of the Stock Option Plan shall govern. You hereby accept this option subject to all terms and provisions of the Stock Option Plan. You agree to accept as binding, conclusive and final all decisions or interpretations of the Board or any committee appointed by the Board upon any questions arising under the Stock Option Plan. You agree to consult your independent tax advisors with respect to the income tax consequences to you, if any, of participating in the Stock Option Plan and authorize the Company to withhold in accordance with applicable law from any compensation otherwise payable to you any taxes required to be withheld by federal, state or local law as a result of your participation in the Stock Option Plan.

 


 

Les M. Taeger
1/16/2006
Page 5
     12. Communication. No notice or other communication under this Letter of Grant shall be effective unless the same is in writing and is personally hand-delivered, or is sent by professional overnight delivery service or mailed by registered or certified mail, postage prepaid and with return receipt requested, addressed to:
  a)   the Company at the address set forth in Section 5 above, or such other address as the Company has designated in writing to you, in accordance with the provisions hereof, or
 
  b)   you at the address set forth at the beginning of this letter, or such other address as you have designated in writing to the Company, in accordance with the provisions hereof.
You should execute the enclosed copy of this Letter of Grant and return it to the Company as soon as possible. The additional copy is for your records.
Very truly yours,
OrthoLogic Corp.
         
/s/ James M. Pusey    
     
By:
  James M. Pusey    
 
  President and Chief Executive Officer    
 
       
JMP/bd
       
         
    ACCEPTED AND AGREED TO:
 
       
    /s/ Les M. Taeger
     
    Les M. Taeger
Optionee
 
       
 
  Date:   1/16/06
 
       

 

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