STOCK OPTION AGREEMENT March 5, 2007
March
5, 2007
“Optionee”
Address
City,
State
|
Re:
|
GEO
Holdings Corp. (the “Company”)
|
|
Grant
of Stock
Option
|
Dear
___________:
The
Company is pleased to advise you that its Board of Directors has granted
to you
a stock option (an “Option”),
as
provided below, under the GEO Holdings Corp. 2004 Stock Option Plan (the
“Plan”),
a
copy of which is attached hereto and incorporated herein by reference. The
Option is not intended to be an “incentive stock option” within the meaning of
Section 422 of the Code. The Option has been granted, and the Option Shares
will
be issued, pursuant to a “compensatory benefit plan” within the meaning of such
term under Rule 701 of the Securities Act of 1933, as amended.
1. Definitions.
For the
purposes of this Agreement, the following terms shall have the meanings set
forth below:
“Affiliate”
shall
mean, as to any specified Person, (i) any shareholder, equity owner, officer,
or
director of such Person and their family members or (ii) any other Person
which,
directly or indirectly or indirectly, controls, is controlled by, employed
by or
is under common control with, any of the foregoing. For the purposes of this
definition, “control”
means
the possession of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise.
“Board”
shall
mean the Board of Directors of the Company.
“Cause”
shall
have the meaning given to such term in the Plan.
“CHS”
shall
mean Code ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ IV LP, a Delaware limited
partnership.
“Code”
shall
mean the Internal Revenue Code of 1986, as amended, and any successor
statute.
“Committee”
shall
mean the Compensation Committee, or such other committee of the Board which
may
be designated by the Board to administer the Plan. The Committee shall be
composed of two or more directors as appointed from time to time to serve
by the
Board.
“Common
Stock”
shall
mean the Company’s Common Stock, par value $.01 per share, or, in the event that
the outstanding Common Stock is hereafter changed into or exchanged for
different stock or securities of the Company, such other stock or
securities.
“Company”
shall
mean GEO Holdings Corp., a Delaware corporation, and (except to the extent
the
context requires otherwise) any subsidiary corporation of GEO Holdings Corp.
as
such term is defined in Section 424(f) of the Code.
“Date
of Termination”
shall
have the meaning given to such term in the Plan.
“Disability”
shall
have the meaning given to such term the Plan.
“Employment
Agreement”
shall
mean the Employment Agreement, if any, by and between you and the
Company.
“Fair
Market Value”
of
each
Option Share shall mean the average of the closing prices of the sales of
the
Company’s Common Stock on all securities exchanges on which the Company Common
Stock may at the time be listed, or, if there have been no sales on any such
exchange on any day, the average of the highest bid and lowest asked prices
on
all such exchanges at the end of such day, or, if on any day the Company
Common
Stock is not so listed, the average of the representative bid and asked prices
quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any
day
the Company Common Stock is not quoted in the NASDAQ System, the average
of the
highest bid and lowest asked prices on such day in the domestic over-the-counter
market as reported by the National Quotation Bureau Incorporated, or any
similar
successor organization, in each such case averaged over a period of 21 days
consisting of the day as of which the Fair Market Value is being determined
and
the 20 consecutive business days prior to such day. If at any time the Company
Common Stock is not listed on any securities exchange or quoted in the NASDAQ
System or the over-the-counter market, the Fair Market Value shall be determined
in good faith by the Board; provided that, if a holder of Option Shares
disagrees with such determination in connection with the exercise of the
Repurchase Option, such holder may request that the Company retain a valuation
expert to determine Fair Market Value (a “Valuation”);
provided further that if a Valuation has previously been requested pursuant
to
any other option agreement of the Company, the Company shall not be obligated
to
conduct a Valuation, but instead shall determine Fair Market Value in good
faith
using methodology consistent with that used by the valuation expert in
connection with the prior Valuation.
“Family
Group”
shall
have the meaning given to such term the Plan.
“Good
Reason”
(A)
has
the meaning given to such term under your Employment Agreement or (B) if
and
only if no such definition within such Employment Agreement is in effect
on the
date of determination, means, in connection with a voluntary termination
by you,
that without your written consent, (i) a material diminution of your title,
authority, status or responsibilities or (ii) a material breach by the Company
of your Employment Agreement; provided, however, that the Company shall have
the
opportunity to cure the reasons contained in clauses (i) or (ii) for thirty
(30)
days following receipt by the Company of a notice of termination from you
detailing the alleged Good Reason.
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“Option
Shares”
shall
mean (i) all shares of Common Stock issued or issuable upon the exercise
of the
Option and (ii) all shares of Common Stock issued with respect to the Common
Stock referred to in clause
(i)
above by
way of stock dividend or stock split or in connection with any conversion,
merger, consolidation or recapitalization or other reorganization affecting
the
Common Stock. Option Shares shall continue to be Option Shares in the hands
of
any holder other than you (except for the Company or CHS), and each such
transferee thereof shall automatically succeed to the rights and obligations
of
a holder of Option Shares hereunder.
“Person”
shall
have the meaning given to such term the Plan.
“Public
Offering”
shall
mean the sale, in an underwritten public offering registered under the
Securities Act, of shares of the Company’s Common Stock.
“Public
Sale”
means
any sale pursuant to a registered public offering under the Securities Act
or
any sale to the public pursuant to Rule 144 or Rule 144A promulgated under
the Securities Act effected through a broker, dealer or market maker at a
time
when the Company is a reporting company under the Securities Exchange Act
of
1934 and has filed all reports required thereunder.
“Qualified
Public Offering”
shall
mean a sale of equity securities of the Company in an underwritten (firm
commitment) public offering registered under the Securities Act, with gross
proceeds of not less than $50,000,000, and resulting in the listing of such
of
the Corporation’s equity securities on a nationally recognized stock exchange,
including without limitation, The Nasdaq Stock Market National Market
System.
“Registration
Agreement”
shall
mean that certain Registration Agreement, dated as of May 18, 2004, by and
among
the Company and certain investors, as amended from time to time.
“Sale
of the Company”
shall
have the meaning given to such term the Plan.
“Securities
Act”
shall
mean the Securities Act of 1933, as amended, and any successor
statute.
“Stockholders
Agreement”
shall
mean that certain Stockholders Agreement, dated as of May 18, 2004, by and
among
the Company and certain investors, as amended from time to time.
2. Option.
(a) Terms.
Your
Option is for the purchase of up to ____ shares of Common Stock (the
“Option
Shares”)
at a
price per share of $21.91 (the “Exercise
Price”),
payable upon exercise as set forth in Section
2(b)
below.
Your Option shall expire at the close of business on March 4th,
20171
10 years from issuance.
(the
“Expiration
Date”),
subject to earlier expiration upon termination of your employment as provided
in
Section
4(b)
below.
3
(b) Payment
of Option Price.
Subject
to Section
3
below,
your Option may be exercised in whole or in part upon payment of an amount
(the
“Option
Price”)
equal
to the product of (i) the Exercise Price multiplied by (ii) the number of
Option
Shares to be acquired. Payment shall be made in cash (including check, bank
draft or money order).
3. Vesting.
Your
option is fully vested upon issuance.
4. Expiration
of Option.
(a) Normal
Expiration.
In no
event shall any part of your Option be exercisable after the Expiration Date
set
forth in Section
2(a)
above.
(b) Early
Expiration Upon Termination of Employment.
Subject
in all cases to Section
4(a)
above,
your Option shall expire and be forfeited on your Date of Termination, provided
that (i) if you die or become subject to any Disability, your Option shall
expire and be forfeited six months from the date of your death or Disability
and
(ii) if your employment terminates for any other reason (other than by a
termination for Cause), your Option shall expire and be forfeited 90 days
after
your Date of Termination.
(c) Early
Expiration Upon Sale of the Company.
Any
portion of your Option which has not been exercised prior to or in connection
with the Sale of the Company shall expire and be forfeited upon the consummation
of the Sale of the Company, unless otherwise determined by the Committee
or the
Board.
5. Procedure
for Exercise.
You may
exercise all or any portion of your Option, to the extent it is outstanding,
at
any time and from time to time prior to its expiration, by delivering written
notice to the Company (to the attention of the Company’s Secretary) and your
written acknowledgement that you have read and have been afforded an opportunity
to ask questions of management of the Company regarding all financial and
other
information provided to you regarding the Company, together with payment
of the
Option Price in accordance with the provisions of Section
2(b)
above.
As a condition to any exercise of your Option, you shall (i) permit the Company
to deliver to you all financial and other information regarding the Company
it
believes necessary to enable you to make an informed investment decision;
(ii)
make all customary investment representations which the Company requires;
(iii)
if at the time of exercise you are not already a party to the Stockholders
Agreement and/or the Registration Agreement, sign (x) the Joinder attached
hereto as Exhibit
A
and
thereby agree to be bound by the Stockholders Agreement and (y) the Joinder
attached hereto as Exhibit
B
and
thereby agree to be bound by the Registration Agreement; and (iv), if required
by the Company, sign and agree to become bound by any other agreement(s)
to
which all or substantially all of the Company’s stockholders are
party.
4
6. Securities
Laws Restrictions and Other Restrictions on Transfer of Option
Shares.
You
represent and warrant that when you exercise your Option you shall be purchasing
Option Shares for your own account and not on behalf of others. You understand
and acknowledge that federal and state securities laws govern and restrict
your
right to offer, sell or otherwise dispose of any Option Shares unless your
offer, sale or other disposition thereof is registered or qualified under
the
Securities Act and state securities laws, or in the opinion of the Company’s
counsel, such offer, sale or other disposition is exempt from registration
or
qualification thereunder. You agree that you shall not offer, sell or otherwise
dispose of any Option Shares in any manner which would: (i) require the Company
to file any registration statement with the Securities and Exchange Commission
(or any similar filing under state law) or to amend or supplement any such
filing or (ii) violate or cause the Company to violate the Securities Act,
the
rules and regulations promulgated thereunder or any other state or federal
law.
You further understand that the certificates for any Option Shares you purchase
shall bear such legends as the Company deems necessary or desirable in
connection with the Securities Act or other rules, regulations or laws.
7. Non-Transferability
of Option.
Your
Option is personal to you and is not transferable by you other than by will
or
the laws of descent and distribution. During your lifetime only you (or your
guardian or legal representative) may exercise your Option. Subject to
Section
4,
in the
event of your death, your Option may be exercised only (i) by the executor
or
administrator of your estate or the Person or Persons to whom your rights
under
the Option shall pass by will or the laws of descent and distribution and
(ii)
to the extent at the date of your death that you were entitled to exercise
your
Option hereunder. The restrictions set forth in this Section
7
and
elsewhere in this Agreement shall survive any such transfer of your Option
and
shall be binding upon any such transferee.
8. Conformity
with Plan.
Your
Option is intended to conform in all respects with, and is subject to all
applicable provisions of, the Plan (which is incorporated herein by reference).
Inconsistencies between this Agreement and the Plan shall be resolved in
accordance with the terms of the Plan. By executing and returning the enclosed
copy of this Agreement, you acknowledge your receipt of this Agreement and
the
Plan and agree to be bound by all of the terms of this Agreement and the
Plan.
9. Rights
of Participants.
Nothing
in this Agreement shall interfere with or limit in any way the right of the
Company to terminate your employment at any time (with or without Cause),
nor
confer upon you any right to continue in the employ of the Company for any
period of time or to continue your present (or any other) rate of compensation,
and in the event of your termination of employment (including, but not limited
to, termination by the Company without Cause) any portion of your Option
that
was or was not previously vested and exercisable shall expire and be forfeited,
except as expressly provided in Section
4(b).
Nothing
in this Agreement shall confer upon you any right to be selected again as
a Plan
participant, and nothing in the Plan or this Agreement shall provide for
any
adjustment to the number of Option Shares subject to your Option upon the
occurrence of subsequent events except as provided in Section
11
below.
5
10. Withholding
of Taxes.
The
Company shall be entitled, if necessary or desirable, to withhold from you
from
any amounts due and payable by the Company to you (or secure payment from
you in
lieu of withholding) the amount of any withholding or other tax due from
the
Company with respect to any Option Shares issuable upon exercise of your
Option,
and the Company may defer such issuance unless indemnified by you to its
satisfaction.
11. Adjustments.
In the
event of a reorganization, recapitalization, stock dividend or stock split,
or
combination or other change in the shares of the Common Stock (an “Adjustment
Transaction”),
the
Board or the Committee may, in order to prevent the dilution or enlargement
of
rights under your Option, make proportional adjustments in the number and
type
of shares covered by your Option and the exercise price specified herein,
so (i)
that your Option (or any replacement thereof) represents the right to purchase
the shares of stock, securities or other property (including cash) as may
be
issuable or payable as a result of such Adjustment Transaction with respect
to
or in exchange for the number of shares of Common Stock purchasable and
receivable upon exercise of your Option had such exercise occurred in full
immediately prior to such Adjustment Transaction, and (ii) the aggregate
exercise price of your Option remains unchanged, unless, in each case, if
the
Committee determines that such adjustment to your Option could reasonably
be
expected to cause your Option to be treated as providing for the deferral
of
compensation pursuant to Code §409A (or under Notice 2005-1, as amended or
supplemented from time to time, or Treasury Regulations or other IRS guidance
issued under Code §409A). The issuance by the Company of shares of stock of any
class, or options or securities exercisable or convertible into shares of
stock
of any class, for cash or property, or for labor or services either upon
direct
sale, or upon the exercise of rights or warrants to subscribe therefor, or
upon
exercise or conversion of other securities, shall not affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock then subject to your Option.
12. Repurchase
Option.
(a) Repurchase
Option.
In the
event you cease to be employed by the Company and its Subsidiaries (the
“Company
Group”)
for
any reason, your Option Shares (whether held by you or one or more of your
transferees) shall be subject to repurchase by the Company and CHS (or any
of
its Affiliates) pursuant to the terms and conditions set forth in this
Section
12
(the
“Repurchase
Option”).
(b) Repurchase
Price.
(i) If
your
employment is terminated (A) by the Company without Cause, (B) by you for
Good
Reason, (C) due to your death or Disability or, (D) after the third anniversary
hereof, by you without Good Reason, the purchase price for each Option Share
shall equal the Fair Market Value (measured at the Repurchase Date (as defined
below)) for such share.
(ii) If
your
employment is terminated (A) on or before the third anniversary hereof by
you
without Good Reason or (B) at any time by the Company for Cause, then the
purchase price for each Option Share shall equal the lower of (x) the original
cost of such Option Share or (y) Fair Market Value (measured at the Repurchase
Date (as defined below)).
6
(c) Repurchase
Procedure.
(i) In
connection with any exercise of the Repurchase Option, the Board may elect
to
purchase all or any portion of your Option Shares by delivering written notice
(the “Repurchase
Notice”)
to you
or any other holders of Option Shares within seven months after the Date
of
Termination. The Repurchase Notice shall set forth the number of Option Shares
to be acquired from you and such other holder(s), the aggregate consideration
to
be paid for such shares and the time and place for the closing of the
transaction.
(ii) If
for
any reason the Company does not elect to purchase all of the Option Shares
pursuant to the Repurchase Option, CHS shall be entitled to exercise the
Repurchase Option for the Option Shares the Company has not elected to purchase
(the “Available
Shares”).
As
soon as practicable after the Company has determined that there will be
Available Shares, but in any event prior to the 20th
day
before the expiration of the seven-month period described in clause (i) above,
the Company shall give written notice (the “Option
Notice”)
to CHS
setting forth the number of Available Shares and the purchase price for the
Available Shares. CHS may elect to purchase any or all of the Available Shares
by giving written notice to the Company within 30 days after the Option Notice
has been given by the Company setting forth the number of shares CHS shall
purchase, the aggregate purchase price and the time and place of the closing
of
the transaction (the “CHS
Option Notice”).
(iii) The
closing of the purchase of the Option Shares pursuant to the Repurchase Option
shall take place on the date designated in the Repurchase Notice or CHS Option
Notice, which date shall not be more than 30 days nor less than five days
after
the delivery of the later of either such notice to be delivered. Notwithstanding
the date upon which the closing occurs, the date upon which the repurchase
shall
be effective (the “Repurchase
Date”)
shall
be the Date of Termination. The Company and/or CHS shall pay for the Option
Shares to be purchased pursuant to the Repurchase Option by delivery of a
check
or wire transfer of funds; provided
that if
a cash payment would violate any loan agreement with a lender of the Company
Group, then such payment will be paid in a manner that does not violate the
loan
agreement if the following would not violate the loan agreement, including
by a
subordinated promissory note bearing interest at a rate per annum equal to
the
“prime rate” plus two (2) percentage points as listed in The Wall Street Journal
in its “Money Rates” section on the Date of Termination and payable in equal
monthly installments over a five (5) year period. If any restrictions in
any
loan agreement with a lender of the Company Group prohibit (i) the repurchase
of
Option Shares hereunder which the Company is otherwise entitled or required
to
make or (ii) dividends or other transfers of funds from one or more subsidiaries
to the Company to enable such repurchases, then the Company may make such
repurchases as soon as it is permitted to make repurchases or receive funds
from
subsidiaries under such restrictions. The purchasers of Option Shares hereunder
shall be entitled to receive customary representations and warranties from
the
sellers regarding such sale of shares (including representations and warranties
regarding good title to such shares, free and clear of any liens or
encumbrances) and to require all sellers’ signatures be guaranteed by a national
bank or reputable securities broker.
7
(d) Termination.
The
right of the Company and CHS to repurchase Option Shares pursuant to this
Section
12
shall
terminate upon the first to occur of the Sale of the Company or a Qualified
Public Offering.
13. Restrictions
on Transfer.
Neither
you nor any of your transferees shall sell, transfer, assign, pledge or
otherwise dispose of (whether with or without consideration and whether
voluntarily or involuntarily or by operation of law) (a “Transfer”)
any
interest in any Option Shares without the prior written consent of the Company;
except, you shall be entitled to Transfer Option Shares pursuant to the terms
and conditions of Section
12
and
Section
15
of this
Agreement and pursuant to the terms and conditions of Sections 2(c), 2(d)
or 4
of the Stockholders Agreement. The restrictions set forth in this Section
13
will
continue with respect to each Option Share until the earliest of (i) the
date on which such Option Share has been transferred in a Public Sale (subject
to Section
15),
(ii) the consummation of a Qualified Public Offering, or (iii) the
consummation of a Sale of the Company.
14. Additional
Restrictions on Transfer.
(a) Legend.
The
certificates representing the Option Shares shall bear the following
legend:
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON
___________________, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933,
AS AMENDED (THE “ACT”),
AND
MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER
AGREEMENTS SET FORTH IN A STOCK OPTION AGREEMENT BETWEEN THE COMPANY AND
_______________ DATED AS OF ________________, AS AMENDED AND MODIFIED FROM
TIME
TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT
THE
COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”
(b) Opinion
of Counsel.
No
holder of Option Shares may sell, transfer or dispose of any Option Shares
(except pursuant to an effective registration statement under the Securities
Act) without first delivering to the Company an opinion of counsel (reasonably
acceptable in form and substance to the Company) that neither registration
nor
qualification under the Securities Act and applicable state securities laws
is
required in connection with such transfer.
8
15. Open
Market Transactions.
If the
Board, CHS and the holders of a majority of the outstanding shares of Common
Stock approve an initial public offering of Common Stock (the “Initial Public
Offering”) pursuant to an effective registration statement under the Securities
Act, no holder of Option Shares shall sell any Option Shares in Public Sales;
provided
that,
notwithstanding anything to the contrary herein, if CHS or its Affiliates
(the
“CHS
Group”)
sells
any shares of Common Stock it or they then hold (the “CHS
Shares”)
in a
Public Sale, you may also sell Option Shares held by you in Public Sales
in a
percentage equal to or less than the percentage of CHS Shares so sold by
the CHS
Group.
16. Remedies.
The
parties hereto (and CHS as a third-party beneficiary) shall be entitled to
enforce their rights under this Agreement specifically, to recover damages
by
reason of any breach of any provision of this Agreement and to exercise all
other rights existing in their favor. The parties hereto acknowledge and
agree
that money damages would not be an adequate remedy for any breach of the
provisions of this Agreement and that any party hereto (and CHS as a third-party
beneficiary) may, in its sole discretion, apply to any court of law or equity
of
competent jurisdiction for specific performance and/or injunctive relief
(without posting bond or other security) in order to enforce or prevent any
violation of the provisions of this Agreement.
17. Amendment.
Except
as otherwise provided herein, any provision of this Agreement may be amended
or
waived only with the prior written consent of you and the Company; provided
that
no provision of Section
12,
13,
14,
15,
16
or of
this Section
17
may be
amended or waived without the prior written consent of CHS. Notwithstanding
any
other provisions of the Plan or your Option, and in addition to the powers
of
amendment and modification set forth in the Plan and herein, the provisions
of
the Plan and the provisions of your Option may be amended unilaterally by
the
Committee from time to time (but it shall have no obligation to do so) to
the
extent reasonably determined by the Committee to be necessary (and only to
the
extent reasonably determined by the Committee to be necessary) to prevent
the
implementation, application or existence (as the case may be) of any such
provision from causing your Option to be treated as providing for the deferral
of compensation pursuant to Code §409A (or under Notice 2005-1, as amended or
supplemented from time to time, or Treasury Regulations or other IRS guidance
issued under Code §409A).
18. Successors
and Assigns.
Except
as otherwise expressly provided herein, all covenants and agreements contained
in this Agreement by or on behalf of any of the parties hereto shall bind
and
inure to the benefit of the respective successors and permitted assigns of
the
parties hereto whether so expressed or not.
19. Section
§409A Matters.
If a
tax is imposed on you due to the application of Code §409A to your Option, the
Company shall, at your written request, at the time such tax becomes due
and
payable, make a loan (each such loan, a “Loan”)
to you
in an amount equal to such tax that is imposed. Each such Loan will bear
simple
interest at a rate equal to the Applicable Federal Rate applicable to loans
of
such nature (as reasonably determined by the Committee) on the principal
amount
outstanding under such loan beginning on the date such Loan is made and
continuing until the principal amount of such Loan and all interest thereon
is
repaid in full. The principal and all accrued and unpaid interest on such
Loan
shall be due and payable to the Company at the time you exercise your Option.
The Company may cause any of its Subsidiaries to make any such Loan on the
terms
and conditions set forth in this section. You hereby agree and acknowledge
that
neither the Company nor any of its Affiliates makes any representations with
respect to the application of Code §409A to your Option and, by the acceptance
of your Option, you agree to accept the potential application of Code §409A to
the Options and the other tax consequences of the issuance, vesting, ownership,
modification, adjustment, exercise and disposition of your Option.
9
20. Severability.
Whenever possible, each provision of this Agreement shall be interpreted
in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable
law,
such provision shall be ineffective only to the extent of such prohibition
or
invalidity, without invalidating the remainder of this Agreement.
21. Counterparts.
This
Agreement may be executed simultaneously in two or more counterparts, which
may
be delivered by facsimile or comparable electronic transmission, each of
which
shall constitute an original, but all of which taken together shall constitute
one and the same Agreement.
22. Descriptive
Headings.
The
descriptive headings of this Agreement are inserted for convenience only
and do
not constitute a part of this Agreement.
23. Governing
Law.
All
questions concerning the construction, validity and interpretation of this
Agreement shall be governed by the internal law, and not the law of conflicts,
of Delaware.
24. Notices.
All
notices, demands or other communications to be given or delivered under or
by
reason of the provisions of this Agreement shall be in writing and shall
be
deemed to have been given when delivered personally, mailed by certified
or
registered mail, return receipt requested and postage prepaid or mailed by
reputable overnight courier service, to the recipient. Such notices, demands
and
other communications shall be sent to you and to the Company and CHS at the
addresses indicated below:
If
to the
Optionee:
“Optionee”
Address
City,
State
If
to the
Company:
GEO
Holdings Corp.
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▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention:
President
10
with
copies to:
Code
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLC
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▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
Attention:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ &
▇▇▇▇▇ LLP
▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
Attention:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, P.C.
If
to
CHS:
Code
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLC
▇▇
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
Attention:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇
with
copies to:
▇▇▇▇▇▇▇▇ &
▇▇▇▇▇ LLP
▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
Attention:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, P.C.
or
to
such other address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party.
25. Third-Party
Beneficiary.
The
Company and you acknowledge that CHS is a third-party beneficiary under this
Agreement.
26. Entire
Agreement.
This
Agreement constitutes the entire understanding between you and the Company
with
respect to the subject matter hereof, and supersedes all other agreements,
whether written or oral, with respect to the acquisition by you of Common
Stock
of the Company, except for any other written agreements duly executed by
the
Company to which you are a party.
*
* * *
*
11
Please
execute the extra copy of this Agreement in the space below and return it
to the
Company’s Secretary at its executive offices to confirm your understanding and
acceptance of the agreements contained in this Agreement.
Very
truly yours,
GEO
HOLDINGS CORP.
By:
Name: ▇▇▇▇▇
▇.
▇▇▇▇▇▇
Title: President
& CEO
|
Enclosures:
|
(1)
|
Extra
copy of this Agreement
|
|
(2)
|
Copy
of the Plan
|
The
undersigned hereby acknowledges having read this Agreement and the Plan and
hereby agrees to be bound by all provisions set forth herein and in the Plan.
|
Dated
as of
|
OPTIONEE
Name:
|
12
CONSENT
The
undersigned spouse of “Optionee” hereby acknowledges that I have read the
foregoing Stock Option Agreement and that I understand its contents. I am
aware
that the Agreement provides for the repurchase of my spouse’s shares of Common
Stock under certain circumstances and imposes other restrictions on the transfer
of such Common Stock. I agree that my spouse’s interest in the Common Stock is
subject to this Agreement and any interest I may have in such Common Stock
shall
be irrevocably bound by this Agreement and further that my community property
interest, if any, shall be similarly bound by this Agreement.
I
am
aware that the legal, financial and other matters contained in this Agreement
are complex and I am free to seek advice with respect thereto from independent
counsel. I have either sought such advice or determined after carefully
reviewing this Agreement that I will waive such right.
______________________________
«Spouse»
______________________________
Witness
13
Exhibit
A
STOCKHOLDERS
AGREEMENT
Joinder
The
undersigned is executing and delivering this Joinder pursuant to the
Stockholders Agreement dated as of May 18, 2004 (as amended from time to
time,
the “Stockholders
Agreement”),
among
GEO Holdings Corp., a Delaware corporation (the “Company”)
and
the other person named as parties therein.
By
executing and delivering this Joinder to the Company, the undersigned hereby
agrees to become a party to, to be bound by, and to comply with the provisions
of the Stockholders Agreement as a holder of Stockholder Shares in the same
manner as if the undersigned were an original signatory to the Stockholders
Agreement, and the undersigned’s _______
shares
of Common Stock shall be included as Stockholder Shares under the Stockholders
Agreement. Any notice required to be given to the undersigned pursuant to
Section 11(g) of the Stockholders Agreement shall be sent to the address
set
forth below.
Accordingly,
the undersigned has executed and delivered this Joinder as of the ___ day
of
____________, ______.
__________________________________________
Signature
of Stockholder
__________________________________________
Print
Name of Stockholder
Address:
__________________________________________
__________________________________________
__________________________________________
Exhibit
B
REGISTRATION
AGREEMENT
Joinder
The
undersigned is executing and delivering this Joinder pursuant to the
Registration Agreement dated as of May 18, 2004 (as amended from time to
time,
the “Registration
Agreement”),
among
GEO Holdings Corp., a Delaware corporation (the “Company”),
and
the other persons named as parties therein.
By
executing and delivering this Joinder to the Company, the undersigned hereby
agrees to become a party to, to be bound by, and to comply with the provisions
of the Registration Agreement as a holder of Other Registrable Securities
in the
same manner as if the undersigned were an original signatory to the Registration
Agreement, and the undersigned’s ______ shares of Common Stock shall be included
as Other Registrable Securities under the Registration Agreement.
Accordingly,
the undersigned has executed and delivered this Joinder as of the ___ day
of
_________, _____.
__________________________________________
Signature
of Stockholder
__________________________________________
Print
Name of Stockholder