EXHIBIT 99.4
COMPENSATION AGREEMENT
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Agreement dated as of the ____day of ___________,_____ by and between
________________("Optionee") and ▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation (the
"Corporation").
W I T N E S S E T H
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WHEREAS, Optionee is to provide services to the Corporation, and the
Corporation wishes to provide an equity incentive to Optionee to provide such
services.
NOW, THEREFORE, in consideration of the above premises, the parties
hereto agree as follows:
1. On __________,___________ Optionee was granted an option to acquire
____________ shares of the Corporation's Common Stock (the "Option") under the
terms and conditions set forth in the Option Certificate, attached hereto as
Exhibit A.
2. Corporation and Optionee acknowledge and agree that the Option is
granted as compensation for services and not for any capital-raising purposes or
in connection with any capital-raising activities.
3. This agreement is intended to constitute a written compensation
contract within the meaning of Rule 701 of the Securities Act of 1933, as
amended.
4. Nothing herein or in the Option Certificate shall confer upon
Optionee any right to continue in the Corporation's employ or service for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation or Optionee, which rights are hereby expressly
reserved by each party, to terminate Optionee's service at any time for any
reason, with or without cause.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first above written.
OPTIONEE: ▇▇▇▇▇▇.▇▇▇, INC.
__________________________ By: __________________________
Title:________________________