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EXHIBIT 4.9
HQ HOLDINGS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
Employee/Optionee:
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Number of shares of
Common Stock subject
to this Agreement:
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Pursuant to the HQ Holdings, Inc. 2000 Stock Option and Restricted Stock
Plan (the "Plan"), a Committee (the "Committee") of the Board of Directors of HQ
Holdings, Inc. (the "Company") has granted to you on this date an option (the
"Option") to purchase the number of shares of the Company's Common Stock, $.01
par value ("Common Stock"), set forth above. Such shares (as the same may be
adjusted as described in Section 9 below) are herein referred to as the "Option
Shares". The Option shall constitute and be treated at all times by you and the
Company as a "non-qualified stock option" for Federal income tax purposes and
shall not constitute and shall not be treated as an "incentive stock option" as
defined under Section 422(b) of the Internal Revenue Code of 1986, as amended
(the "Code"). The terms and conditions of the Option are set out below.
[It is expressly understood and agreed that the Option being granted to you
pursuant to this Agreement is being granted to replace those options previously
granted to you ("Prior Options") under the [target company] Plan ("Prior Plan").
It is further understood and acknowledged by you that all Prior Options have
been terminated, and the Prior Plan has been terminated, and that the Prior
Options and Prior Plan are void and of no effect.]
1. DATE OF GRANT. The Option is granted to you as of ____________________.
2. TERMINATION OF OPTION. Except as provided below, your right to exercise
the Option (and to purchase the Option Shares) shall expire and terminate in all
events on the earliest of (i) ten (10) years from the date of grant, or (ii) the
date provided in Section 7 below in the event you cease to be employed by or
provide services to the Company or any subsidiary, affiliate, or parent thereof.
However, notwithstanding anything to the contrary above, if you are employed by
or providing services to the Company or any subsidiary or affiliate thereof
immediately before a Change in Control (as defined in the Plan), you may
exercise this Option until the later of (a) the date specified in Section 7
below or (b) the first anniversary of such Change in Control, but in no event
longer than ten (10) years from the original date of grant.
3. OPTION PRICE. The purchase price to be paid upon the exercise of the
Option is $________ per share (subject to adjustment as provided in Section 9
hereof), which is equal to the Fair Market Value of a share of Common Stock on
the date of grant.
4. VESTING. (a) Except as provided below in the case of a Change in
Control, on the first anniversary of the Date of Grant, the Option shall become
exercisable to purchase ("vest with respect to") that number of Option Shares
(rounded to the nearest whole share) equal to the total number of Option Shares
multiplied by twenty-
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five percent (25%), and will vest with respect to an additional twenty-five
percent (25%) of the total number of Option Shares (rounded to the nearest whole
share) on each subsequent anniversary date thereafter, such that 100% of the
Option Shares will vest in four (4) years. Notwithstanding anything to the
contrary above, the Option shall vest immediately and in full upon any Change in
Control.
[(b) Notwithstanding anything to the contrary in Section 4(a) above, the
Option shall be immediately exercisable in full as of the date of grant, but,
once exercised, the underlying Common Stock issued thereunder shall nevertheless
remain subject to the vesting schedule specified in Section 4(a). In such case,
the Option, upon exercise, shall become an Award of restricted stock governed by
the terms of Section 7 of the underlying Plan. However, if you later forfeit
such stock, the Company shall refund to you the corresponding Option exercise
price you previously paid therefor.] [Upon the subsequent vesting of such
restricted stock Award, if the Common Stock is not then publicly traded on a
national securities exchange or over-the-counter market, the Company shall loan
you the amount needed to pay the federal income tax withholding thereon. Such
loan shall be fully recourse, secured by such Common Stock, shall bear interest
at the applicable federal rate, and shall have a term of three (3) years, or, if
less, until 180 days after the initial firm commitment underwritten public
offering of the Common Stock pursuant to a registration statement on Form S-1 or
S-2 promulgated under the Securities Act of 1933, as amended.]
5. EXERCISE OF OPTION. (a) To exercise the Option, you must deliver a
completed copy of the attached Option Exercise Form to the address indicated on
the Form, specifying the number of Option Shares being purchased as a result of
such exercise, together with payment of the full option price for the Option
Shares being purchased and the applicable income tax withholding obligation.
Unless otherwise agreed to by the Committee, payment of the option price and tax
withholding obligation must be made in cash or by cashier's check; provided,
however, that with prior approval of the Committee, and subject to applicable
laws and regulations, payment of such option price and/or tax withholding may
instead be made, in whole or in part, by (A) the delivery to the Company of a
promissory note in a form and amount satisfactory to the Committee, provided
that the principal amount of such note shall not exceed the excess of such
aggregate option price and tax withholding obligation over the aggregate par
value of the purchased Option Shares; (B) to the extent not in violation of any
instrument or agreement to which the Company is a party, by delivery of shares
of Common Stock (not subject to any security interest or pledge) valued at Fair
Market Value at time of exercise, not to exceed the aggregate exercise price and
minimum tax withholding obligation; (C) by one or more forms of "cashless
exercise" of the Option, including, without limitation, withholding Option
Shares from the Option Shares to be otherwise issued that number of Option
Shares needed to pay the exercise price and/or minimum tax withholding; or (D) a
combination of one or more of the foregoing, or in any other form of payment
acceptable to the Committee. The Committee reserves the right to require that
any shares of Common Stock delivered by the Optionee in full or partial payment
of the exercise price and/or tax withholding to be limited to those shares
already owned by the Optionee for at least six (6) months.
(b) Notwithstanding anything to the contrary in this Agreement, no shares
of stock purchased upon exercise of the Option, and no certificate representing
such shares, shall be issued or delivered if (1) such shares have not been
admitted to listing upon official notice of issuance on each stock exchange upon
which shares of that class are then listed, or (2) in the opinion of counsel to
the Company, such issuance or
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delivery would (i) cause the Company to be in violation of or to incur liability
under any federal, state or other securities law, or any requirement of any
stock exchange listing agreement to which the Company is a party, or any other
requirement of law or of any administrative or regulatory body having
jurisdiction over the Company, or (ii) require registration (apart from such
registrations as have been theretofore completed by the Company covering such
shares) under any federal, state or other securities or similar law.
6. TRANSFERABILITY OF OPTION. Except for transfers to Permitted Transferees
(as defined in the Plan) pursuant to a transfer approved by the Committee in
accordance with a Stock Option Transfer Agreement, the Option may not be
transferred by you (other than by will or the laws of descent and distribution
or a domestic relations order) and may be exercised during your lifetime only by
you or by an alternate payee under a domestic relations order.
7. TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.
(a) In the event that the Company or any subsidiary, affiliate, or
parent thereof terminates your employment or other relationship with the Company
(or any subsidiary, affiliate, or parent thereof) "for cause" (as determined in
the sole discretion of the Company or its designated representative), then both
the vested and unvested portion of the Option shall immediately terminate.
(b) In the event that you terminate your employment or other
relationship with the Company (or any subsidiary, affiliate, or parent thereof)
for any reason whatsoever (other than as a result of your retirement, death or
total and permanent disability (as determined by the Company or its designated
representative)), then the Option may only be exercised within 90 days after the
date you so terminate your employment or other relationship, and only to the
same extent that you were entitled to exercise the Option on the date of such
termination and had not previously done so. The unvested portion of the Option
shall immediately terminate.
(c) In the event that you cease to be employed by or provide services to
the Company or any subsidiary, affiliate, or parent thereof on a full-time basis
(i) by reason of total and permanent disability (as determined by the Company or
its designated representative), (ii) by reason of retirement (as defined by the
Company), or (iii) as a result of the termination of your employment or other
relationship by the Company or any subsidiary, affiliate, or parent thereof at
any time other than "for cause," then the Option may only be exercised within
one year after the date you cease to be so employed or provide such services,
and only to the same extent that you were entitled to exercise the Option on the
date you ceased to be so employed or provide such services by reason of such
disability, retirement, or such termination and had not previously done so. The
unvested portion of the Option shall immediately terminate.
(d) In the event that you die while employed by or providing services to
the Company or any subsidiary, affiliate, or parent thereof (or within a period
of one year after ceasing to be employed by or to provide services to the
Company or any subsidiary, affiliate, or parent thereof for any reason described
in Section 8(c) hereof), the Option may only be exercised within one year after
your death. In such event, the Option may be exercised during such one-year
period by the executor or administrator of your estate or by any person who
shall have acquired the Option through bequest or inheritance, but only to the
same extent that you were entitled to exercise the Option immediately prior to
the time of your death and you had not previously done so. The unvested portion
of the Option shall immediately terminate.
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(e) Notwithstanding any provision contained in this Section 7 to the
contrary, (i) the time limits provided for in this Section 7 shall be subject to
extension in the event of a Change in Control, to the extent provided for in
Section 2 hereof, and (ii) in no event may the Option be exercised to any extent
by anyone after the tenth (10th) anniversary of the date of grant of the Option.
8. REPRESENTATIONS. (a) You represent and warrant to the Company that, upon
exercise of the Option, you will be acquiring the Option Shares for your own
account for the purpose of investment and not with a view to or for sale in
connection with any distribution thereof, and you understand that (i) neither
the Option nor the Option Shares have been registered with the Securities and
Exchange Commission, (ii) the Option Shares must be held indefinitely by you
unless a subsequent disposition thereof is registered under the Securities Act
of 1933, as amended, and the securities laws of any applicable state or other
jurisdiction, or is exempt from such registration, and (iii) the restrictions on
the transfer of such shares under Section 14 hereof shall apply until the lapse
conditions thereof are satisfied. The stock certificates for any Option Shares
issued to you will bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION. THESE SHARES MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT
AND THE SECURITIES LAWS OF ANY APPLICABLE STATE AND OTHER JURISDICTION,
OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE TRANSFER OF SHARES
OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE IS ALSO RESTRICTED
PURSUANT TO A STOCK OPTION AGREEMENT, DATED AS OF ____________, A COPY
OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 151(f) OF THE DELAWARE
GENERAL CORPORATION LAW, THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH
STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS
OF STOCK OR SERIES THEREOF OF THE COMPANY AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
(b) You further represent and warrant that you understand the Federal,
state and local income tax consequences of the granting of the Option to you,
the acquisition of rights to exercise the Option with respect to any Option
Shares, the exercise of the Option and purchase of Option Shares, and the
subsequent sale or other disposition of any Option Shares. In addition, you
understand that the Company will be required to withhold Federal, state or local
taxes in respect of any compensation income realized by you upon exercise of the
Option granted hereunder. To the extent that the Company is required to withhold
any such taxes, then, unless both you and the
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Committee have otherwise agreed upon alternate arrangements, you hereby agree
that the Company may deduct from any payments of any kind otherwise due to you
an amount equal to the total Federal, state and local taxes required to be so
withheld, or if such payments are inadequate to satisfy such Federal, state and
local taxes, or if no such payments are due or to become due to you, then you
agree to provide the Company with cash funds or make other arrangements
satisfactory to the Company regarding such payment. It is understood that all
matters with respect to the total amount of taxes to be withheld in respect of
any such compensation income shall be determined by the Company in its sole
discretion.
(c) You represent you are a bona fide resident of the State of
______________ (the "State"). Notwithstanding anything to the contrary herein,
this Agreement shall not become effective until the making of all applicable
security filings under the laws of the State and the effectiveness thereof. You
shall promptly notify the Company in writing if you become a bona fide resident
of any jurisdiction other than the State.
9. ADJUSTMENTS. In the event that, after the date hereof, the outstanding
shares of the Company's Common Stock shall be increased or decreased or changed
into or exchanged for a different number or kind of shares of stock or other
securities of the Company or of another corporation through reorganization,
merger or consolidation, recapitalization, reclassification, stock split,
split-up, combination or exchange of shares or declaration of any dividends
payable in Common Stock, the Board of Directors shall appropriately adjust the
number of shares of Common Stock (and the option price per share) subject to the
unexercised portion of the Option (to the nearest possible full share), and such
adjustment shall be effective and binding for all purposes of this Agreement and
the Plan.
10. CONTINUATION OF EMPLOYMENT. Neither the Plan nor the Option shall alter
the "at will" nature of your employment or confer upon you any right to continue
in the employ of (or any other relationship with) the Company or any subsidiary,
affiliate, or parent thereof, or limit in any respect the right of the Company
or any subsidiary, affiliate, or parent thereof to terminate your employment or
other relationship with the Company or any subsidiary, affiliate, or parent
thereof, as the case may be, at any time.
11. STOCKHOLDER RIGHTS. No person or entity shall be entitled to vote,
receive dividends, or be deemed for any purpose the holder of any Option Shares
until the Option shall have been duly exercised to purchase such Option Shares
in accordance with the provisions of this Agreement.
12. PLAN DOCUMENTS. This Agreement is qualified in its entirety by
reference to the provisions of the Plan, as amended from time to time, which are
hereby incorporated herein by reference. Capitalized terms not defined herein
shall have the meaning ascribed to them in the Plan. In the event of any
conflict between the terms of the Plan and this Agreement, the Plan shall
control.
The interpretation and construction by the Committee of the Plan, this
Agreement, the Options granted hereunder, and such rules and regulations as may
be adopted by the Committee for the purpose of administering the Plan, shall be
final and binding upon you. Until the Options shall expire, terminate, or be
exercised in full, the Company shall, upon written request therefor, send a copy
of the Plan, in its then-current form, to you or any other person or entity then
entitled to exercise the Options.
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13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, but without regard to the
principle of conflict of laws thereof. If any one or more provisions of this
Agreement shall be found to be illegal or unenforceable in any respect, the
validity and enforceability of the remaining provisions hereof shall not in any
way be affected or impaired thereby.
14. RESTRICTIONS ON TRANSFER AND FIRST REFUSAL, REPURCHASE, AND DRAG-ALONG
RIGHTS. You may not directly or indirectly (including by operation of law)
assign, bequeath, devise, encumber, hypothecate, mortgage, pledge, sell, or
otherwise transfer or dispose of (collectively, "Transfer") any of the Option
Shares purchased pursuant hereto other than pursuant to the terms of the Plan.
Any purported Transfer of such Option Shares in violation of the terms of the
Plan shall be null, void, and of no effect. In addition, you must agree to
transfer your Option Shares pursuant to the Plan's right of first refusal,
repurchase, and so-called "drag-along rights" specified in Section 9 of the
Plan.
15. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective beneficiaries,
heirs, executors, administrators, legal representatives, guardians, successors,
assigns, transferees, purchasers, alternate payees under a domestic relations
order, or any other holder of the Option or the Option Shares.
16. NOTICES. All notices and other communications required or permitted
hereunder shall be in writing and deemed to have been received on the date of
delivery if delivered by hand or overnight express, or three days after the date
of posting if mailed by registered or certified mail, postage prepaid, addressed
to the Company, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and
to you at your address as set forth herein (or such other address to which the
Company or you hereby notify the other party hereto to send such notices and
communications). Such notices and other communications shall not be considered
delivered until actually received or deemed received pursuant to this Section
16.
17. SET-OFF. Subject to any applicable laws, the Company may set-off any
amounts that you owe to the Company (including any transfer taxes applicable to
the sale to the Company of your Option Shares pursuant to Section 14 hereof)
against the amount that the Company would otherwise pay for your Option Shares.
18. PROTECTION OF CONFIDENTIAL INFORMATION.
(a) DEFINITIONS. In this Agreement:
(1) CLIENT means any individual, proprietorship, partnership,
corporation, association, or entity served by the Company, its
subsidiaries, or affiliates (collectively the "Company") at any
time during the term of your employment with the Company.
(2) CONFIDENTIAL INFORMATION means:
(A) Information disclosed to or known to you as a direct or
indirect consequence of, or through your employment with the
Company, about any Client's or the Company's
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business, methods, operations, products, processes, and
services, including, but not limited to, information
relating to research, developments, inventions,
recommendations, programs, systems, and systems analyses,
flow charts, scheduling procedures, finances and financial
statements, marketing, merchandising, merchandise sources,
Client sources, system designs, procedure manuals,
professional fee lists, automated data programs, financing
methods, financial projections, computer software, terms and
conditions of business arrangements with Clients, reports,
personnel procedures, supply and service resources, names,
addresses and phone numbers of personnel providing, whether
employees of the Company or independent contractors,
services to Clients, the Company's contacts including
without limitation contacts with its Clients, and all other
information pertaining to the Company treated as
confidential by the Company including all accompanying
documentation therefor.
(B) All information disclosed to you, or to which you have had
access during the period of your employment (including
information which you assisted in developing), for which
there is any reasonable basis to believe is, or which
appears to be treated by the Company as, Confidential
Information shall be presumed to be Confidential Information
hereunder.
(b) CONFIDENTIAL INFORMATION.
(1) PROPRIETARY INFORMATION. You are aware and acknowledge that
the Company has developed a special competence in providing,
developing, and/or marketing certain products and/or
services and has accumulated Confidential Information not
generally known to others in the field which is of unique
value in the conduct and growth of the Company's business
and which the Company treats as proprietary. You acknowledge
that in the course of carrying out, performing, and
fulfilling your responsibilities to the Company, you will be
given access to and be entrusted with Confidential
Information relating to the Company's business and Clients.
You recognize that (i) the services that the Company
performs and/or the products that the Company provides for
its Clients are confidential and that to enable the Company
to perform those services and/or provide those products, its
Clients may furnish to the Company Confidential Information
concerning their affairs, (ii) the goodwill of the Company
depends upon, among other things, its keeping the
Confidential Information confidential and that unauthorized
disclosure of the Confidential Information would irreparably
damage the Company, and (iii) disclosure of any Confidential
Information to competitors of the Company or to the
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general public would be highly detrimental to the Company.
(2) DEVELOPMENTS. You agree to notify the Company of any
discovery, invention, innovation, or improvement which is
directly related to the business of the Company or to the
business of any Client (collectively called "Developments")
conceived or developed by you during the term of your
employment. Developments shall include, without limitations,
developments in computer software, and other intellectual
properties relating to design, implementation, marketing,
and sale of the products and/or services sold by the
Company. All Developments, including, but not limited to,
all written documents pertaining thereto, shall be the
exclusive property of the Company and shall be considered
Confidential Information subject to the terms of this
Agreement. You agree that when appropriate, and upon written
request of the Company, you will file for patents or
copyrights with regard to any or all Developments and will
sign documentation necessary to evidence ownership of
Developments in the Company.
(3) COVENANTS. In consideration of your employment by the
Company, and in consideration of the Option granted to you
hereunder, you hereby agree as follows:
(A) NONDISCLOSURE OF CONFIDENTIAL INFORMATION. You will
not, during your employment with the Company or at any
time after termination thereof, irrespective of the
time, manner, or cause of termination, use, disclose,
copy, or assist any other person or firm in the use,
disclosure, or copying of, any Confidential
Information.
(B) RETURN OF CONFIDENTIAL INFORMATION. Upon termination of
your employment, you agree to deliver to the Company
all Confidential Information and all copies thereof
along with any and all other property belonging to the
Company or any Client whatsoever.
(C) DEVELOP COMPETITIVE MATERIALS. You will not develop any
materials which are similar to or competitive with the
Confidential Information of the Company.
(c) NONCOMPETE. (1) Based on the professional training and experience
you will receive from and the contacts you will be provided by the Company, as
well as the highly competitive nature of the Company's business, by receiving
and accepting this Option you agree that during the period beginning on the date
of your termination of employment with the Company (or any parent or subsidiary
thereof) (the "Date of Termination") and ending twenty four (24) months
thereafter (the "Covered Time"), you will not compete with the business of the
Company or any parent or subsidiary thereof (collectively, the "Employer"). For
purposes hereof, "competition" shall mean any engaging, directly or indirectly,
in the "Covered Business" (as hereinafter defined) in any
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state of the United States of America in which the Employer is conducting
business as of the Date of Termination (the "Covered Area"). For purposes of
this Agreement, "Covered Business" shall mean providing, to any person or entity
which was a client or prospective client of Employer at any time during your
period of employment ("Period of Employment") any of the types of executive
suite industry or related consulting services provided from time to time by
Employer to any of its clients. For purposes of this Section, (i) the phrase
"prospective clients" shall mean those persons, associations, partnerships,
corporations or other entities which, at any time during the Period of
Employment, Employer had identified, analyzed, marketed, solicited, or otherwise
determined to attract as clients; and (ii) the phrase "engaging, directly or
indirectly" shall mean engaging directly or having an interest, directly or
indirectly, as owner, partner, shareholder, agent, representative, employee,
officer, director, independent contractor, capital investor, lender, renderer of
consultation services or advice or otherwise(other than as the holder of less
than 1% of the outstanding stock of a publicly traded corporation), either alone
or in the association with others, in the operation of any aspect of any type of
business or enterprise engaged in any aspect of the Covered Business.
(2) By accepting this Option, you agree that during the term of your
employment (including any extensions thereof) and during the Covered Time you
shall not (i) directly or indirectly solicit or attempt to solicit any of the
employees, agents, consultants, or representatives of Employer or affiliates of
Employer to leave any of such entities; or (ii) directly or indirectly solicit
or attempt to solicit any of the employees, agents, consultants or
representatives of Employer or affiliates of Employer to become employees,
agents, representatives or consultants of any other person or entity.
(3) By accepting this Option, you understand that the provision of this
Section may limit your ability to earn a livelihood in a business similar to the
business of Employer but nevertheless agree and hereby acknowledge that the
restrictions and limitations hereof are reasonable in scope, area, and duration,
and that the consideration provided under the Plan and this Option Agreement is
sufficient to justify the restrictions contained in such provisions.
Accordingly, in consideration thereof and in light of your education, skills and
abilities, by participating herein, you agree that you will not assert that, and
it should not be considered that, such provisions are either unreasonable in
scope, area, or duration, or will prevent you from earning a living, or
otherwise are void, voidable, or unenforceable or should be voided or held
unenforceable.
(4) By participating herein, you further understand and acknowledge that
the covenants of this Section are ancillary to and part of the Plan and this
Option Agreement, and are reasonably necessary to protect the goodwill and
business interests of Employer.
(d) INJUNCTION AND OTHER RELIEF. You agree that a breach or threatened
breach on your part of any covenant contained in this Section 18 of this
Agreement will cause such damage to the Employer as will be irreparable and for
that reason you further agree that the Employer shall be entitled as a matter of
right to an injunction out of any court of competent jurisdiction, restraining
any further violation of such covenants by you, your employer, employees,
partners, or agents, or by any entity by which you, directly or indirectly, own
any interest (other than ownership of publicly held corporations of which you
own less than one percent (1%) of any outstanding securities). The right to
injunction shall be cumulative and in addition to any and all other remedies the
Employer may have, including, specifically, recovery of money damages and any
other legal or equitable relief available. In addition, any breach of this
Section 18 shall
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result in automatic forfeiture and cancellation of any and all Options and
Option Shares owned or held by you or any Permitted Transferee (whether or not
vested), with the original purchase price to be returned to you, and all profits
received through exercise of Options or sale of Option Shares shall be promptly
returned and repaid to the Company.
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Please acknowledge receipt of this Agreement by signing the enclosed copy
of this Agreement in the space provided below and returning it promptly to the
Secretary of the Company.
HQ HOLDINGS, INC.
By:
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Its:
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Accepted and Agreed To
As of , :
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Employee/Optionee
Address:
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I hereby agree to be bound by all of the provisions, restrictions, and
limitations contained herein to the extent that I now have or later obtain any
rights or interests in either the Option or any Option Shares, and acknowledge
that any Option granted or Option Shares purchased hereunder are either the
separate property of my spouse or community property that is subject to the sole
management, control, and disposition of my spouse.
Date:
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Spouse of Employee/Optionee
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HQ HOLDINGS, INC.
STOCK OPTION AND RESTRICTED STOCK PLAN
OPTION EXERCISE FORM
Under the HQ Holdings, Inc. Stock Option and Restricted Stock Plan (the
"Plan"), I hereby exercise the right to purchase __ shares of Common Stock, $.01
par value, of HQ Holdings, Inc. pursuant to the Option granted to me on
________________ under the Plan. Enclosed herewith is $_____________, an amount
equal to the total exercise price for the shares of Common Stock being purchased
pursuant to this Option Exercise Form and the applicable income tax withholding
obligation with respect to this exercise.
Date:
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Signature
Send a completed copy of this Option Exercise Form to:
HQ Holdings, Inc.
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Attn:
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