POSITRON CORPORATION (Joseph G. Oliverio) R E C I T A L S :
EXHIBIT
10.2
POSITRON
CORPORATION
(▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇)
R
E C
I T A L S
:
WHEREAS
the Board has adopted the Plan for the purpose of retaining the services of
selected Employees, Officers, members of the Board or of the board of directors
of any Parent or Subsidiary and consultants and other independent advisors
who
provide services to the Corporation (or any Parent or Subsidiary);
WHEREAS
the Optionee is to render valuable services to the Corporation (or a Parent
or
Subsidiary), and this Agreement is executed pursuant to, and is intended to
carry out the purposes of, the Plan in connection with the Corporation's grant
of an option to Optionee; and
WHEREAS
all capitalized terms in this Agreement shall have the meaning assigned to
them
in the attached Appendix.
NOW,
THEREFORE, it is hereby agreed as follows:
1. Grant
of Option.
The
Corporation hereby grants to Optionee, as of the Grant Date, an option to
purchase up to the number of Option Shares specified in the Grant Notice. The
Option Shares shall be purchasable from time to time during the option term
specified in Section 2 hereof at the Exercise Price.
2. Option
Term.
This
Option shall expire at the close of business on the Expiration Date, unless
sooner terminated in accordance with Sections 5 or 6 hereof.
3. Limited
Transferability.
This
Option shall be neither transferable nor assignable by Optionee other than
by
will or by the laws of descent and distribution following Optionee's death
and
may be exercised, during Optionee's lifetime, only by Optionee. However, if
this
Option is designated a Non-Statutory Option in the Grant Notice, then this
Option may, (i) in connection with the Optionee's estate plan, be assigned
in
whole or in part during Optionee's lifetime to one or more members of the
Optionee's Immediate Family or to a trust established for the exclusive benefit
of the Optionee and/or one or more such family members or (ii) be assigned
in
whole or in part to the Optionee's former spouse pursuant to a domestic
relations order. The assigned portion shall be exercisable only by the person
or
persons who acquire a proprietary interest in the Option pursuant to such
assignment. The terms applicable to the assigned portion shall be the same
as
those in effect for this Option immediately prior to such assignment.
Notwithstanding the foregoing, the Optionee may also designate one or more
persons as the beneficiary or beneficiaries of his or her outstanding options
under this Article Two, and those options shall, in accordance with such
designation, automatically be transferred to such beneficiary or beneficiaries
upon the Optionee's death while holding those options. Such beneficiary or
beneficiaries shall take the transferred option subject to all the terms and
conditions of this Agreement, including (without limitation) the limited time
period during which the option may be exercised following the Optionee's
death.
4. Dates
of Exercise.
This
Option shall become exercisable for the Option Shares in one or more
installments as specified in the Grant Notice, subject to the special vesting
acceleration provisions of Paragraph 6. As the Option becomes exercisable for
such installments, those installments shall accumulate and the Option shall
remain exercisable for the accumulated installments until the Expiration Date
or
sooner termination of the option term under Sections 5 or 6 hereof.
5. Cessation
of Service.
The
option term specified in Section 2 hereof shall terminate (and this Option
shall
cease to be outstanding) prior to the Expiration Date should any of the
following provisions become applicable:
(a) Should
Optionee cease to remain in Service for any reason (other than death, Permanent
Disability or Misconduct) while this Option is outstanding, then the period
for
exercising this Option shall be reduced to a three (3) month period commencing
with the date of such cessation of Service, but in no event shall this Option
be
exercisable at any time after the Expiration Date.
(b) Should
Optionee die while this Option is outstanding, then the personal representative
of Optionee's estate or the person or persons to whom the Option is transferred
pursuant to Optionee's will or in accordance with the laws of descent and
distribution, or any person or trust to whom all or a portion of this Option
was
previously transferred in accordance with Section 3 hereof or the
designated beneficiary or beneficiaries of this option shall have the right
to
exercise this Option. Such right shall lapse, and this Option shall cease to
be
outstanding, upon the earlier of: (i) the expiration of the twelve (12) month
period measured from the date of Optionee's death; or (ii) the Expiration
Date.
(c) Should
Optionee cease Service by reason of Permanent Disability while this Option
is
outstanding, then the period for exercising this Option shall be reduced to
a
twelve (12) month period commencing with the date of such cessation of Service,
but in no event shall this Option be exercisable at any time after the
Expiration Date.
(d) Should
Optionee's Service be terminated for a reason other than "Without Cause" (as
defined in Optionee's Employment Agreement dated December 27, 2005), during
the
limited period of post-Service exercisability, this Option may be exercised
for
the number of vested Option Shares at the time of Optionee's cessation of
Service. Should Optionee's Service be terminated "Without Cause" (as defined
in
Optionee's Employment Agreement dated December 27, 2005), during the limited
period of post-Service exercisability, this Option may be exercised in the
aggregate for the number of vested Option Shares for which the Option would
have
been exercisable for had Optionee continued in Service through the remainder
of
the applicable calendar year. Upon the expiration of such limited exercise
period or (if earlier) upon the Expiration Date, this Option shall terminate
and
cease to be outstanding for any otherwise exercisable Option Shares for which
the Option has not been exercised. However, this Option shall, immediately
upon
Optionee's cessation of Service for any reason, terminate and cease to be
outstanding with respect to any Option Shares for which this Option is not
otherwise at that time exercisable.
-2-
(e) Except
as
otherwise determined in the discretion of the Plan Administrator, either at
the
time the option is granted or at any time the option remains outstanding, should
Optionee's Service be terminated for Misconduct or should Optionee otherwise
engage in Misconduct while this option is outstanding, then this Option shall
terminate immediately and cease to remain outstanding.
6. Special
Acceleration of Option.
(a) The
Option, to the extent outstanding at the time of a Change in Control transaction
but not otherwise fully exercisable, shall automatically accelerate so that
this
Option shall, immediately prior to the effective date of such Change in Control,
become exercisable for all of the Option Shares at the time subject to this
option and may be exercised for any or all of those Option Shares as fully
vested shares of Common Stock. Notwithstanding the foregoing, this Option shall
not become exercisable on such an accelerated basis if and to the extent: (i)
this Option is, in connection with the Change in Control, to be assumed by
the
successor corporation (or Parent thereof) or otherwise continued in full force
and effect pursuant to the terms of the Change in Control; or (ii) this Option
is to be replaced with a cash incentive program of the successor corporation
which preserves the spread existing at the time of the Change in Control on
the
Option Shares for which this Option is not otherwise at that time exercisable
(the excess of the Fair Market Value of those Option Shares over the aggregate
Exercise Price payable for such shares) and provides for subsequent payout
in
accordance with the same option exercise/vesting schedule set forth in the
Grant
Notice.
(b) Immediately
following the Change in Control, this Option shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
Parent thereof) or otherwise continued in full force and effect pursuant to
the
terms of the Change in Control transaction.
(c) If
this
Option is assumed in connection with a Change in Control (or otherwise continued
in full force and effect), then this Option shall be appropriately adjusted,
immediately after such Change in Control, to apply to the number and class
of
securities or other property which would have been issuable to Optionee in
consummation of such Change in Control had the Option been exercised immediately
prior to such Change in Control, and appropriate adjustments shall also be
made
to the Exercise Price, provided the aggregate Exercise Price shall remain the
same.
(d) Notwithstanding
the foregoing, immediately upon an Involuntary Termination of Optionee's Service
within eighteen (18) months following a Change in Control transaction, the
Option, to the extent outstanding at the time but not otherwise fully
exercisable, shall automatically accelerate so that the Option shall become
immediately exercisable for all the Option Shares at the time subject to the
Option and may be exercised for any or all of those Option Shares as fully
vested shares. The Option as accelerated shall remain so exercisable until
the
earlier of: (i) the Expiration Date; or (ii) the expiration of the one (1)
year
period measured from the date of the Optionee's Involuntary
Termination.
-3-
(e) This
Option may also be subject to acceleration in accordance with the terms of
any
special Addendum attached to this Agreement.
2. Adjustment
in Option Shares.
Should
any change be made to the Common Stock by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares or other
change affecting the outstanding Common Stock as a class without the
Corporation's receipt of consideration, appropriate adjustments shall be made
to: (i) the total number and/or class of securities subject to this Option;
and
(ii) the Exercise Price in order to reflect such change and thereby preclude
a
dilution or enlargement of benefits hereunder.
3. Stockholder
Rights.
The
holder of this Option shall not have any stockholder rights with respect to
the
Option Shares until such person shall have exercised the Option, paid the
Exercise Price and become a holder of record of the purchased
shares.
4. Manner
of Exercising Option.
(a) In
order
to exercise this Option with respect to all or any part of the Option Shares
for
which this Option is at the time exercisable, Optionee (or any other person
or
persons exercising the Option) must take the following actions:
(i) To
the
extent the Option is exercised for vested Option Shares, execute and deliver
to
the Corporation a Notice of Exercise for the Option Shares for which the Option
is exercised. To the extent the Option is exercised for unvested Option Shares,
execute and deliver to the Corporation a Purchase Agreement for those unvested
Option Shares. In connection with the Purchase Agreement, any certificate issued
upon the exercise of the Option shall bear legends as set forth in the Purchase
Agreement.
(ii) Pay
the
aggregate Exercise Price for the purchased shares in one or more of the
following forms:
(A) cash
or
check made payable to the Corporation; or
(B) a
promissory note payable to the Corporation, but only to the extent authorized
by
the Plan Administrator in accordance with Section 14 hereof;
or
(C) shares
of
Common Stock held by Optionee (or any other person or persons exercising the
option) for the requisite period necessary to avoid a charge to the
Corporation's earnings for financial reporting purposes and valued at Fair
Market Value on the Exercise Date; or
(D) through
a
special sale and remittance procedure pursuant to which Optionee (or any other
person or persons exercising the option) shall concurrently provide irrevocable
instructions to a Corporation-designated brokerage firm to effect the immediate
sale of the purchased shares and remit to the Corporation, out of the sale
proceeds available on the settlement date, sufficient funds to cover the
aggregate Exercise Price payable for the purchased shares plus all applicable
Federal, state and local income and employment taxes required to be withheld
by
the Corporation by reason of such exercise and to the Corporation to deliver
the
certificates for the purchased shares directly to such brokerage firm in order
to complete the sale.
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Except
to
the extent the sale and remittance procedure is utilized in connection with
the
Option exercise, payment of the Exercise Price must accompany the Notice of
Exercise or Purchase Agreement, as applicable, delivered to the Corporation
in
connection with the Option exercise.
(iii) Furnish
to the Corporation appropriate documentation that the person or persons
exercising the Option (if other than Optionee) have the right to exercise this
Option.
(iv) Make
appropriate arrangements with the Corporation (or Parent or Subsidiary employing
or retaining Optionee) for the satisfaction of all Federal, state and local
income and employment tax withholding requirements applicable to the option
exercise.
(b) As
soon
as practical after the Exercise Date, the Corporation shall issue to or on
behalf of Optionee (or any other person or persons exercising this Option)
a
certificate for the purchased Option Shares, with the appropriate legends
affixed thereto.
(c) In
no
event may this Option be exercised for any fractional shares.
5. No
Impairment of Rights.
This
Agreement shall not in any way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise make changes in its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer
all
or any part of its business or assets. In addition, this Agreement shall not
in
any way be construed or interpreted so as to affect adversely or otherwise
impair the rights of the Corporation (or any Parent or Subsidiary employing
or
retaining Optionee) or of Optionee, which rights are hereby expressly reserved
by each, to terminate Optionee's Service at any time for any reason, with or
without cause.
6. Compliance
with Laws and Regulations.
(a) The
exercise of this Option and the issuance of the Option Shares upon such exercise
shall be subject to compliance by the Corporation and Optionee with all
applicable requirements of law relating thereto and with all applicable
regulations of any Stock Exchange, if applicable, on which the Common Stock
may
be listed for trading at the time of such exercise and issuance.
(b) The
inability of the Corporation to obtain approval from any regulatory body having
authority deemed by the Corporation to be necessary to the lawful issuance
and
sale of any Common Stock pursuant to this Option shall relieve the Corporation
of any liability with respect to the non-issuance or sale of the Common Stock
as
to which such approval shall not have been obtained. The Corporation, however,
shall use its best efforts to obtain all such approvals.
7. Successors
and Assigns.
Except
to the extent otherwise provided in Sections 3 and 6 hereof, the provisions
of
this Agreement shall inure to the benefit of, and be binding upon, the
Corporation and its successors and assigns and Optionee, Optionee's assigns
and
the legal representatives, heirs and legatees of Optionee's estate.
-5-
8. Notices.
Any
notice required to be given or delivered to the Corporation under the terms
of
this Agreement shall be in writing and addressed to the Corporation at its
principal corporate offices. Any notice required to be given or delivered to
Optionee shall be in writing and addressed to Optionee at the address indicated
below Optionee's signature line on the Grant Notice. All notices shall be deemed
effective upon personal delivery or upon deposit in the U.S. mail, postage
prepaid and properly addressed to the party to be notified.
9. Financing.
The
Plan Administrator may, in its absolute discretion and without any obligation
to
do so, permit Optionee to pay the Exercise Price for the purchased Option Shares
by delivering a full-recourse promissory note payable to the Corporation. The
terms of any such promissory note (including the interest rate, the requirements
for collateral and the terms of repayment) shall be established by the Plan
Administrator in its sole discretion.
10. Construction.
This
Agreement and the Option evidenced hereby are made and granted pursuant to
the
Plan and are in all respects limited by and subject to the terms of the Plan.
All decisions of the Plan Administrator with respect to any question or issue
arising under the Plan or this Agreement shall be conclusive and binding on
all
persons having an interest in this Option.
11. Governing
Law.
The
interpretation, performance and enforcement of this Agreement shall be governed
by the laws of the State of Texas without resort to that State's
conflict-of-laws rules.
12. Excess
Shares.
If the
Option Shares covered by this Agreement exceed, as of the Grant Date, the number
of shares of Common Stock which may without stockholder approval be issued
under
the Plan, then this Option shall be void with respect to those excess shares,
unless stockholder approval of an amendment sufficiently increasing the number
of shares of Common Stock issuable under the Plan is obtained in accordance
with
the provisions of the Plan.
13. Optionee
Undertaking.
Optionee hereby agrees to take whatever additional action and execute whatever
additional documents the Corporation may deem necessary or advisable in order
to
carry out or effect one or more of the obligations or restrictions imposed
on
either Optionee or the Option Shares pursuant to the provisions of this
Agreement.
14. Representation
by Counsel.
Each
party hereby agrees and acknowledges that (i) such party has had the
opportunity to consult with independent legal, tax and financial counsel of
each
party's choice, in order to be advised with respect to the effect of this
Agreement, the Notice of Exercise and the Purchase Agreement and (ii) neither
the Corporation nor its attorneys have provided legal, tax or financial advice
of any nature to Optionee.
15. Additional
Terms Applicable to an Incentive Option.
In the
event this Option is designated an Incentive Option in the Grant Notice, the
following terms and conditions shall also apply to the grant:
(a) This
option shall cease to qualify for favorable tax treatment as an Incentive Option
if (and to the extent) this Option is exercised for one or more Option Shares:
(i) more than three (3) months after the date Optionee ceases to be an
Employee for any reason other than death or Permanent Disability; or (ii) more
than twelve (12) months after the date Optionee ceases to be an Employee by
reason of death or Permanent Disability.
-6-
(b) No
installment under this Option shall qualify for favorable tax treatment as
an
Incentive Option if (and to the extent) the aggregate Fair Market Value
(determined at the Grant Date) of the Common Stock for which such installment
first becomes exercisable hereunder would, when added to the aggregate value
(determined as of the respective date or dates of grant) of the Common Stock
or
other securities for which this option or any other Incentive Options granted
to
Optionee prior to the Grant Date (whether under the Plan or any other option
plan of the Corporation or any Parent or Subsidiary) first become exercisable
during the same calendar year, exceed One Hundred Thousand Dollars ($100,000.00)
in the aggregate. Should such One Hundred Thousand Dollar ($100,000.00)
limitation be exceeded in any calendar year, this Option shall nevertheless
become exercisable for the excess shares in such calendar year as a
Non-Statutory Option.
(c) Should
the exercisability of this Option be accelerated upon a Change in Control
transaction, then this Option shall qualify for favorable tax treatment as
an
Incentive Option only to the extent the aggregate Fair Market Value (determined
at the Grant Date) of the Common Stock for which this Option first becomes
exercisable in the calendar year in which the Change in Control occurs does
not,
when added to the aggregate value (determined as of the respective date or
dates
of grant) of the Common Stock or other securities for which this Option or
one
or more other Incentive Options granted to Optionee prior to the Grant Date
(whether under the Plan or any other option plan of the Corporation or any
Parent or Subsidiary) first become exercisable during the same calendar year,
exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate. Should
the
applicable One Hundred Thousand Dollar ($100,000.00) limitation be exceeded
in
the calendar year of such Change in Control, the Option may nevertheless be
exercised for the excess shares in such calendar year as a Non-Statutory
Option.
(d) Should
Optionee hold, in addition to this Option, one or more other options to purchase
Common Stock which become exercisable for the first time in the same calendar
year as this Option, then the foregoing limitations on the exercisability of
such options as Incentive Options shall be applied on the basis of the order
in
which such options are granted.
-7-
APPENDIX
The
following definitions shall be in effect under the Agreement:
A. Agreement
shall
mean this 2005 Stock Option Agreement.
B. Board
shall
mean the Corporation's Board of Directors.
C. Change
in Control
shall
mean a change in ownership or control of the Corporation effected through any
of
the following transactions:
(i) a
merger,
consolidation or reorganization approved by the Corporation's stockholders,
unless securities representing more than fifty percent (50%) of the total
combined voting power of the successor corporation are immediately thereafter
beneficially owned, directly or indirectly and in substantially the same
proportion, by the persons who beneficially owned the Corporation's outstanding
voting securities immediately prior to such transaction, or
(ii) a
sale,
transfer or other disposition of all or substantially all of the Corporation's
assets, or
(iii) the
acquisition, directly or indirectly, by any person or related group of persons
(other than the Corporation or a person that directly or indirectly controls,
is
controlled by, or is under common control with, the Corporation) of beneficial
ownership (within the meaning of Rule 13d-3 of the ▇▇▇▇ ▇▇▇) of securities
possessing more than fifty percent (50%) of the total combined voting power
of
the Corporation's outstanding securities pursuant to a tender or exchange offer
made directly to the Corporation's stockholders which the Board recommends
such
stockholders accept;
provided,
however, the Plan Administrator shall have the discretionary authority to
determine that a transaction or series of transactions does not constitute
a
Change in Control. Such determination by the Plan Administrator shall govern
notwithstanding the fact that the determination is contrary to paragraphs (i)
through (iii) set forth above.
D. Code
shall
mean the Internal Revenue Code of 1986, as amended.
E. Common
Stock
shall
mean shares of the Corporation's common stock.
F. Corporation
shall
mean Positron Corporation, a Texas corporation.
G. Employee
shall
mean an "employee" of the Corporation (or any Parent or Subsidiary) within
the
meaning of Section 3401(c) of the Code and the regulations
thereunder.
H. Exercise
Date
shall
mean the date on which the Option shall have been exercised in accordance with
Section 4 of the Agreement.
APPENDIX
-1-
I. Exercise
Price
shall
mean the exercise price per Option Share as specified in the Grant
Notice.
J. Expiration
Date
shall
mean the date on which the Option expires as specified in the Grant
Notice.
K. Fair
Market Value
per
share of Common Stock on any relevant date shall be determined in accordance
with the Plan.
▇. ▇▇▇▇▇
Date
shall
mean the date of grant of the Option as specified in the Grant
Notice.
▇. ▇▇▇▇▇
Notice
shall
mean the Notice of Grant of Stock Option accompanying the Agreement, pursuant
to
which Optionee has been informed of the basic terms of the Option evidenced
hereby.
N. Immediate
Family
shall
mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, and shall include adoptive
relationships.
O. Incentive
Option
shall
mean an option which satisfies the requirements of Code Section
422.
P. Involuntary
Termination
shall
mean the termination of Optionee's Service by reason of:
(i) Optionee's
involuntary dismissal or discharge by the Corporation for reasons other than
Misconduct, or
(ii) Optionee's
voluntary resignation following (A) a change in Optionee's position with the
Corporation (or Parent or Subsidiary employing Optionee) which materially
reduces Optionee's duties and responsibilities or the level of management to
which Optionee reports, (B) a reduction in Optionee's level of compensation
(including base salary, fringe benefits and target bonus under any corporate
performance based bonus or incentive programs) by more than fifteen percent
(15%) or (C) a relocation of Optionee's place of employment by more than fifty
(50) miles, provided and only if such change, reduction or relocation is
effected by the Corporation without Optionee's consent.
Q. Misconduct
shall
mean the commission of any act of fraud, embezzlement or dishonesty by Optionee,
any unauthorized use or disclosure by Optionee of confidential information
or
trade secrets of the Corporation (or any Parent or Subsidiary), or any
intentional wrongdoing by Optionee, whether by omission or commission, which
adversely affects the business or affairs of the Corporation (or any Parent
or
Subsidiary) in a material manner. This shall not limit the grounds for the
dismissal or discharge of Optionee or any other individual in the Service of
the
Corporation (or any Parent or Subsidiary).
R. 1934
Act
shall
mean the Securities Exchange Act of 1934, as amended.
APPENDIX
-2-
S. Non-Statutory
Option
shall
mean an option not intended to satisfy the requirements of Code Section
422.
T. Notice
of Exercise
shall
mean the notice of exercise in the form attached hereto as Exhibit
I.
U. Officer
shall
mean any person serving as the president, chief executive officer, chief
financial officer, chief operating officer, treasurer, secretary or in any
other
managerial or administrative capacity for the Corporation or a Parent or
Subsidiary of the Corporation, as determined in the Administrator's
discretion.
V. Option
shall
mean the Option granted pursuant to this Agreement.
W. Option
Shares
shall
mean the number of shares of Common Stock subject to the Option as specified
in
the Grant Notice.
X. Optionee
shall
mean the person to whom the Option is granted as specified in the Grant
Notice.
Y. Parent
shall
mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.
Z. Permanent
Disability
shall
mean the inability of Optionee to engage in any substantial gainful activity
by
reason of any medically determinable physical or mental impairment which can
be
expected to result in death or has lasted or can be expected to last for a
continuous period of twelve (12) months or more.
AA. Plan
shall
mean the Corporation's Amended and Restated 2005 Stock Incentive
Plan.
BB. Plan
Administrator
shall
mean either the Board or a committee of the Board acting in its capacity as
administrator of the Plan.
CC. Service
shall
mean the Optionee's performance of services for the Corporation (or any Parent
or Subsidiary) in the capacity of an Employee, an Officer, a member of the
board
of directors or a consultant or independent advisor.
DD. Stock
Exchange
shall
mean the American Stock Exchange or the New York Stock Exchange.
EE. Subsidiary
shall
mean any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation, provided each corporation (other
than the last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.
APPENDIX
-3-
EXHIBIT
I
NOTICE
OF EXERCISE
I
hereby
notify Positron Corporation (the "Corporation") that I elect to purchase
_____________________ shares of the Corporation's Common Stock (the "Purchased
Shares") at the option exercise price of _____________ per share (the "Exercise
Price") pursuant to that certain option (the "Option") granted to me under
the
Corporation's Amended and Restated 2005 Stock Incentive Plan on
_____________________, 200_.
Concurrently
with the delivery of this Notice of Exercise to the Corporation, I shall hereby
pay to the Corporation the Exercise Price for the Purchased Shares in accordance
with the provisions of my agreement with the Corporation (or other documents)
evidencing the Option and shall deliver whatever additional documents may be
required by such agreement as a condition for exercise. Alternatively, I may
utilize the special broker-dealer sale and remittance procedure specified in
my
agreement to effect payment of the Exercise Price.
|
_____________________________,
200_
Date
|
|
| ________________________________ | |
|
Optionee
|
|
|
Address:______________________________
|
|
|
Print
name in exact manner it is to appear on the stock
certificate:
|
_________________________________ |
|
Address
to which certificate is to be sent, if different from address
above:
|
_________________________________ |
|
Social
Security Number:
|
_________________________________ |
|
Employee
Number
|
_________________________________ |
EXHIBIT
I