Effective November 16, 2006)
Exhibit 10.6
2002 NEW HIRE OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
NON-QUALIFIED STOCK OPTION AGREEMENT
(Effective November 16, 2006)
THIS AGREEMENT, dated the Grant Date set forth on Exhibit “A” attached hereto, (the terms of
which are hereby incorporated by reference and made a part of this Agreement) is made by and
between Gen-Probe Incorporated, a Delaware corporation, hereinafter referred to as the “Company,”
and the Employee of the Company, or a Subsidiary of the Company, identified on Exhibit “A” and
hereinafter referred to as “Optionee.”
WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase shares of its
Common Stock, par value $0.0001 per share; and
WHEREAS, the Company wishes to carry out The 2002 New-Hire Stock Option Plan of Gen-Probe
Incorporated (the “Plan”) (the terms of which are hereby incorporated by reference and made a part
of this Agreement); and
WHEREAS, the Committee appointed to administer the Plan has determined that it would be to the
advantage and best interest of the Company and its stockholders to grant the Non-Qualified Stock
Option (the “Option”) provided for herein to the Optionee as an inducement to enter into or remain
in the service of the Company or its Subsidiaries and as an incentive for increased efforts during
such service, and has advised the Company thereof and instructed the undersigned officer to issue
said Option.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby
agree as follows:
ARTICLE I.
DEFINITIONS
1.1 General. Wherever the following terms are used in this Agreement, they shall have
the meanings specified below, unless the context clearly indicates otherwise.
1.2 Board. “Board” shall mean the Board of Directors of the Company.
1.3 Cause. “Cause” shall mean (a) the Optionee’s failure or refusal to perform
specific and lawful directions with respect to the Optionee’s employment with the Company or a
Subsidiary, (b) the commission by the Optionee of a felony or the perpetration by the Optionee of
an act of fraud, dishonesty, or misrepresentation against, or breach of fiduciary duty toward, the
Company or a Subsidiary or (c) any willful act or omission by the Optionee which is injurious in
any material respect to the financial condition or business reputation of the Company or a
Subsidiary.
1.4 Code. “Code” shall mean the Internal Revenue Code of 1986, as amended from time
to time.
1.5 Committee. “Committee” shall mean the Compensation Committee of the Board, or a
subcommittee of the Board, appointed as provided in Section 7.1 of the Plan.
1.6 Common Stock. “Common Stock” shall mean the Common Stock of the Company, par
value $0.0001 per share.
1.7 Company. “Company” shall mean Gen-Probe Incorporated, a Delaware corporation.
1.8 Employee. “Employee” shall mean any officer or other employee (as defined in
accordance with Section 3401(c) of the Code) of the Company, or of any Subsidiary.
1.9 Exchange Act. “Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended from time to time.
1.10 Fair Market Value. “Fair Market Value” shall mean, as of any date, the value of
the Common Stock determined as follows:
(a) If the Common Stock is listed on any established stock exchange or a national market
system, the Fair Market Value of a share of Common Stock shall be the closing sales price for such
stock (or the closing bid, if no sales were reported) as quoted on such exchange or system (or the
exchange or system with the greatest volume of trading in the Common Stock) for such date, or if no
bids or sales were reported for such date, then the closing sales price (or the closing bid, if no
sales were reported) on the trading date immediately prior to such date during which a bid or sale
occurred, in each case, as reported by The Nasdaq Stock Market or such other source as the Board
deems reliable.
(b) In the absence of such markets for the Common Stock, the Fair Market Value shall be
determined in good faith by the Board.
1.11 Option. “Option” shall mean the Non-Qualified Stock Option granted under this
Agreement and Article IV of the Plan.
1.12 Optionee. “Optionee” shall mean the Employee granted the Option under this
Agreement and the Plan.
1.13 Plan. “Plan” shall mean The 2002 New-Hire Stock Option Plan of Gen-Probe
Incorporated.
1.14 Retirement. “Retirement” shall mean the Optionee’s resignation after the
Optionee has attained age 60 and completed ten (10) or more years of employment with the Company
and the Subsidiaries.
1.15 Secretary. “Secretary” shall mean the Secretary of the Company.
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1.16 Securities Act. “Securities Act” shall mean the Securities Act of 1933, as
amended from time to time.
1.17 Subsidiary. “Subsidiary” shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than the last corporation
in the unbroken chain then owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.
1.18 Termination of Employment. “Termination of Employment” shall mean the time when
the employee-employer relationship between the Optionee and the Company or any Subsidiary is
terminated for any reason, with or without Cause, including, but not by way of limitation, a
termination by resignation, discharge, death, disability or Retirement; but excluding (a) a
termination where there is a simultaneous reemployment or continuing employment of the Optionee by
the Company or any Subsidiary or a parent corporation thereof (within the meaning of Section 422 of
the Code), (b) at the discretion of the Committee, a termination which results in a temporary
severance of the employee-employer relationship, and (c) at the discretion of the Committee, a
termination which is followed by the simultaneous establishment of a consulting relationship by the
Company or a Subsidiary with the former employee. The Committee, in its absolute discretion, shall
determine the effect of all matters and questions relating to Termination of Employment, including,
but not by way of limitation, the question of whether a Termination of Employment resulted from a
discharge for Cause, and all questions of whether particular leaves of absence constitute
Terminations of Employment. Notwithstanding any other provision of the Plan or this Agreement, the
Company or any Subsidiary has an absolute and unrestricted right to terminate an Optionee’s
employment at any time for any reason whatsoever, with or without Cause, except to the extent
expressly provided otherwise in writing.
ARTICLE II.
GRANT OF OPTION
2.1 Grant of Option. In consideration of the Optionee’s agreement to remain in the
employ of the Company or its Subsidiaries and for other good and valuable consideration, effective
as of the Date of Grant set forth on Exhibit “A,” the Company irrevocably grants to the Optionee
the option to purchase any part or all of an aggregate of the number of shares of Common Stock set
forth on Exhibit “A” upon the terms and conditions set forth in this Agreement.
2.2 Purchase Price. The purchase price of the shares of Common Stock subject to the
Option shall be the price per share set forth on Exhibit “A” without commission or other charge.
2.3 Consideration to the Company. In consideration of the granting of the Option by
the Company, the Optionee agrees to render faithful and efficient services to the Company or any
Subsidiary, with such duties and responsibilities as the Company shall from time to time prescribe.
Nothing in the Plan or this Agreement shall confer upon the Optionee any right to continue in the
employ of the Company or any Subsidiary or shall interfere with or restrict in any way the rights
of the Company and its Subsidiaries, which are hereby expressly
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reserved, to discharge the Optionee at any time for any reason whatsoever, with or without
Cause.
ARTICLE III.
PERIOD OF EXERCISABILITY
3.1 Commencement of Exercisability.
(a) Subject to Section 3.3, the Option shall vest and become exercisable in such amounts and
at such times as are set forth in Exhibit “A” hereto.
(b) No portion of the Option which has not become vested and exercisable at Termination of
Employment shall thereafter become vested and exercisable, except as may be otherwise provided by
the Committee.
3.2 Duration of Exercisability. The installments provided for in Section 3.1(a) and
Exhibit “A” hereto are cumulative. Each such installment which vests and becomes exercisable
pursuant to Section 3.1 shall remain vested and exercisable until it becomes unexercisable under
Section 3.3.
3.3 Expiration of Option. The Option may not be exercised to any extent by anyone
after the first to occur of the following events:
(a) The expiration of ten (10) years from the Date of Grant; or
(b) The expiration of thirty (30) days following the date of the Optionee’s Termination of
Employment, unless such Termination of Employment occurs by reason of the Optionee’s discharge for
Cause, or by reason of the Optionee’s death, Retirement or disability (within the meaning of
Section 22(e)(3) of the Code); or
(c) The expiration of one (1) day following the date of the Optionee’s Termination of
Employment by reason of the Optionee’s discharge for Cause; or
(d) The expiration of six (6) months following the date of the Optionee’s Termination of
Employment by reason of the Optionee’s death or disability (within the meaning of Section 22(e)(3)
of the Code); or
(e) The expiration of one (1) year following the date of the Optionee’s Termination of
Employment by reason of the Optionee’s Retirement.
ARTICLE IV.
EXERCISE OF OPTION
4.1 Person Eligible to Exercise. Subject to Section 5.2(c) during the lifetime of the
Optionee, only the Optionee may exercise the Option or any portion thereof. After the death of the
Optionee, any exercisable portion of the Option may, prior to the time when the
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Option becomes unexercisable under Section 3.3, be exercised by the Optionee’s personal
representative or by any person empowered to do so under the Optionee’s will or under the then
applicable laws of descent and distribution.
4.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if
then wholly exercisable, may be exercised in whole or in part at any time prior to the time when
the Option or portion thereof becomes unexercisable under Section 3.3; provided, however, that each
partial exercise shall be for not less than ten (10) shares (or the minimum installment set forth
in Exhibit “A” hereto, if a lesser number of shares) and shall be for whole shares only.
4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary or the Secretary’s office of all of the following
prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) An Exercise Notice in writing signed by the Optionee or the other person then entitled to
exercise the Option or portion thereof, stating that the Option or portion thereof is thereby
exercised, such notice complying with all applicable rules established by the Committee. Such
notice shall be substantially in the form attached hereto as Exhibit “B” (or in such other form as
is prescribed by the Committee); and
(b) With respect to the shares of Common Stock for which the Option is then being exercised,
to the extent permitted under applicable laws, the Optionee may pay for such Shares as follows:
(A) Full payment (in cash or by check) for the shares with respect to which the
Option or portion thereof is exercised; or
(B) With the consent of the Committee, such payment may be made, in whole or in
part, through the delivery of shares of Common Stock which have been owned by the
Optionee for at least six months, duly endorsed for transfer to the Company with a
Fair Market Value on the date of delivery equal to the aggregate exercise price of
the Option or exercised portion thereof; or
(C) Through the delivery of a notice that the Optionee has placed a market sell
order with a broker with respect to shares of Common Stock then issuable upon
exercise of the Option, and that the broker has been directed to pay a sufficient
portion of the net proceeds of the sale to the Company in satisfaction of the Option
exercise price, provided, that payment of such proceeds is then made to the Company
upon settlement of such sale; or
(D) With the consent of the Committee, any combination of the consideration
provided in the foregoing clauses (A), (B) and (C); and
(c) A bona fide written representation and agreement, in such form as is prescribed by the
Committee, signed by the Optionee or other person then entitled to exercise such Option or portion
thereof, stating that the shares of Common Stock are being acquired for
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the Optionee’s own account, for investment and without any present intention of distributing
or reselling said shares or any of them except as may be permitted under the Securities Act and
then applicable rules and regulations thereunder, and that the Optionee or other person then
entitled to exercise such Option or portion thereof will indemnify the Company against and hold it
free and harmless from any loss, damage, expense or liability resulting to the Company if any sale
or distribution of the shares by such person is contrary to the representation and agreement
referred to above. The Committee may, in its absolute discretion, take whatever additional actions
it deems appropriate to ensure the observance and performance of such representation and agreement
and to effect compliance with the Securities Act and any other federal or state securities laws or
regulations. Without limiting the generality of the foregoing, the Committee may require an
opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired
on an Option exercise does not violate the Securities Act, and may issue stop transfer orders
covering such shares. Share certificates evidencing Common Stock issued on exercise of the Option
shall bear an appropriate legend referring to the provisions of this subsection (c) and the
agreements herein. The written representation and agreement referred to in the first sentence of
this subsection (c) shall, however, not be required if the shares to be issued pursuant to such
exercise have been registered under the Securities Act, and such registration is then effective in
respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under
federal, state or local tax law, it is required to withhold upon exercise of the Option. With the
consent of the Committee, (i) shares of the Company’s Common Stock owned by the Optionee for at
least six months duly endorsed for transfer, or (ii) shares of the Company’s Common Stock issuable
to the Optionee upon exercise of the Option, having a Fair Market Value at the date of Option
exercise equal to the statutory minimum sums required to be withheld, may be used to make all or
part of such payment; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by
any person or persons other than the Optionee, appropriate proof of the right of such person or
persons to exercise the Option.
4.4 Conditions to Issuance of Stock Certificates. The shares of Common Stock
deliverable upon the exercise of the Option, or any portion thereof, may be either previously
authorized but unissued shares or issued shares which have then been reacquired by the Company.
Such shares shall be fully paid and nonassessable. The Company shall not be required to issue or
deliver any certificate or certificates for shares of Common Stock purchased upon the exercise of
the Option or portion thereof prior to fulfillment of all of the following conditions:
(a) The admission of such shares to listing on all stock exchanges on which such Common Stock
is then listed; and
(b) The completion of any registration or other qualification of such shares under any state
or federal law or under rulings or regulations of the Securities and Exchange Commission or of any
other governmental regulatory body, which the Committee shall, in its absolute discretion, deem
necessary or advisable; and
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(c) The obtaining of any approval or other clearance from any state or federal governmental
agency which the Committee shall, in its absolute discretion, determine to be necessary or
advisable; and
(d) The receipt by the Company of full payment for such shares, including payment of all
amounts which, under federal, state or local tax law, the Company (or other employer corporation)
is required to withhold upon exercise of the Option; and
(e) The lapse of such reasonable period of time following the exercise of the Option as the
Committee may from time to time establish for reasons of administrative convenience.
4.5 Rights as Stockholder. The holder of the Option shall not be, nor have any of the
rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the
exercise of any part of the Option unless and until certificates representing such shares shall
have been issued by the Company to such holder.
ARTICLE V.
OTHER PROVISIONS
5.1 Administration. The Committee shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation and application of the
Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions
taken and all interpretations and determinations made by the Committee in good faith shall be final
and binding upon the Optionee, the Company and all other interested persons. No member of the
Committee shall be personally liable for any action, determination or interpretation made in good
faith with respect to the Plan, this Agreement or the Option. In its absolute discretion, the
Board may at any time and from time to time exercise any and all rights and duties of the Committee
under the Plan and this Agreement.
5.2 Option Not Transferable.
(a) The Option may not be sold, pledged, assigned or transferred in any manner other than by
will or the laws of descent and distribution or pursuant to a “DRO” (as defined in the Plan),
unless and until the Option has been exercised, or the shares underlying such Option have been
issued, and all restrictions applicable to such shares have lapsed. Neither the Option nor any
interest or right therein shall be liable for the debts, contracts or engagements of the Optionee
or his or her successors in interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any
other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof
shall be null and void and of no effect, except to the extent that such disposition is permitted by
the preceding sentence.
(b) During the lifetime of the Optionee, only the Optionee may exercise the Option (or any
portion thereof), unless it has been disposed of pursuant to a DRO. After the death of the
Optionee, any exercisable portion of an Option may, prior to the time when such
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portion becomes unexercisable under the Plan or the Option Agreement, be exercised by the
Optionee’s personal representative or by any person empowered to do so under the deceased
Optionee’s will or under the then applicable laws of descent and distribution.
(c) Notwithstanding the foregoing provisions of this Section 5.2 of the Plan, and subject to
the requirements of Section 260.140.41 of Title 10 of the California Code of Regulations (to the
extent applicable), the Option may be transferred by the Optionee, in writing and with prior
written notice to the Committee, to any one or more Permitted Transferees (as defined below),
subject to the following terms and conditions: (i) the Option, as transferred to a Permitted
Transferee, shall not be assignable or transferable by the Permitted Transferee other than by will
or the laws of descent and distribution; (ii) the Option, as transferred to a Permitted Transferee,
shall continue to be subject to all the terms and conditions of the Option as applicable to the
Optionee (other than the ability to further transfer the Option); and (iii) the Optionee and the
Permitted Transferee shall execute any and all documents requested by the Committee, including,
without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee,
(B) satisfy any requirements for an exemption for the transfer under applicable federal and state
securities laws and (C) evidence the transfer. For purposes of this subsection (c), “Permitted
Transferee” shall mean, with respect to the Optionee, any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the Optionee’s household (other than a tenant or employee), a
trust in which these persons (or the Optionee) control the management of assets, and any other
entity in which these persons (or the Optionee) own more than fifty percent (50%) of the voting
interests, or any other transferee specifically approved by the Committee after taking into account
any state or federal tax or securities laws applicable to transferable Non-Qualified Stock Options.
5.3 Lock-Up Period. The Optionee hereby agrees that, if so requested by the Company
or any representative of the underwriters (the “Managing Underwriter”) in connection with any
registration of the offering of any securities of the Company under the Securities Act, the
Optionee shall not sell or otherwise transfer any shares of Common Stock or other securities of the
Company during such period as may be requested in writing by the Managing Underwriter and agreed to
in writing by the Company (which period shall not be longer than 180 days) (the “Market Standoff
Period”) following the effective date of a registration statement of the Company filed under the
Securities Act; provided, however, that such restriction shall apply only to the first registration
statement of the Company to become effective under the Securities Act that includes securities to
be sold on behalf of the Company to the public in an underwritten public offering under the
Securities Act.
5.4 Restrictive Legends and Stop-Transfer Orders.
(a) The share certificate or certificates evidencing the shares of Common Stock purchased
hereunder shall be endorsed with any legends that may be required by state or federal securities
laws.
(b) The Optionee agrees that, in order to ensure compliance with the restrictions referred to
herein, the Company may issue appropriate “stop transfer” instructions to
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its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.
(c) The Company shall not be required: (i) to transfer on its books any shares of Common
Stock that have been sold or otherwise transferred in violation of any of the provisions of this
Agreement, or (ii) to treat as owner of such shares of Common Stock or to accord the right to vote
or pay dividends to any purchaser or other transferee to whom such shares shall have been so
transferred.
5.5 Shares to Be Reserved. The Company shall at all times during the term of the
Option reserve and keep available such number of shares of Common Stock as will be sufficient to
satisfy the requirements of this Agreement.
5.6 Notices. Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of the Secretary, and any notice to be given to the
Optionee shall be addressed to the Optionee at the address given beneath the Optionee’s signature
hereto. By a notice given pursuant to this Section 5.6, either party may hereafter designate a
different address for notices to be given to that party. Any notice which is required to be given
to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal
representative if such representative has previously informed the Company of such representative’s
status and address by written notice under this Section 5.6. Any notice shall be deemed duly given
when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with
postage prepaid) in a post office or branch post office regularly maintained by the United States
Postal Service.
5.7 Titles. Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of this Agreement.
5.8 Construction. This Agreement shall be administered, interpreted and enforced
under the laws of the State of California without regard to conflicts of laws thereof.
5.9 Conformity to Securities Laws. The Optionee acknowledges that the Plan is
intended to conform to the extent necessary with all provisions of the Securities Act and the
Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange
Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein
to the contrary, the Plan shall be administered, and the Option is granted and may be exercised,
only in such a manner as to conform to such laws, rules and regulations. To the extent permitted
by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.
5.10 Amendments, etc. This Agreement may not be modified, amended, or terminated
except by an instrument in writing, signed by the Optionee or such other person as may be permitted
to exercise the Option pursuant to Section 4.1 and by a duly authorized representative of the
Company.
(Signature page follows)
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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.
| GEN-PROBE INCORPORATED | ||||
| By: | ||||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President and Chief Executive Officer |
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Optionee’s Social Security Number: |
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EXHIBIT A
Optionee’s Name:
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Optionee’s Address: |
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Optionee’s Social Security Number:
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Date of Grant:
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Vesting Commencement Date:
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1. Pursuant to Section 2.1 of the Agreement, the Company grants an option to purchase any part
or all of an aggregate of ______shares of Common Stock (“Option Shares”) at a price per
share of $______upon the terms and conditions set forth in the Agreement.
2. In accordance with Section 3.1(a) of the Agreement, the Option Shares shall vest and become
exercisable in cumulative installments, rounded down to the nearest whole number of shares, as
follows:
(a) One-fourth (1/4) of the Option Shares will vest one year after the Vesting
Commencement Date.
(b) The remainder of the Option Shares will vest monthly thereafter over the following
three (3) years at a rate of 1/48th of the shares each month.
In accordance with Section 3.1(b) of the Agreement, no portion of the Option which has not become
vested and exercisable at Termination of Employment shall thereafter become vested and exercisable,
except as may be otherwise provided by the Committee.
3. Capitalized terms not otherwise defined herein shall have the meanings assigned thereto in
the Agreement.
Exhibit A
EXHIBIT B
FORM OF EXERCISE NOTICE
Gen-Probe Incorporated
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▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Corporate Secretary
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Corporate Secretary
Re: Exercise of Stock Option
Ladies and Gentlemen:
1. Exercise of Option. The undersigned Optionee, ______, was granted an
option (the “Option”) to purchase shares of the Common Stock, par value $0.0001 per share (“Common
Stock”), of Gen-Probe Incorporated, a Delaware corporation (the “Company”), effective as
of______, pursuant to the Non-Qualified Stock Option Agreement, dated ______(the
“Option Agreement”). The undersigned hereby elects to exercise the Option as follows:
The undersigned hereby elects to exercise the Option as to ______shares of the Common
Stock, in accordance with Section 3.1 of the Option Agreement (the “Shares”).
2. Payment. The undersigned has enclosed herewith ______(representing full payment for
such Shares in accordance with Section 4.3 of the Option Agreement). The undersigned authorizes
payroll withholding and otherwise will make adequate provision for the tax withholding obligations
of the Company, if any, with respect to such exercise.
3. Binding Effect. The undersigned agrees that the Shares are being acquired in accordance
with and subject to the terms, provisions and conditions of the Option Agreement set forth therein,
to all of which the undersigned hereby expressly assent. This Agreement shall inure to the benefit
of and be binding upon the heirs, executors, administrators, successors and assigns of the
undersigned.
The undersigned understands that he/she is purchasing the Shares pursuant to the terms of the
Option Agreement, a copy of which the undersigned has received and carefully read and understands.
| Signature | ||||
| Receipt of the above is hereby acknowledged | ||||
| GEN-PROBE INCORPORATED, a Delaware corporation |
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By: |
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Title: |
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Exhibit B