SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement And General Release ("Agreement") is made by and
among SILICON VALLEY BANK (the "BANK") and Silicon Valley Bancshares, the
holding company of the BANK (the "HOLDING COMPANY"), collectively referred to
herein as the "COMPANIES," and ALLYN C. WOODWARD, JR. ("EMPLOYEE"), with respect
to the following facts:
Employee was employed by and associated with each of the Companies; and
The Companies and Employee desire to amicably terminate their employment
relationship; and
NOW THEREFORE, in consideration for the covenants contained herein and
other good and valuable consideration, sufficiency of which is hereby
acknowledged, Employee and the Companies, and each of them, agree as follows:
1. VOLUNTARY RESIGNATION. Employee agrees to resign from his position as
Senior Executive Vice President and Chief Operating Officer of the Bank
effective April 1, 1995.
2. CONSULTING ENGAGEMENT. Bank agrees to engage Employee in a consulting
capacity for a term of nineteen (19) months, beginning April 1, 1995, and
continuing through and including October 31, 1996. In the capacity of
consultant, Employee agrees to be reasonably available to provide appropriate
advisory services to the Bank if and when the Bank requests such services from
Employee, provided that Bank shall reimburse Employee for any and all travel and
other out-of-pocket expenses associated with providing such services. Bank
agrees to pay Employee the sum of Two Hundred Fourteen Thousand Two Hundred
Dollars ($214,200.00) as compensation for any and all services performed by
Employee during the aforesaid term of the consulting engagement. The aforesaid
sum shall be payable to Employee semi-monthly, on the Bank's customary payroll
dates.
3. REIMBURSEMENT OF GROUP MEDICAL, VISION AND DENTAL PREMIUMS. Should
Employee elect to continue the group medical, vision and dental benefits
provided to him prior to the effective date of his resignation (April 1, 1995)
under the provisions of COBRA, the Bank agrees to reimburse Employee for the
cost of COBRA continuation premiums paid by him for such group medical, vision
and dental benefits for the duration of the consulting engagement through and
including October 31, 1996, or the date of any forfeiture of consideration, as
described in Paragraph 8 of this Agreement or the date on which Employee becomes
eligible for coverage under any other Employer's group medical benefits plan,
whichever occurs first.
4. CLUB MEMBERSHIP. Bank agrees to continue to pay Employee's standard
membership dues and fees to the Braeburn Country Club through and including
October 31, 1996, or the date of any forfeiture of consideration, as described
in Paragraph 7 of this Agreement, or the date on which Employee begins
employment with an employer other than the Companies, whichever occurs first.
5. PERSONAL OFFICE EQUIPMENT. Bank hereby conveys to Employee, effective
upon the effective date of this Agreement as defined in Section 20 below, all
right, title and interest in and to the two (2) personal computers, fax machine,
car telephones, and the pictures currently hanging in Employee's office which
Employee has customarily used in the course of his employment with the Companies
prior to the effective date of his resignation.
6. MOVING EXPENSES. Bank agrees to reimburse Employee for the properly
documented actual expense of moving office and personal belongings from
California to Massachusetts, up to a maximum of Six Thousand Dollars
($6,000.00).
7. OUTPLACEMENT. Bank agrees to reimburse Employee for the actual cost
to Employee of reasonable and appropriate outplacement services, in an amount
not to exceed Two Thousand Five Hundred Dollars ($2,500.00).
1
8. FORFEITURE OF CONSIDERATION. Employee agrees that he shall not become
employed, or engage in any self-employment, in competition with the Companies
during the period of the consulting engagement described in Paragraph 2 herein,
without the prior written consent of the Companies and further agrees that such
consent, if obtained, may be granted only in a writing, signed by the Chief
Executive Officer of the Companies. Employee further agrees that should he
undertake any such competitive employment or self-employment without the express
written consent of the Companies, as provided herein, or should he otherwise
breach any other term of this Agreement, that all obligations of the Companies
to provide any compensation or benefits to Employee under Paragraphs 2, 3 and 4
of this Agreement shall be forfeited and waived by Employee, and the Companies
shall be under no further obligation to Employee in connection with the
provisions of those aforesaid paragraphs. For the purpose of this Agreement,
the terms "competitive" or "in competition with" shall mean providing, or
attempting to provide, products or services similar to those provided by the
Companies to existing or prospective clients of the Companies. Notwithstanding
the foregoing, it is expressly agreed that Employee may be employed by (a) an
investment banking firm, (b) a professional search firm, (c) an accounting firm,
or (d) a venture capital firm without obtaining the prior written consent of the
Chief Executive Officer of the Companies. Employee and Bank shall make their
best efforts to provide referrals to each other.
9. STOCK OPTIONS. Attached hereto and incorporated by reference herein
as Exhibit A is a list of all stock options owned and held by Employee as of the
effective date of this Agreement. During the period of consulting engagement
described in Paragraph 2 of this Agreement, all stock options held by Employee
shall continue to be outstanding and shall vest in accordance with their
respective terms under which such stock options were issued. Employee
acknowledges and agrees that upon termination of Employee's consulting
engagement as described in Paragraph 2 herein for any reason (including pursuant
to Section 8 of this Agreement), all then-unvested options shall lapse, and
further that all then unexercised but vested rights under all such stock options
shall lapse three (3) months following termination.
10. PAYMENT OF VESTED BENEFITS. As of the effective date of this
Agreement, all accrued and unused vacation, less applicable withholding and
Employee-designated deductions, shall be paid to Employee on April 1, 1995.
Employee's vested benefits under the Companies' Employee Stock Ownership Plan,
Employee Stock Purchase Plan, and 401K Plan shall be distributed to Employee in
accordance with applicable provisions of the plan documents governing such
distribution. Employee acknowledges and understands that he is not entitled
under the terms of this Agreement to continued participation in any other group
benefit plans provided to him by the Companies prior to April 1, 1995 including
but not limited to Employee Stock Ownership Plan, Employee Stock Purchase Plan,
group long-term disability benefits and group life insurance.
11. PAYMENT OF WAGES DUE. Employee acknowledges and represents that the
consideration for this Agreement is not accrued salary, wages or vacation, and
is in excess of any established severance practice or policy of the Companies,
and further acknowledges that California Labor Code Section 206.5 is not
applicable to this Agreement or to the parties hereto. That section provides in
pertinent part:
No employer shall require the execution of any
release of any claim or right on account of wages
due, or to become due, or made as an advance on
wages to be earned, unless payment of such wages
has been made.
12. RELEASE. Except as expressly set forth herein, Employee agrees that
the foregoing consideration represents settlement in full of all outstanding
obligations owed to Employee by the Companies. Employee, on behalf of himself
and his heirs, executors, and assigns, hereby fully and forever releases
Companies and their officers, directors, employees, predecessor, subsidiary and
successor corporations, and assigns, of and from, and agrees not to sue
concerning, any claim, duty, obligation or cause of action relating to any
matters of any kind, whether presently known or unknown, suspected or
unsuspected, that he may possess arising from any omissions, acts or facts that
have occurred up to and including the effective date (as defined below) of this
Agreement, including, without limitation,
(a) any and all claims relating to or arising from Employee's
employment and/or termination of employment with the Companies;
(b) any and all claims for violation of any federal, state or
municipal statute, including but not limited to Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment
Act of 1967,
2
the Americans With Disabilities Act of 1990, the Employee Retirement Income
Security Act, and the California Fair Employment and Housing Act;
(c) any and all claims arising out of any other laws and regulations
relating to employment or employment discrimination.
13. SECTION 1542 WAIVER. The provisions of Section 1542 of the Civil Code
of the State of California are expressly waived by Employee, and Employee
understands that it provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR
AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.
14. COVENANT NOT TO SUE. Employee specifically acknowledges that this
Agreement shall operate as a complete bar to any litigation, charges,
complaints, grievances or demands of any kind whatsoever, relating to the
matters described in Section 12 herein.
15. NON-ADMISSION. Employee understands and acknowledges that this
Agreement constitutes a compromise and settlement of all differences between
Employee and the Companies, that the liability for any and all claims has been
and is denied by the Companies, and this final compromise and settlement of all
claims shall never be deemed to be, nor construed as, an admission of liability
or responsibility by either party to the other party or to any third party, at
any time for any purpose.
16. CONFIDENTIALITY. The Companies and Employee agree to use their best
efforts to maintain in confidence the existence of this Agreement and its terms
and conditions, and the consideration for this Agreement. The Companies and
Employee agree to take every reasonable precaution to prevent disclosure of any
of the terms and conditions of this Agreement to any third party, and further
agree that there will be no publicity, directly or indirectly, concerning this
Agreement or any of its terms and conditions unless agreed to by the Companies
and Employee or unless they are legally compelled to do so. The Companies and
Employee further agree to take every precaution to disclose information
concerning this Agreement only to those employees, officers, directors,
attorneys, accountants, governmental entities, and family members who have a
reasonable need to know of such information. Notwithstanding the foregoing
nothing in this Agreement shall be construed to prevent the Companies from
disclosing this Agreement or any of its terms in a proxy statement or to
government regulatory agencies.
17. INDEMNIFICATION. The Companies shall indemnify Employee to the
maximum extent permitted under the Companies' By-Laws, the California
Corporations Code and Directors and Officers Liability Insurance and Financial
Institutions Bond maintained by the Companies. The provisions of this paragraph
shall inure to the benefit of Employee's estate, executor, administrator, heirs,
legatees and devisees.
18. NO DISPARAGEMENT. The Companies and Employee agree to refrain from
taking any action or making any statement of any type which disparages,
criticizes, harms, tends to harm, inconveniences, embarrasses, is against the
best interest of, or brings into disrepute each other, or the employees,
officers, directors, and family members of each other.
19. TAX CONSEQUENCES. The Companies make no representations or warranties
with respect to the tax consequences to Employee under the terms of the
Agreement. Employee and the Companies agree that all sums paid under Paragraph
2 of this Agreement shall be subject to normal federal and state payroll tax
withholding.
20. NO RELIANCE ON REPRESENTATIONS. The Companies and Employee represent
that each has had the opportunity to consult with an attorney, and has carefully
read and understand the scope and effect of the provisions of this Agreement.
In entering into this Agreement, the Companies and Employee each rely upon their
own judgment and have not been influenced by any statement made by the other or
by any person representing or employed by the other.
21. SEPARABILITY. Should any part, term or provision of this Agreement be
declared or determined by any Court or other tribunal to be illegal, invalid or
unenforceable, any illegal, invalid or unenforceable part, term or provision
shall be
3
deemed stricken from this Agreement and all of the other parts, terms and
provisions of this Agreement shall remain in full force and effect to the
fullest extent permitted by law.
22. EFFECTIVE DATE. The Companies and Employee agree that Employee shall
have the right to revoke this Agreement for a period of seven (7) calendar days
after signing it, and that this Agreement shall become effective on the eighth
(8th) calendar day after Employee has signed this Agreement.
23. HEADINGS. The various headings in this Agreement are inserted for
convenience only and shall not be deemed a part of or in any manner affect this
Agreement or any provision hereof.
24. BREACH OF AGREEMENT/ARBITRATION. In the event of a breach of the
representations or the obligations set forth in this Agreement, the sole and
exclusive remedy for such breach shall be through final and binding arbitration,
in which the prevailing party shall be entitled to recover all provable damages,
consequential or otherwise, in addition to such other remedies as may be
available under this Agreement, at law or in equity. Any arbitration hearing
under this provision shall be held in the County of Santa Clara, California.
25. COSTS AND ATTORNEYS' FEES. Should any action be brought to enforce
any of the terms or conditions of this Agreement, the prevailing party shall be
entitled to recover all costs and expenses incurred in the prosecution or
defense of that action, including attorneys' fees. Except as provided in this
section, the parties shall bear their own attorneys' fees and costs incurred
herein. Notwithstanding the foregoing, the Companies agree to reimburse
Employee for attorneys' fees incurred by Employee in connection with the
negotiation of this Agreement, up to a maximum of Seven Thousand Five Hundred
Dollars ($7,500.00).
26. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of California.
27. MATERIALITY. This Agreement would not have been agreed upon but for
the inclusion of each and every one of its conditions.
28. AUTHORITY. The Companies represent and warrant that the undersigned
has the authority to act on behalf of the Companies and to bind the Companies
and all who may claim through it to the terms and conditions of this Agreement.
Employee represents and warrants that he has the capacity to act on his own
behalf and on behalf of all who might claim through him to bind them to the
terms and conditions of this Agreement. Each party warrants and represents that
there are no liens or claims of lien or assignments in law or equity or
otherwise of or against any of the claims or causes of actions released herein.
29. NO ORAL MODIFICATION. This Agreement may only be amended in writing,
signed by both Employee and the Chief Executive Officer of the Companies.
30. VOLUNTARY EXECUTION OF AGREEMENT. Employee agrees that this Agreement
is executed by him voluntarily and without any duress or undue influence on the
part or behalf of the parties hereto, with the full intent of releasing all
claims. Employee acknowledges that: (a) he has read this Agreement; (b) he has
been given a reasonable period of time to consider the legal effects of this
Agreement; (c) he has been represented in the preparation, negotiation, and
execution of this Agreement by legal counsel of his own choice; (d) he
understands the terms and consequences of this Agreement and of the releases it
contains; and (e) he is fully aware of the legal and binding effect of this
Agreement.
31. SUCCESSORS. This Agreement and the respective rights and obligations
of the parties hereunder shall inure to the benefit of, and be binding upon,
their respective successors, assigns and legal representatives. This provision
with respect to Employee's right of successorship shall, however, inure only to
the benefit of Employee's estate, executor, administrator, and heirs.
32. ENTIRE AGREEMENT. This Agreement represents the entire agreement and
understanding between the Companies and Employee, and supersedes and replaces
any and all prior agreements and understandings between Employee and the
Companies.
4
IN WITNESS WHEREOF, the parties have executed this Agreement as of the 1st
day of April, 1995.
ALLYN C. WOODWARD, JR., an individual
s/ Allyn C. Woodward, Jr.
-------------------------------------
SILICON VALLEY BANCSHARES
By: s/ John C. Dean, Jr.
--------------------------------
John C. Dean, Jr.
President and Chief Executive Officer
SILICON VALLEY
By: s/ John C. Dean, Jr.
--------------------------------
John C. Dean, Jr.
President and Chief Executive Officer
5
Exhibit A
Silicon Valley Bancshares STOCK OPTION PERSONNEL SUMMARY AS OF 03/29/95
Allyn C. Woodward, Jr. ID: ###-##-#### [Executive] Form: HRCm10
14 Meadowbrook Road Location: Santa Clara Date: 3/29/95
Wellesley, MA 02181 Department: Lending DivAdmin Time: 9:29:54
Grant Grant Plan/
Number Date Type Granted Price Exercised Vested Cancelled Unvested Outstanding Exercisable
------ -------- -------- ------- ------ ---------- ------ --------- -------- ----------- -----------
000158 10/16/90 1989/ISO 22,050 $ 6.80 3,385 22,050 0 0 18,665 18,665
000179 04/09/91 1989/ISO 6,615 $12.70 0 6,615 0 0 6,615 6,615
000183 10/15/91 1989/ISO 4,200 $11.43 0 4,200 0 0 4,200 4,200
000202 05/19/92 1989/ISO 6,000 $12.25 0 4,020 0 1,980 6,000 4,020
000210 08/11/92 1989/ISO 7,400 $9.13 0 4,958 0 2,442 7,400 4,958
000211 08/11/92 1989/NQ 22,600 $9.13 0 15,142 0 7,458 22,600 15,142
000238 01/11/93 1989/ISO 8,429 $8.88 0 5,648 0 2,781 8,429 5,648
000239 01/11/93 1989/NQ 14,071 $8.88 0 9,428 0 4,643 14,071 9,428
000338 01/25/94 1989/ISO 9,509 $9.88 0 2,909 0 6,600 9,509 2,909
000339 01/25/94 1989/NQ 491 $9.88 0 491 0 0 491 491
000442 01/24/95 1989/RSP 4,287 $13.63 4,287 4,287 0 0 0 0
------- ------ ----- ------ ------- ------ ------ ------
105,652 [$9.34] 7,672 79,748 0 25,904 97,980 72,076
---------------------------------------------------------------------------------------------------------------------------
EMPLOYEE STOCK OPTION SUMMARY Silicon Valley Bancshares
ID: ###-##-#### [Executive] As of 03/29/95
Allyn C. Woodward, Jr. Location: Santa Clara Total Shares Currently Exercisable: 72,076
14 Meadowbrook Road Department: Lending DivAdmin Total Option Price: $659,125.87
Wellesley, MA 02181
------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000158 Grant Date: 10/16/90 Shares: 22,050 Price: $6.80 Plan: 1989 Type: Incentive Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule: Transactions Cancellations Splits
Granted Full Vest Exercisable Total Price Expires Date Type Shares Value Date Reason Shares Ratio Date
------------------------------------------------------------------------------------------------------------------------------------
11,025 04/16/91 7,640 $ 51,952.00 04/16/95* 12/5/94 Cash 3,385 $12.00 1.050/1 05/15/91
Exercise
11,025 04/16/92 11,025 $ 74,970.00 04/16/95* 1.050/1 05/18/92
------ ------ -----------
22,050 18,665 $126,922.00
* Option Expires in Current Year
------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000179 Grant Date: 04/09/91 Shares: 6,615 Price: $12.70 Plan: 1989 Type: Incentive Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule: Transactions Cancellations Splits
Granted Full Vest Exercisable Total Price Expires Date Type Shares Value Date Reason Shares Ratio Date
------------------------------------------------------------------------------------------------------------------------------------
1,654 04/09/91 1,654 $20,997.92 04/09/96 1.050/1 05/15/91
1,654 04/09/92 1,654 $20,997.92 04/09/96 1.050/1 05/18/92
1,654 04/09/93 1,654 $20,997.92 04/09/96
1,653 04/09/94 1,653 $20,985.23 04/09/96
----- ----- ----------
6,615 6,615 $83,978.99
---------------------------------------------------------------------------------------------------------------------------
EMPLOYEE STOCK OPTION SUMMARY Silicon Valley Bancshares
ID: ###-##-#### [Executive] As of 03/29/95
Allyn C. Woodward, Jr. Location: Santa Clara Total Shares Currently Exercisable: 72,076
14 Meadowbrook Road Department: Lending DivAdmin Total Option Price: $659,125.87
Wellesley, MA 02181
------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000183 Grant Date: 10/15/91 Shares: 4,200 Price: $11.43 Plan: 1989 Type: Incentive Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule: Transactions Cancellations Splits
Granted Full Vest Exercisable Total Price Expires Date Type Shares Value Date Reason Shares Ratio Date
------------------------------------------------------------------------------------------------------------------------------------
2,100 10/15/92 2,100 $24,000.00 10/15/96 1.050/1 05/18/92
2,100 10/15/93 2,100 $24,000.00 10/15/96
----- ----- ----------
4,200 4,200 $48,000.00
------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000202 Grant Date: 05/19/92 Shares: 6,000 Price: $12.25 Plan: 1989 Type: Incentive Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule: Transactions Cancellations Splits
Granted Full Vest Exercisable Total Price Expires Date Type Shares Value Date Reason Shares Ratio Date
------------------------------------------------------------------------------------------------------------------------------------
2,040 05/19/93 2,040 $24,990.00 05/19/97
1,980 05/19/94 1,980 $24,255.00 05/19/97
1,980 05/19/95 0 $ 0.00 05/19/97
----- ----- ----------
6,000 4,020 $49,245.00
---------------------------------------------------------------------------------------------------------------------------
EMPLOYEE STOCK OPTION SUMMARY Silicon Valley Bancshares
ID: ###-##-#### [Executive] As of 03/29/95
Allyn C. Woodward, Jr. Location: Santa Clara Total Shares Currently Exercisable: 72,076
14 Meadowbrook Road Department: Lending DivAdmin Total Option Price: $659,125.87
Wellesley, MA 02181
------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000210 Grant Date: 08/11/92 Shares: 7,400 Price: $9.13 Plan: 1989 Type: Incentive Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule: Transactions Cancellations Splits
Granted Full Vest Exercisable Total Price Expires Date Type Shares Value Date Reason Shares Ratio Date
------------------------------------------------------------------------------------------------------------------------------------
2,516 08/11/93 2,516 $22,971.08 08/11/97
2,442 08/11/94 2,442 $22,295.46 08/11/97
2,442 08/11/95 0 $ 0.00 08/11/97
----- ----- ----------
7,400 4,958 $45,266.54
------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000211 Grant Date: 08/11/92 Shares: 22,600 Price: $9.13 Plan: 1989 Type: Non-Qualified Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule: Transactions Cancellations Splits
Granted Full Vest Exercisable Total Price Expires Date Type Shares Value Date Reason Shares Ratio Date
------------------------------------------------------------------------------------------------------------------------------------
7,684 08/11/93 7,684 $ 70,154.92 08/11/97
7,458 08/11/94 7,458 $ 68,091.54 08/11/97
7,458 08/11/95 0 $ 0.00 08/11/97
------ ------ -----------
22,600 15,142 $138,246.46
---------------------------------------------------------------------------------------------------------------------------
EMPLOYEE STOCK OPTION SUMMARY Silicon Valley Bancshares
ID: ###-##-#### [Executive] As of 03/29/95
Allyn C. Woodward, Jr. Location: Santa Clara Total Shares Currently Exercisable: 72,076
14 Meadowbrook Road Department: Lending DivAdmin Total Option Price: $659,125.87
Wellesley, MA 02181
------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000238 Grant Date: 01/11/93 Shares: 8,429 Price: $8.88 Plan: 1Type: Incentive Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule: Transactions Cancellations Splits
Granted Full Vest Exercisable Total Price Expires Date Type Shares Value Date Reason Shares Ratio Date
------------------------------------------------------------------------------------------------------------------------------------
2,866 01/11/94 2,866 $25,450.08 01/11/98
2,782 01/11/95 2,782 $24,704.16 01/11/98
2,781 01/11/96 0 $0.00 01/11/98
----- ----- ----------
8,429 5,648 $50,154.24
------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000239 Grant Date: 01/11/93 Shares: 14,071 Price: $8.88 Plan: 1989 Type: Non-Qualified Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule: Transactions Cancellations Splits
Granted Full Vest Exercisable Total Price Expires Date Type Shares Value Date Reason Shares Ratio Date
------------------------------------------------------------------------------------------------------------------------------------
4,785 01/11/94 4,785 $42,490.80 01/11/98
4,643 01/11/95 4,643 $41,229.84 01/11/98
4,643 01/11/96 0 $ 0.00 01/11/98
------ ----- ----------
14,071 9,428 $83,720.64
---------------------------------------------------------------------------------------------------------------------------
EMPLOYEE STOCK OPTION SUMMARY Silicon Valley Bancshares
ID: ###-##-#### [Executive] As of 03/29/95
Allyn C. Woodward, Jr. Location: Santa Clara Total Shares Currently Exercisable: 72,076
14 Meadowbrook Road Department: Lending DivAdmin Total Option Price: $659,125.87
Wellesley, MA 02181
------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000338 Grant Date: 01/25/94 Shares: 9,509 Price: $9.88 Plan: 1Type: Incentive Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule: Transactions Cancellations Splits
Granted Full Vest Exercisable Total Price Expires Date Type Shares Value Date Reason Shares Ratio Date
------------------------------------------------------------------------------------------------------------------------------------
2,909 01/25/95 2,909 $28,740.92 01/25/99
3,300 01/25/96 0 $ 0.00 01/25/99
3,300 01/25/97 0 $ 0.00 01/25/99
----- ----- ----------
9,509 2,909 $28,740.92
------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000339 Grant Date: 01/25/94 Shares: 491 Price: $9.88 Plan: 1989 Type: Non-Qualified Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule: Transactions Cancellations Splits
Granted Full Vest Exercisable Total Price Expires Date Type Shares Value Date Reason Shares Ratio Date
------------------------------------------------------------------------------------------------------------------------------------
491 01/25/95 491 $4,851.08 01/25/99
------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000442 Grant Date: 01/24/95 Shares: 4,287 Price: $13.63 Plan: 1989 Type: Restricted Stock Purchase
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule: Transactions Cancellations Splits
Granted Full Vest Exercisable Total Price Expires Date Type Shares Value Date Reason Shares Ratio Date
------------------------------------------------------------------------------------------------------------------------------------
4,287 01/24/95 0 $0.00 01/24/95 Cash 4,287 $13.63
Exercise