EXHIBIT 10.22
THE UCAR INTERNATIONAL INC.
MANAGEMENT STOCK OPTION PLAN
This Management Stock Option Plan was originally adopted by
the Board of Directors of UCAR International Inc., a Delaware corporation (the
"Company"), as of the Effective Date (as defined below). It was subsequently
amended. This document (the "Plan") restates in one document this Management
Stock Option Plan as amended through March 30, 1998.
ARTICLE I
PURPOSE OF PLAN
The Plan has been adopted by the Board to provide for the
grant of certain stock options under certain circumstances to certain management
employees and non-employee directors of the Company and its Subsidiaries as a
part of the compensation and incentive arrangements for such employees and
directors. The Plan is intended to advance the best interests of the Company by
allowing such persons to acquire an ownership interest in the Company, thereby
motivating them to contribute to the success of the Company and to remain in the
employ or service of the Company and its Subsidiaries. It is anticipated that
the availability of stock options under the Plan will also enhance the Company's
and its Subsidiaries' ability to attract and retain individuals of exceptional
talent to contribute to the sustained progress, growth and profitability of the
Company.
ARTICLE II
DEFINITIONS
For purposes of the Plan, except where the context clearly
indicates otherwise, the following terms shall have the meanings set forth
below:
"ACCELERATION EVENT" shall mean an event with respect to which
the Plan provides for the acceleration of the exercisability of Options, as
provided in Section 5.3.
"AFFILIATE" shall mean, with respect to any Person, (i) any
other Person that directly or indirectly Controls, is Controlled by or is under
common Control with such Person, or (ii) any director, officer, partner or
employee of such Person or any Person specified in clause (i) above.
"BOARD" shall mean the Board of Directors of the Company.
"CAUSE" , if relevant to a particular Participant, shall have
the meaning of "Cause" set forth in such Participant's Option Agreement.
"CEO" shall mean the Chief Executive Officer of the Company.
"CHANGE OF CONTROL" shall mean:
(i) the date that any "person" (as such term is used
in Section 13(d) and 14(d) of the Exchange Act) is or becomes
the beneficial owner (as defined below, except that such
person shall be deemed to have "beneficial ownership" of all
shares that any such person has the right to acquire, whether
such right is exercisable immediately or only after the
passage of time), directly or indirectly, of more than 35% of
the total voting power of the Company; or
(ii) the date, following the expiration of any period
of two consecutive years, that individuals, who at the
beginning of such period constituted the Board of Directors of
the Company (together with any new directors whose election by
such Board of Directors whose nomination for election by the
shareholders of the Company was approved by a vote of 66-2/3%
of the directors of the Company then still in office who were
either directors at the beginning of such period or whose
election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the
Board of Directors of the Company then in office.
For purposes of clause (i), "beneficial owner" has the same meaning as defined
in Rules 13d-3 and 13d-5 under the Exchange Act, which shall in any event
include having the power to vote (or cause to be voted at such person's
direction) pursuant to contract, irrevocable proxy or otherwise, directly or
indirectly, voting power of the Company.
"CODE" shall mean the Internal Revenue Code of 1986, as
amended, and any successor statute.
"COMMITTEE" shall mean the Organization and Compensation
Committee of the Board.
"COMMON STOCK" shall mean the common stock of the Company, par
value $.01.
"COMPANY" shall mean UCAR International Inc., a Delaware
corporation.
"CONTROL" (including, with correlative meaning, all
conjugations thereof) shall mean with respect to any Person, the ability of
another Person to control or direct the actions or policies of such first
Person, whether by ownership of voting securities, by contract or otherwise.
"CUMULATIVE EBITDA" shall mean with respect to any Performance
Option, the sum of the EBITDA for the period commencing on the Grant Date and
ending on the last day of the Plan Year preceding the Determination Date.
"CUMULATIVE EBITDA TARGETS" shall mean with respect to any
Performance Option, the sum of the EBITDA Targets for the period commencing on
the Grant Date and ending on the last day of the Plan Year preceding the
Determination Date.
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"DETERMINATION DATE" shall mean the last day of the Plan Year.
"DIRECTOR" shall mean any individual who is a member of the
Board and who is not an employee of the Company or a Subsidiary.
"DISABILITY" shall mean the inability of a Participant to
perform in all material respects his duties and responsibilities to the Company,
or any Subsidiary of the Company, by reason of a physical or mental disability
or infirmity which inability is reasonably expected to be permanent and has
continued (i) for a period of six consecutive months, or (ii) such shorter
period as the Company may determine. A Participant (or his representative) shall
furnish the Company with satisfactory medical evidence documenting the
Participant's disability or infirmity.
"EBITDA" shall mean, with respect to the Company and its
Subsidiaries on a consolidated basis for any period, the consolidated net income
of the Company and its Subsidiaries for such period, as determined in accordance
with generally accepted accounting principles consistently applied, PLUS, to the
extent deducted in computing such consolidated net income, without duplication,
the sum of (a) income tax expenses and withholding tax expenses incurred in
connection with cross-border transactions involving non-domestic Subsidiaries,
(b) interest expense, (c) depreciation expense and amortization expense, (d) any
special charges and any extraordinary or non-recurring losses, (e) monitoring
and management fees paid to Blackstone, (f) other noncash items reducing
consolidated net income, and (h) noncash exchange, translation on performance
losses relating to any foreign currency hedging transactions or currency
fluctuations, MINUS, to the extent added in computing such consolidated net
income, without duplication, (i) interest income, (ii) extraordinary or
non-recurring gains, (iii) other noncash items increasing consolidated net
income, (iv) noncash exchange, translation or performance gains relating to any
foreign currency hedging transactions or currency fluctuations, and (v) all
non-cash pension accruals related to FAS `87; PROVIDED that all effects of the
Recapitalization shall be eliminated in computing EBITDA.
"EBITDA TARGET" shall mean with respect to each Plan Year, the
amount set forth in the following table opposite such Plan Year:
Plan Year Ending EBITDA Target
---------------- -------------
December 31, 1995 $ 216,900,000
December 31, 1996 $ 223,400,000
December 31, 1997 $ 256,600,000*
December 31, 1998 $ 271,700,000*
December 31, 1999 $ 287,800,000*
and such other targets as are established by the Committee after consultation
with the CEO with respect to subsequent Plan Years. Asterisked EBITDA Targets
shall not be more than the stated amount but may be adjusted downward by the
Committee, in its sole discretion and shall otherwise be subject to the
provisions of Section 10.3.
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"EFFECTIVE DATE" shall mean the Recapitalization Closing Date.
"EMPLOYEE" shall mean any employee of the Company or any of
its Subsidiaries and, unless otherwise indicated, any Director.
"EMPLOYEE LOAN" shall mean any loan made to a Participant on
the Recapitalization Closing Date to assist the Participant in paying certain
income tax liability.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended.
"EXERCISABLE PERCENTAGE" shall mean, with respect to any
Option, the cumulative percentage of the total number of Shares subject to such
Option (measured as of the Grant Date) which a Participant has the right to
receive upon exercising the Option.
"EXERCISE PRICE" shall mean the amount that a Participant must
pay to exercise an Option with respect to one share of Common Stock subject to
such Option, as determined in Section 4.2.
"FAIR MARKET VALUE" shall mean, with respect to any Common
Stock, the average of the high and low trading prices of the 20 business days
immediately preceding the day of the valuation.
"GOOD REASON" , if relevant to a particular Participant, shall
have the meaning of "Good Reason" set forth in such Participant's Option
Agreement.
"GRANT DATE" shall mean with respect to the initial grant of
Options hereunder, the Recapitalization Closing Date, and thereafter shall mean
the date an Option is granted pursuant to this Plan.
"OPTION" shall mean, with respect to any Participant, (a) any
Time Option or Performance Option, and (b) any option, warrant or right to
acquire shares of the capital stock of the Company issued in respect of an
option referred to in clause (a) above, by way of distribution or in connection
with a merger, consolidation, reorganization or other recapitalization.
"OPTION AGREEMENT" shall mean the Option Agreement between a
Participant and the Company, substantially in the form of agreement attached
hereto as Exhibit A.
"OPTION SHARES" shall mean, with respect to any Participant,
(a) any shares of Common Stock (or other shares of capital stock of the Company)
issuable or issued by the Company upon exercise of any Option by such
Participant, and (b) any shares of the capital stock of the Company issuable or
issued in respect of any of the securities described in clause (a) above, by way
of stock dividend, stock split, merger, consolidation, reorganization or other
recapitalization.
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"PARTICIPANT" shall mean any individual who holds an
outstanding Option granted under this Plan.
"PERFORMANCE OPTIONS" shall mean the Options described in
Section 5.2 hereof.
"PERSON" shall mean an individual, a partnership, a
corporation, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization and a governmental entity or any department, agency
or political subdivision thereof.
"PLAN" shall mean this Management Stock Option Plan, as
amended from time to time.
"PLAN YEAR" shall mean initially the short plan year beginning
January 26, 1995 and ending on December 31, 1995, and thereafter each of the
calendar years from 1996 through 2007.
"PUBLIC OFFERING" shall mean the sale of shares of Common
Stock pursuant to an effective registration statement under the Securities Act,
which results in an active trading market in Common Stock. If the Common Stock
is listed on a national securities exchange or is quoted on the NASDAQ National
Market, it shall be deemed to be actively traded.
"RECAPITALIZATION" shall mean the recapitalization of the
Company pursuant to the Recapitalization Agreement.
"RECAPITALIZATION AGREEMENT" shall mean the agreement dated as
of November 14, 1994 among Union Carbide Corporation, a New York corporation,
Mitsubishi Corporation, a Japanese corporation, the Company, and UCAR
International Acquisition Inc., a Delaware corporation.
"RECAPITALIZATION CLOSING DATE" shall mean the Closing Date of
the Recapitalization (i.e., January 26, 1995).
"RECAPITALIZATION PRICE" shall mean the per share price paid
in the Recapitalization (i.e., $7.60).
"SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.
"SUBSIDIARY" shall mean any corporation of which the Company
owns, directly or through one or more Subsidiaries, a fifty percent (50%) or
more equity interest in such corporation or has the right to nominate fifty
percent (50%) or more of the members of the board of directors or other
governing body of the corporation.
"TIME OPTIONS" shall mean the Options described in Section 5.1
hereof.
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"TRANSFER" shall mean, with respect to any Option, the gift,
sale, assignment, transfer, pledge, hypothecation or other disposition (whether
for or without consideration and whether voluntary, involuntary or by operation
of law) of such Option or any interest therein.
ARTICLE III
LIMITATION ON AVAILABLE OPTION SHARES
3.1 OPTION SHARES. The aggregate number of shares of Common
Stock with respect to which Options may be granted under the Plan shall not
exceed 6 million shares; PROVIDED, HOWEVER, that the aggregate number of shares
of Common Stock with respect to which Options may be granted shall be subject to
adjustment in accordance with the provisions of Section 10.2 below.
3.2 STATUS OF OPTION SHARES. The shares of Common Stock for
which Options may be granted under the Plan may be either authorized and
unissued shares, treasury shares or a combination thereof, as the Committee or
the Board shall determine and shall be reserved by the Committee or the Board
for issuance under this Plan; provided, however, that any of such shares of
Common Stock issued upon exercise of options granted to officers or directors of
the Company on or after March 31, 1998 shall consist of treasury shares which
shall have been previously listed on the New York Stock Exchange. To the extent
any Options are forfeited, expire or are terminated prior to exercise, the
Option Shares in respect of which such Options were issued shall become
available for reissuance to Employees of the Company and its Subsidiaries
pursuant to this Plan or any other plan or agreement approved by the Committee.
ARTICLE IV
GRANT OF OPTIONS
4.1 OPTIONS. Options shall initially be granted by the Board
of Directors. Thereafter, the Committee shall grant Options to Employees (after
consultation with the Chief Executive Officer) and the Board shall grant Options
to Directors. Except as otherwise provided herein, the Committee or the Board
shall establish the terms and conditions applicable to Options granted by it at
the time of grant, which terms and conditions shall be set forth in the relevant
Option Agreement.
4.2 EXERCISE PRICE. The Exercise Price of Options granted
hereunder shall be the Fair Market Value of the Shares subject to the Option,
determined as of the Grant Date. For purposes of the initial grant of Options
hereunder, the Exercise Price of Options shall be the Recapitalization Price.
4.3 FORM OF OPTION. Options granted under this Plan shall be
non-qualified stock options and are not intended to be "incentive stock options"
within the meaning of Section 422 of the Code or any successor provisions.
Options shall be exercisable with respect to the number of Shares covered by the
Option to the extent they become exercisable (as determined pursuant to Article
VI) and shall thereafter be exercisable until they expire or are terminated (as
determined pursuant to Article VIII).
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ARTICLE V
EXERCISABILITY OF OPTIONS
5.1 TIME OPTIONS. Except as otherwise provided in the relevant
Option Agreement or Section 5.3(b), all Time Options granted pursuant to this
Plan shall become exercisable in accordance with the following schedule:
Exercisable Percentages
-----------------------
Prior to December 31, 1995 0%
On or after December 31, 1995 20%
On or after December 31, 1996 40%
On or after December 31, 1997 60%
On or after December 31, 1998 80%
On or after December 31, 1999 100%
5.2 PERFORMANCE OPTIONS. Except as otherwise provided in the
relevant Option Agreement or Section 5.3(b):
(a) Performance Options shall become exercisable with
respect to 20% of the Shares subject to such Option, on each Determination Date
that the Company's EBITDA for a Plan Year equals or exceeds the EBITDA Target
for that Plan Year (and with respect to the first Plan Year, EBITDA for the
entire calendar year).
(b) If, after the Grant Date of a Performance Option, the
Company's EBITDA for a Plan Year is less than 100% of the EBITDA Target for such
Plan Year ( a "Missed Year"), no such Performance Option shall become
exercisable with respect to any additional Shares (the "Missed Shares") on the
Determination Date for such Plan Year. If, in any Plan Year subsequent to a
Missed Year EBITDA exceeds the EBITDA Target for such Plan Year AND Cumulative
EBITDA exceeds the Cumulative EBITDA Targets, then Performance Options shall
become exercisable with respect to the Missed Shares attributable to such Missed
Year (but only to the extent such Option has not otherwise terminated).
5.3 ACCELERATION EVENTS.
(a) Notwithstanding anything in this Article V to the
contrary: Time Options awarded to Employees (other than Directors) shall become
exercisable upon the first to occur of the following Acceleration Events: (i) a
Participant's death or Disability, (ii) a Change of Control, and (iii) to the
extent provided in a Participant's Option Agreement, a Participant's termination
without Cause or resignation for Good Reason; and Time Options awarded to
Directors shall become exercisable upon the first to occur of the following
Acceleration Events: (i) a Director ceases to be a Director on account of death
or Disability or (ii) a Change of Control. The Committee or the Board may, in
its discretion, accelerate the exercisability of Options at any time and for any
reason.
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(b) All outstanding Time Options and Performance Options
(other than Performance Options for the 1999 Plan Year) granted on or before
March 17, 1998 have become vested and exercisable.
ARTICLE VI
EXERCISE OF OPTIONS
6.1 RIGHT TO EXERCISE. During the lifetime of a Participant,
Options may be exercised only by such Participant (except that, in the event of
his Disability, Options may be exercised by his or her legal guardian or legal
representative). In the event of the death of a Participant, exercise of Options
shall be made only by the executor or administrator of the deceased
Participant's estate or the Person or Persons to whom the deceased Participant's
rights under the Option shall pass by will or the laws of descent and
distribution.
6.2 PROCEDURE FOR EXERCISE. Options may be exercised in whole
or in part with respect to any portion that is exercisable. To exercise an
Option a Participant (or such other Person who shall be permitted to exercise
the Option as set forth in Section 6.1) must complete, sign and deliver to the
Company (to the attention of the Company's Secretary) a notice of exercise
substantially in the form attached hereto as ANNEX I (or in such other similar
form as the Committee or the Board may from time to time adopt and provide to a
Participant) (the "EXERCISE NOTICE"), together with payment in full of the
Exercise Price multiplied by the number of shares of Common Stock with respect
to which the Option is exercised. Payment of the Exercise Price shall be made in
cash (including check, bank draft or money order). A Participant's right to
exercise the Option shall be subject to the satisfaction of all conditions set
forth in the Exercise Notice. In lieu of paying the Exercise Price, on or after
an initial Public Offering, upon a Participant's request, with the Committee's
or the Board's consent, the Company shall give the Participant a number of
shares of Common Stock equal to (A) divided by (B) where (A) is the excess of
the (i) the Fair Market Value of a share of Common Stock, over (ii) the Exercise
Price, multiplied by (iii) the number of shares for which the Option is being
exercised, and (B) is the Fair Market Value of a share of Common Stock.
6.3 [Omitted]
6.4 CONDITIONAL EXERCISE IN CONTEMPLATION OF AN ACCELERATION
EVENT. In contemplation of an Acceleration Event, a Participant may
conditionally exercise at least 15 days prior to such event all or a portion of
his Options which are exercisable and which will become exercisable upon the
occurrence of the Acceleration Event. Such conditional exercise shall become
null and void if the anticipated Acceleration Event does not occur within six
(6) months following the date of such conditional exercise. A conditional
exercise shall become binding upon a Participant (and such Participant shall
become obligated to pay the Exercise Price therefor) upon the occurrence of the
Acceleration Event.
6.5 WITHHOLDING OF TAXES. The Company shall withhold from any
Participant from any amounts due and payable by the Company to such Participant
(or secure payment from such Participant in lieu of withholding) the amount of
any withholding or other tax due from the
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Company with respect to any Option Shares issuable under the Plan, and the
Company may defer such issuance unless indemnified to its satisfaction.
ARTICLE VII
EXPIRATION OF OPTIONS
7.1 EXPIRATION DATE. Options shall expire at 5:00 p.m. Eastern
Standard Time on the day prior to the twelfth anniversary of the Grant Date or
upon such earlier time as provided in the Option Agreements (the "Expiration
Date").
7.2 LIMITED STOCK APPRECIATION RIGHT. Upon a Participant's
request, the Company may, in its sole discretion, cancel any Option (in whole or
in part) granted hereunder and pay the affected Participant, the excess of the
(i) the Fair Market Value of a share of Common Stock, over (ii) the Exercise
Price, multiplied by (iii) the number of shares for which the Option is being
cancelled (the "CANCELLATION AMOUNT"); PROVIDED, HOWEVER, that coincident with
any transaction which is reasonably likely to result in a Change of Control the
Company may in its sole discretion, without a Participant's consent, cancel any
Option (in whole or in part) granted hereunder and pay the affected Participant
the Cancellation Amount.
ARTICLE VIII
RIGHTS AND LIMITATIONS
8.1 DIVIDEND EQUIVALENTS.
(a) If the Board declares a special or extraordinary
dividend in connection with a recapitalization, reorganization, restructuring or
other nonrecurring corporate event to the holders of its Common Stock, the
Company shall pay to an escrow account on behalf of each Participant an amount
(the "Dividend Equivalent") equal to the dividend they would have received had
they directly owned each Option Share subject to the Time Options and each
Option Share with respect to which Performance Options are vested.
(b) Upon a Participant's exercise of an Option, the
Company shall offset the Exercise Price of each Option Share subject to Options
in respect of which a Dividend Equivalent was paid by the Dividend Equivalent
set aside with respect to such Option Share. Any Dividend Equivalent in excess
of the Exercise Price shall be paid in cash at the time the dividend is paid.
(c) If the Options of a Participant with respect to which
a Dividend Equivalent is set aside are terminated or cancelled prior to the date
the Options are exercised, the Participant shall forfeit the right to the
Dividend Equivalent and any amounts set aside in the Participant's escrow
account in respect of such Dividend Equivalent shall revert to the Company.
8.2 REGISTRATION OF OPTION SHARES. The Company shall file, at
its own expense, a registration statement on Form S-8 to register the Option
Shares.
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8.3 TRANSFER OF OPTIONS. Options may not be Transferred (other
than by will or descent), except that Options may be pledged, assigned or
otherwise Transferred to the Company to secure indebtedness on any Employee
Loan.
ARTICLE IX
ADMINISTRATION
9.1 PLAN ADMINISTRATOR. This Plan shall be administered by the
Committee; provided, however, that the Committee may delegate to the CEO
responsibility for the routine administration of the Plan.
9.2 COMMITTEE OPTION GRANTS. The Committee shall have the
authority to select Employees to receive Options and to grant Options (except
for the initial grant of Options, which shall be granted by the Board) to
Employees in such amounts as it shall determine, in its full discretion, after
consultation with the Chief Executive Officer.
9.3 COMMITTEE AUTHORITY. The Committee and the Board shall
have the sole and complete responsibility and authority to (a) interpret and
construe the terms of this Plan, (b) correct any defect, error or omission or
reconcile any inconsistency in the Plan or in any Option granted hereunder, and
(c) make all other determinations and take all other actions necessary or
advisable for the implementation and administration of the Plan. The Committee's
and Board's determinations on matters within its authority shall be conclusive
and binding upon the Participants, the Company and all other Persons.
ARTICLE X
MISCELLANEOUS
10.1 AMENDMENT, SUSPENSION AND TERMINATION OF PLAN. No
suspension, termination or amendment of or to the Plan shall affect adversely
the rights of any Participant with respect to Options issued hereunder prior to
the date of such suspension, termination or amendment without the consent of
such holder.
10.2 ADJUSTMENTS.
(a) PERFORMANCE TARGETS. The Committee, in consultation
with the Chief Executive Officer, shall adjust the performance targets for Plan
Years following the Plan Year in which an initial Public Offering occurs so that
the Performance Options continue to represent equivalent value for equivalent
performance.
(b) CHANGES IN COMMON STOCK. In the event of a stock
dividend, stock split, or share combination, the Committee shall make such
adjustments in the number and type of shares authorized by the Plan, the number
and type of shares covered by outstanding Options
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and the Exercise Prices specified therein and other amendments to the Plan as
the Board, in good faith, determines to be appropriate and equitable.
10.3 FUTURE ACQUISITIONS OR DISPOSITIONS. The EBITDA Targets
are based upon certain revenue and expense assumptions about the future business
of the Company and its Subsidiaries as of the Effective Date. Accordingly, if
the Company or any Subsidiary acquires, by purchase or otherwise, or disposes
of, by sale of stock or assets, the business, property, or fixed assets, of
another Person, which acquisition or disposition, either singly or together with
one or more other such transactions, will, in the Board's good faith
determination, affect the Company's EBITDA, the Committee shall, in good faith,
adjust the EBITDA Targets to reflect the projected effect of such transaction or
transactions.
10.4 NO RIGHT TO PARTICIPATE. Except as otherwise agreed to by
the Company, no Employee shall have a right to be selected as a Participant or,
having been so selected, to be selected again to receive a grant of Options.
10.5 NO EMPLOYMENT CONTRACT. Nothing in this Plan shall
interfere with or limit in any way the right of the Company or any of its
Subsidiaries to terminate any Participant's employment at any time (with or
without Cause), nor confer upon any Participant any right to continued
employment by the Company or any of its Subsidiaries for any period of time or
to continue such employee's present (or any other) rate of compensation.
10.6 CONSTRUCTION OF PLAN. This terms of this Plan shall be
administered in accordance with the laws (excluding conflict of interest laws)
of the State of New York.
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Annex I
EXERCISE NOTICE
---------------
(Applicable After an Initial Public Offering)
This Exercise Notice (this "NOTICE") is given by the undersigned
participant ("Participant") to UCAR International Inc., a Delaware corporation
(the "Company"), in connection with the Participant's exercise of an Option
granted pursuant to the Company's Management Stock Option Plan (the "Plan") to
purchase Option Shares (as defined in the Plan). Capitalized terms used but not
defined herein shall have the respective meanings ascribed to them in the Plan.
1. PURCHASE AND SALE OF OPTION SHARES.
Upon delivery to the Company of (i) this Notice, (ii) the
aggregate Exercise Price for the Option Shares purchased hereunder by certified
check, bank draft or money order made payable to "UCAR International Inc." and
(iii) the Option to which the Option Shares relates, the Company shall sell and
issue to Participant, the Option Shares that Participant elects to purchase
hereunder.
2. EFFECT OF EXERCISE. Participant acknowledges and agrees
that:
a. neither the issuance of the Option Shares to
Participant nor any provision contained herein shall entitle
Participant to remain in the employment of the Company and its
Subsidiaries or affect the right of the Company to terminate
Participant's employment at any time for any reason;
b. the Company shall be entitled to withhold from any
amounts due and payable by the Company to Participant (or secure
payment from Participant in lieu of withholding) the amount of any
withholding or other tax due from the Company with respect to such
Option Shares and the Company may defer issuance until indemnified to
its satisfaction; and
c. The Option Shares issued in connection herewith
hereunder, are issued as a part of the compensation and incentive
arrangements between the Company and Participant.
3. RESTRICTION ON OPTION SHARES. Participant acknowledges that
the Option Shares being purchased hereunder are being issued pursuant to the
Plan, the terms and conditions of which are incorporated herein as if set forth
fully herein.
4. TAX TREATMENT.
PARTICIPANT IS ADVISED THAT IT MAY BE IN PARTICIPANT'S OWN BEST
INTEREST TO MAKE AN EFFECTIVE ELECTION WITH THE INTERNAL REVENUE
SERVICE UNDER SECTION 83(b) OF THE INTERNAL REVENUE
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CODE OF 1986, AS AMENDED, AND THE REGULATIONS PROMULGATED THEREUNDER IN
CONNECTION WITH THE EXERCISE OF OPTIONS HEREUNDER, AND THAT PARTICIPANT
SHOULD CONSULT WITH PARTICIPANT'S TAX ADVISOR ABOUT THE DESIRABILITY OF
AND PROCEDURE FOR MAKING SUCH AN ELECTION BEFORE EXERCISING THE OPTION
TO WHICH THIS NOTICE RELATES.
IN WITNESS WHEREOF, the Participant has executed this Notice
as of the date written below.
Number of Shares of Common Stock Acquired: _________
Aggregate Exercise Price: _________
_______________________________ _______________
Signature of Participant Date
_______________________________ ________________
Print Participant's Name Participant's Social
Security No.
Participant's Residence Address: Mailing Address, if different
from Residence Address:
_______________________________ ___________________________
Street Street
_______________________________ ___________________________
City State Zip Code City State Zip Code
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