FORM OF
COMMUNITY CAPITAL BANCSHARES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of February 24, 2003 (the "Grant Date"), by and
between COMMUNITY CAPITAL BANCSHARES, INC. (the "Company") and ___________ (the
"Optionee").
WITNESSETH
WHEREAS, the Company desires to grant to the Optionee a non-qualified stock
option to purchase shares of the common stock of the Company; and
WHEREAS, the Company and the Optionee wish to confirm the terms and
conditions of the option;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
it is hereby agreed between the parties hereto as follows:
SECTION I
GRANT OF OPTION
1.1 Grant of Option. Subject to the terms, restrictions, limitations
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and conditions stated herein, the Company hereby grants to the Optionee a
non-qualified stock option (the "Option") to purchase all or any part of 10,000
shares (the "Option Shares") of the Company's common stock, $1.00 par value per
share (the "Common Stock"). The exercise price for each share of Common Stock is
$10.18 per share (the "Exercise Price"), subject to adjustment as provided in
Section 3.1 hereof. The Exercise Price is equal to the Fair Market Value of a
share of Common Stock on the Grant Date.
1.2 Exercise of Option.
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(a) The Option shall be exercisable as to all or any portion of the
Option Shares during the Option Period (as defined in Section 1.5 hereof)
by the delivery to the Company, at its principal place of business, of a
written notice of exercise in substantially the form attached hereto as
Exhibit 1, which shall be actually delivered to the Company no earlier than
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thirty (30) days and no later than ten (10) days prior to the date upon
which Optionee desires to exercise all or any portion of the Option; and
(b) payment to the Company of the Exercise Price , multiplied by
the number of Option Shares being purchased (the "Purchase Price"), as
provided in Section 1.3.
(c) Notwithstanding any other provision herein, the Company, at the
direction of the Office of the Comptroller of the Currency or any successor
federal agency ("OCC"), may require the Optionee to exercise the Option in
whole or in part if the capital of any bank which is an affiliate of the
Company falls below minimum requirements, as determined by the OCC or the
Georgia Department of Banking and Finance and, if the Optionee fails to
exercise any portion of the Option as so directed, that portion of the
Option shall be forfeited.
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Upon acceptance of such notice and receipt of payment in full of the Purchase
Price and applicable tax withholding liability, the Company shall cause to be
issued a certificate representing the Option Shares purchased.
1.3 Purchase Price. Payment of the Purchase Price for all or any part
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of the Option Shares purchased pursuant to the exercise of an Option shall be
made in cash or certified check or, alternatively, as follows:
(a) by delivery to the Company of a number of shares of Common
Stock which have been owned by the Optionee for at least six (6) months
prior to the date of the Option's exercise having an aggregate Fair Market
Value on the date of exercise either equal to the Purchase Price or in
combination with cash or a certified check to equal the Purchase Price; or
(b) if and when the Common Stock becomes traded by brokers,
whether on a national securities exchange or otherwise, by receipt of the
Purchase Price in cash from a broker, dealer or other "creditor" as defined
by Regulation T issued by the Board of Governors of the Federal Reserve
System following delivery by the Optionee to the Company of instructions in
a form acceptable to the Company regarding delivery to such broker, dealer
or other creditor of that number of Option Shares with respect to which the
Option is exercised.
1.4 Withholding. The Optionee must satisfy any federal, state and
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local, if any, withholding taxes imposed by reason of the exercise of the Option
either by paying to the Company the full amount of the withholding obligation in
cash; by tendering shares of Common Stock which have been owned by the Optionee
for at least six (6) months prior to the date of exercise having a Fair Market
Value equal to the withholding obligation; by electing, irrevocably and in
writing in substantially the form attached hereto as Exhibit 2 (a "Withholding
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Election"), to have the actual number of shares of Common Stock issuable upon
exercise reduced by the smallest number of whole shares of Common Stock which,
when multiplied by the Fair Market Value of the Common Stock as of the date the
Option is exercised, is sufficient to satisfy the amount of the withholding tax;
or by any combination of the above. The Optionee may make a Withholding
Election only if the following conditions are met:
(a) the Withholding Election is made on or prior to the date on which
the amount of tax required to be withheld is determined by executing and
delivering to the Company a properly completed Withholding Election; and
(b) any Withholding Election made will be irrevocable; however, the
Company may, in its sole discretion, disapprove and give no effect to any
Withholding Election.
1.5 Term and Termination of Option. The term of the Option (the
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"Option Period") shall commence on the Grant Date and end, generally, on the
earlier of (a) the tenth (10th) anniversary of the Grant Date; or (b) ninety
(90) days following the date the Optionee ceases to be an employee of the
Company or an affiliate. Upon the expiration of the Option Period, the Option
and all unexercised rights granted to Optionee hereunder shall terminate, and
thereafter be null and void.
1.6 Vesting Provisions. The Option Shares shall become vested in the
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manner provided in the Vesting Schedule attached hereto; provided, however, that
all Option Shares shall become vested no later than the date of a Change in
Control, or any earlier date specified by
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the Company in writing to the Optionee subsequent to or contemporaneously with a
determination by the Company that a Change in Control is imminent.
1.7 Rights as Shareholder. Until the stock certificates reflecting the
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Option Shares accruing to the Optionee upon exercise of the Option are issued to
the Optionee, the Optionee shall have no rights as a shareholder with respect to
such Option Shares. The Company shall make no adjustment for any dividends or
distributions or other rights on or with respect to Option Shares for which the
record date is prior to the issuance of that stock certificate.
1.8 Special Limitation on Exercise. No purported exercise of the
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Option shall be effective without the approval of the Company, which may be
withheld to the extent that the exercise, either individually or in the
aggregate together with the exercise of other previously exercised stock options
and/or offers and sales pursuant to any prior or contemplated offering of
securities, would, in the sole and absolute judgment of the Company, require the
filing of a registration statement with the United States Securities and
Exchange Commission or with the securities commission of any state. If a
registration statement is not in effect under the Securities Act of 1933 or any
applicable state securities law with respect to shares of Common Stock
purchasable or otherwise deliverable under the Option, the Optionee (a) shall
deliver to the Company, prior to the exercise of the Option or as a condition to
the delivery of Common Stock pursuant to the exercise of an Option exercise,
such information, representations and warranties as the Company may reasonably
request in order for the Company to be able to satisfy itself that the Option
Shares are being acquired in accordance with the terms of an applicable
exemption from the securities registration requirements of applicable federal
and state securities laws and (b) shall agree that the shares of Common Stock so
acquired will not be disposed of except pursuant to an effective registration
statement, unless the Company shall have received an opinion of counsel that
such disposition is exempt from such requirement under the Securities Act of
1933 and any applicable state securities law.
SECTION 2
RESTRICTIONS ON TRANSFER OF OPTION SHARES
2.1 Restriction on Transfer of Option and of Option Shares. The Option
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evidenced hereby is nontransferable other than by will or the laws of descent
and distribution and shall be exercisable during the lifetime of the Optionee
only by the Optionee (or in the event of his disability, by his personal
representative) and after his death, only by his legatee or the executor of his
estate.
2.2 Legend on Stock Certificates. Certificates evidencing the Option
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Shares, to the extent appropriate at the time, shall have noted conspicuously on
the certificates a legend intended to give all persons full notice of the
existence of the conditions, restrictions, rights and obligations set forth
herein, such as those below:
Transfer is Restricted
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (1)
THERE IS AN EFFECTIVE REGISTRATION UNDER SUCH ACT COVERING SUCH
SECURITIES, (2) THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144
PROMULGATED UNDER SUCH ACT, OR (3) THE ISSUER RECEIVES AN OPINION
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OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT
SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF SUCH ACT.
SECTION 3
GENERAL PROVISIONS
3.1 Changes in Capitalization.
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(a) If the number of shares of Common Stock shall be increased or
decreased by reason of a subdivision or combination of shares of Common
Stock, the payment of a stock dividend in shares of Common Stock or any
other increase or decrease in the number of shares of Common Stock
outstanding effected without receipt of consideration by the Company, an
appropriate adjustment shall be made by the Company, in a manner determined
in its sole discretion, in the number and kind of Option Shares and in the
Exercise Price.
(b) In the event of a Change in Control or other corporate
transaction pursuant to which the Company is not the surviving entity and
the surviving entity does not agree to the assumption of the Option, the
Company may elect to terminate the Option Period as of the effective date
of the Change in Control in consideration of the payment to the Optionee of
the sum of the difference between the then aggregate Fair Market Value of
the Common Stock and the aggregate Exercise Price for each Option Share
which has not been exercised as of the effective date of the Change in
Control.
(c) The existence of the Option granted pursuant to this Agreement
shall not affect in any way the right or power of the Company to make or
authorize any adjustment, reclassification, reorganization or other change
in its capital or business structure, any merger or consolidation of the
Company, any issue of debt or equity securities having preferences or
priorities as to the Common Stock or the rights thereof, the dissolution or
liquidation of the Company, any sale or transfer of all or any part of its
business or assets, or any other corporate act or proceeding. Any
adjustment pursuant to this Section may provide, in the Company's
discretion, for the elimination without payment therefor of any fractional
shares that might otherwise become subject to any Option.
3.2 Governing Laws. This Agreement shall be construed, administered
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and enforced according to the laws of the State of Georgia.
3.3 Successors. This Agreement shall be binding upon and inure to the
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benefit of the heirs, legal representatives, successors and permitted assigns of
the Optionee and the Company.
3.4 Notice. Except as otherwise specified herein, all notices and
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other communications under this Agreement shall be in writing and shall be
deemed to have been given if personally delivered or if sent by registered or
certified United States mail, return receipt requested, postage prepaid,
addressed to the proposed recipient at the last known address of the recipient.
Any party may designate any other address to which notices shall be sent by
giving notice of the address to the other parties in the same manner as provided
herein.
3.5 Severability. In the event that any one or more of the provisions
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or portion thereof contained in this Agreement shall for any reason be held to
be invalid, illegal or unenforceable in any
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respect, the same shall not invalidate or otherwise affect any other provisions
of this Agreement, and this Agreement shall be construed as if the invalid,
illegal or unenforceable provision or portion thereof had never been contained
herein.
3.6 Entire Agreement. This Agreement expresses the entire understanding
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of the parties with respect to the Option.
3.7 Violation. Any transfer, pledge, sale, assignment, or
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hypothecation of the Option or any portion thereof shall be a violation of the
terms of this Agreement and shall be void and without effect.
3.8 Headings and Capitalized Terms. Section headings used herein are
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for convenience of reference only and shall not be considered in construing
this.
3.9 Specific Performance. In the event of any actual or threatened
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default in, or breach of, any of the terms, conditions and provisions of this
Agreement, the party or parties who are thereby aggrieved shall have the right
to specific performance and injunction in addition to any and all other rights
and remedies at law or in equity, and all such rights and remedies shall be
cumulative.
3.10 No Right to Continued Retention. The award of Option Shares
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hereunder shall not be construed as giving the Optionee the right to continue as
an employee of the Company or any affiliate.
SECTION 4
DEFINITIONS
4.1 "Change in Control" means any one of the following events which may
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occur after the Grant Date and without the approval of the Board of Directors of
the Company:
(a) the acquisition by any individual, entity or "group", within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange
Act of 1934, as amended, (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Securities Exchange Act of
1934) of voting securities of the Company where such acquisition causes any
such Person to own twenty-five percent (25%) or more or the combined voting
power of the then outstanding voting securities then entitled to vote
generally in the election of directors (the "Outstanding Voting
Securities"); provided, however, that for purposes of this Section 4.2(a),
the following shall not be deemed to result in a Change in Control, (I) any
acquisition directly from the Company, unless such a Person subsequently
acquires additional shares of Outstanding Voting Securities other than from
the Company, in which case any such subsequent acquisition shall be deemed
to be a Change in Control; or (ii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company;
(b) a merger, consolidation, share exchange, combination,
reorganization or like transaction involving the Company in which the
stockholders of the Company immediately prior to such transaction do not
own at least fifty percent (50%) of the value or voting power of the issued
and outstanding capital stock of the Company or its successor immediately
after such transaction;
(c) the sale or transfer (other than as security for the Company's
obligations) of more than fifty percent (50%) of the assets of the Company
in any one transaction or a series of related transactions occurring within
a one (1) year period in which the Company, any corporation controlled by
the Company or the stockholders of the Company immediately prior to the
transaction do not own at least fifty percent (50%) of the value or voting
power of the issued and outstanding equity securities of the acquiror
immediately after the transaction;
(d) the sale or transfer of more than fifty percent (50%) of the
value or voting power of the issued and outstanding capital stock of the
Company by the holders thereof in any one transaction or a series of
related transactions occurring with a one (1) year period in which the
Company, any corporation controlled by the Company or the stockholders of
the Company immediately prior to the transaction do not own at least fifty
percent (50%) of the value or voting power of the issued and outstanding
equity securities of the acquiror immediately after the transaction; or
(e) the dissolution or liquidation of the Company.
4.2 "Fair Market Value" refers to the determination of value of a share
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of Common Stock. If the Common Stock is actively traded on any national
securities exchange or any Nasdaq quotation or market system, Fair Market Value
shall mean the closing price at which sales of Common Stock shall have been sold
on the most recent trading date immediately prior to the date of determination,
as reported by any such exchange or system selected by the Company on which the
shares of Common Stock are then traded. If the shares of Common Stock are not
actively traded on any such exchange or system, Fair Market Value shall mean the
arithmetic mean of the bid and asked prices for the shares of Common Stock on
the most recent trading date within a reasonable period prior to the
determination date as reported by such exchange or system. If there are no bid
and asked prices within a reasonable period or if the shares of Common Stock are
not traded on any exchange or system as of the determination date, Fair Market
Value shall mean the fair market value of a share of Stock as determined by the
Company taking into account such facts and circumstances deemed to be material
by the Company to the value of the Common Stock in the hands of the Optionee,
determined by the Company without regard to any restriction other than a
restriction which, by its terms, will never lapse. Fair Market Value as
determined by the Company shall be final, binding and conclusive upon the
Optionee. Fair Market Value of a share of Common Stock may be determined by the
Company by reference to the average market value determined over a period
certain or as of specified dates, to a tender offer price for the shares of
Common Stock (if settlement of an award is triggered by such an event) or to any
other reasonable measure of fair market value.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
COMMUNITY CAPITAL BANCSHARES, INC.
By:
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Title:
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ATTEST:
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Title:
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OPTIONEE:
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EXHIBIT 1
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NOTICE OF EXERCISE OF
STOCK OPTION TO PURCHASE
COMMON STOCK OF
COMMUNITY CAPITAL BANCSHARES, INC.
Name
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Address
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Date
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Community Capital Bancshares, Inc.
2815 Meredyth Drive
Albany, Georgia 31707
Attention: President
Re: Exercise of Non-Qualified Stock Option
Gentlemen:
Subject to acceptance hereof by Community Capital Bancshares, Inc. (the
"Company"), I hereby give notice of my election to exercise options granted to
me to purchase ______________ shares of common stock of the Company ("Common
Stock") under the Non-Qualified Stock Option Agreement (the "Agreement") dated
as of February 24, 2003. The purchase shall take place as of
______________________, 200_ (the "Exercise Date").
On or before the Exercise Date, I will pay the applicable purchase price as
follows:
[ ] by delivery of cash or a certified check for $___________ for the
full purchase price payable to the order of Community Capital
Bancshares, Inc.
[ ] by delivery of cash or a certified check for $___________
representing a portion of the purchase price with the balance to
consist of shares of Common Stock that I have owned for at least six
months and that are represented by a stock certificate I will
surrender to the Company with my endorsement. If the number of shares
of Common Stock represented by such stock certificate exceed the
number to be applied against the purchase price, I understand that a
new stock certificate will be issued to me reflecting the excess
number of shares.
[ ] by delivery of a stock certificate representing shares of Common
Stock that I have owned for at least six months which I will surrender
to the Company with my endorsement as payment of the purchase price.
If the number of shares of Common
Exhibit 1 - Page 1 of 4
Stock represented by such certificate exceed the number to be applied
against the purchase price, I understand that a new certificate will
be issued to me reflecting the excess number of shares.
[ ] by delivery of the purchase price by _________________________, a
broker, dealer or other "creditor" as defined by Regulation T issued
by the Board of Governors of the Federal Reserve System. I hereby
authorize the Company to issue a stock certificate for the number of
shares indicated above in the name of said broker, dealer or other
creditor or its nominee pursuant to instructions received by the
Company and to deliver said stock certificate directly to that broker,
dealer or other creditor (or to such other party specified in the
instructions received by the Company from the broker, dealer or other
creditor) upon receipt of the purchase price.
The required federal, state and local income tax withholding obligations,
if any, on the exercise of the Option shall also be paid on or before the
Exercise Date in cash or with previously owned shares of Common Stock, as
provided in the Agreement, or in the manner provided in the Withholding Election
previously tendered or to be tendered to the Company no later than the Exercise
Date.
As soon as the stock certificate is registered in my name, please deliver
it to me at the above address.
If the Common Stock being acquired is not registered for issuance to and
resale by the Optionee pursuant to an effective registration statement on Form
S-8 (or successor form) filed under the Securities Act of 1933, as amended (the
"1933 Act"), I hereby represent, warrant, covenant, and agree with the Company
as follows:
The shares of the Common Stock being acquired by me will be acquired
for my own account without the participation of any other person, with the
intent of holding the Common Stock for investment and without the intent of
participating, directly or indirectly, in a distribution of the Common
Stock and not with a view to, or for resale in connection with, any
distribution of the Common Stock, nor am I aware of the existence of any
distribution of the Common Stock;
I am not acquiring the Common Stock based upon any representation,
oral or written, by any person with respect to the future value of, or
income from, the Common Stock but rather upon an independent examination
and judgment as to the prospects of the Company;
The Common Stock was not offered to me by means of publicly
disseminated advertisements or sales literature, nor am I aware of any
offers made to other persons by such means;
I am able to bear the economic risks of the investment in the Common
Stock, including the risk of a complete loss of my investment therein;
I understand and agree that the Common Stock will be issued and sold
to me without registration under any state law relating to the registration
of securities for sale, and will be
Exhibit 1 - Page 2 of 4
issued and sold in reliance on the exemptions from registration under the
1933 Act, provided by Sections 3(b) and/or 4(2) thereof and the rules and
regulations promulgated thereunder;
The Common Stock cannot be offered for sale, sold or transferred by me
other than pursuant to: (A) an effective registration under the 1933 Act or
in a transaction otherwise in compliance with the 1933 Act; and (B)
evidence satisfactory to the Company of compliance with the applicable
securities laws of other jurisdictions. The Company shall be entitled to
rely upon an opinion of counsel satisfactory to it with respect to
compliance with the above laws;
The Company will be under no obligation to register the Common Stock
or to comply with any exemption available for sale of the Common Stock
without registration or filing, and the information or conditions necessary
to permit routine sales of securities of the Company under Rule 144 under
the 1933 Act are not now available and no assurance has been given that it
or they will become available. The Company is under no obligation to act in
any manner so as to make Rule 144 available with respect to the Common
Stock;
I have and have had complete access to and the opportunity to review
and make copies of all material documents related to the business of the
Company, including, but not limited to, contracts, financial statements,
tax returns, leases, deeds and other books and records. I have examined
such of these documents as I wished and am familiar with the business and
affairs of the Company. I realize that the purchase of the Common Stock is
a speculative investment and that any possible profit therefrom is
uncertain;
I have had the opportunity to ask questions of and receive answers
from the Company and any person acting on its behalf and to obtain all
material information reasonably available with respect to the Company and
its affairs. I have received all information and data with respect to the
Company which I have requested and which I have deemed relevant in
connection with the evaluation of the merits and risks of my investment in
the Company;
I have such knowledge and experience in financial and business matters
that I am capable of evaluating the merits and risks of the purchase of the
Common Stock hereunder and I am able to bear the economic risk of such
purchase; and
The agreements, representations, warranties and covenants made by me
herein extend to and apply to all of the Common Stock of the Company issued
to me pursuant to this Agreement. Acceptance by me of the certificate
representing such Common Stock shall constitute a confirmation by me that
all such agreements, representations, warranties and covenants made herein
shall be true and correct at that time.
I understand that the certificates representing the shares being purchased
by me in accordance with this notice shall bear a legend referring to the
foregoing covenants, representations and warranties and restrictions on
transfer, and I agree that a legend to that effect may be placed on any
certificate which may be issued to me as a substitute for the certificates being
acquired by me in accordance with this notice. I further understand that
capitalized terms
Exhibit 1 - Page 3 of 4
used in this Notice of Exercise without definition shall have the meanings given
to them in the Agreement.
Very truly yours,
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AGREED TO AND ACCEPTED:
COMMUNITY CAPITAL BANCSHARES, INC.
By:
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Title:
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Number of Shares Exercised:
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Number of Shares Remaining: Date:
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Exhibit 1 - Page 4 of 4
EXHIBIT 2
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NOTICE OF WITHHOLDING ELECTION
COMMUNITY CAPITAL BANCHSARES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
TO: Community Capital Bancshares, Inc.
Attn: Corporate Secretary
FROM:
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RE: Withholding Election
This election relates to the Option identified in Paragraph 3 below.
I hereby certify that:
(1) My correct name and social security number and my current address
are set forth at the end of this document.
(2) I am (check one, whichever is applicable).
[] the original recipient of the Option.
[] the legal representative of the estate of the original recipient
of the Option.
[] a legatee of the original recipient of the Option.
[] the legal guardian of the original recipient of the Option.
(3) The Option pursuant to which this election relates was issued in
the name of _____________ for the purchase of a total of 10,000 shares of Common
Stock. This election relates to _____________ shares of Common Stock issuable
upon exercise of the Option, provided that the numbers set forth above shall be
deemed changed as appropriate to reflect the applicable provisions of the
Agreement.
(4) In connection with any exercise of the Option with respect to
Common Stock, I hereby elect to have certain shares issuable pursuant to the
exercise withheld by the Company for the purpose of having the value of the
shares applied to pay federal, state and local, if any, taxes arising from the
exercise. The shares to be withheld shall have, as of the date of exercise
applicable to the exercise, a fair market value equal to the minimum statutory
tax withholding requirement under federal, state and local law in connection
with the exercise.
(5) This Withholding Election is made no later than the date of
exercise and is otherwise timely made pursuant to the Agreement.
(6) I understand that this Withholding Election may not be revised,
amended or revoked by me.
Exhibit 2 - Page 1 of 2
(7) I further understand that the Company shall withhold from the
Common Stock a whole number of shares of Common Stock having the value specified
in Paragraph 4 above.
(8) I have no reason to believe that any of the conditions therein to
the making of this Withholding Election have not been met.
(9) Capitalized terms not otherwise defined in this Withholding
Election shall have the meaning ascribed to them in the Agreement.
Dated:
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Signature
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Name (printed)
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Street Address
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City, State, Zip Code
Exhibit 2 - Page 2 of 2
SCHEDULE I
TO COMMUNITY CAPITAL BANCSHARES, INC.
NON-QUALIFIED STOCK OPTION AWARD
Vesting Schedule
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A. "Vested Shares" means only that percentage of the number of shares of
Common Stock subject to the Option as to which the Option becomes exercisable
following completion of the years of service indicated in the schedule below.
Percentage of Shares Years of Service
Which are Vested Shares after Grant Date
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20% 1 year
40% 2 years
60% 3 years
80% 4 years
100% 5 years
B. For purposes of the Vesting Schedule, Optionee shall be granted a year of
service for each consecutive twelve-consecutive-month period following the Grant
Date and during which Optionee continues, at all times, as an employee of the
Company or an affiliate.
c. The right of Optionee to vest in Common Stock shall cease upon the
termination of his employment with the Company or an affiliate, whether by
reason of death, disability or otherwise and, thereafter, no further Option
Shares shall become vested; and the Option shall be exercisable only during the
Option Period.
Schedule I - Page 1 of 1