EXHIBIT 10.27
BREAKAWAY SOLUTIONS, INC.
INCENTIVE STOCK OPTION AGREEMENT
1. GRANT UNDER 1998 STOCK PLAN.
This option is granted pursuant to and is governed by the Company's 1998
Stock Plan (the "Plan") and, unless the context otherwise requires, terms
used herein shall have the same meaning as in the Plan. Determinations made
in connection with this option pursuant to the Plan shall be governed by
the Plan as it exists on this date.
2. GRANT AS INCENTIVE STOCK OPTION; OTHER OPTIONS.
This option is intended to qualify as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
This option is in addition to any other options heretofore or hereafter
granted to the Employee by the Company or any Related Corporation (as
defined in the Plan), but a duplicate original of this instrument shall not
effect the grant of another option.
3. VESTING OF OPTION IF EMPLOYMENT CONTINUES.
If the Employee has continued to be employed by the Company or any Related
Corporation on the following dates, the Employee may exercise this option
for the number of shares of Common Stock set opposite the applicable date:
(attached as NOTICE OF GRANT OF STOCK OPTIONS AND OPTION AGREEMENT).
Notwithstanding the foregoing, in accordance with and subject to the
provisions of the Plan, the Committee may, in its discretion, accelerate
the date that any installment of this Option becomes exercisable. The
foregoing rights are cumulative and, while the Employee continues to be
employed by the Company or any Related Corporation, may be exercised on or
before the date which is ten (10) years from the date this option is
granted. All of the foregoing rights are subject to Sections 4 and 5, as
appropriate, if the Employee ceases to be employed by the Company and all
Related Corporations.
4. TERMINATION OF EMPLOYMENT.
(a) TERMINATION OTHER THAN FOR CAUSE.
If the Employee ceases to be employed by the Company and all
Related Corporations, other than by reason of death or disability
as defined in Section 5 or termination for Cause as defined in
Section 4(c), no further installments of this option shall become
exercisable, and this option shall terminate on the earlier of (i)
ninety (90) days after the date of termination of the Employee's
employment, or (ii) the scheduled expiration date of this option.
In such a case, the Employee's only rights hereunder shall be
those which are properly exercised before the termination of this
option.
(b) TERMINATION FOR CAUSE.
If the employment of the Employee is terminated for Cause (as
defined in Section 4(c)), this option shall terminate upon the
Employee's receipt of written notice of such termination and shall
thereafter not be exercisable to any extent whatsoever.
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(c) DEFINITION OF CAUSE.
For the purpose of this Agreement, "Cause" means: (1) Optionee's
substantial and continuing failure to perform Optionee's duties
and responsibilities as an employee of the company other than due
to death or disability; (2) Optionee's disloyalty, gross
negligence, willful misconduct, dishonesty or breach of fiduciary
duty to the Company; (3) Optionee's deliberate disregard of
material rules, regulations, instructions, personnel practices
and policies of the Company (as amended from time to time in the
Company's sole discretion) which results in direct or indirect
loss, damage or injury to the Company; (4) Optionee's material
breach of any agreement not to compete with the Company or
solicit its customers, employees or contractors; or (5)
Optionee's conviction of any crime which constitutes a felony in
the jurisdiction involved.
5. DEATH; DISABILITY.
(a) DEATH.
If the Employee ceases to be employed by the Company and all
Related Corporations by reason of his or her death, this option
may be exercised, to the extent otherwise exercisable on the date
of death, by the estate, personal representative or beneficiary
who has acquired this option by will or by the laws of descent
and distribution, until the earlier of (i) the specified
expiration date of this option or (ii) \one hundred eighty (180)
days from the date of the Employee's death.
(b) DISABILITY.
If the Employee ceases to be employed by the Company and all
Related Corporations by reason of his or her disability (as
defined in Paragraph 10(B) of the Plan), the Employee shall have
the right to exercise this option on the date of termination of
employment, for the number of shares for which he or she could
have exercised it on that date, until the earlier of (i) the
specified expiration date of this option or (ii) one hundred
eighty (180) days from the date of the termination of the
Employee's employment.
(c) EFFECT OF TERMINATION.
At the expiration of the one hundred eighty (180) day period
provided in paragraph (a) or (b) of this Section 5 or the
scheduled expiration date, whichever is the earlier, this option
shall terminate and the only rights hereunder shall be those as
to which the option was properly exercised before such
termination.
6. PARTIAL EXERCISE.
The Employee may exercise this option in part at any time and from time to
time within the above limits, except that the Employee may not exercise
this option for a fraction of a share unless such exercise is with respect
to the final installment of stock subject to this option and cash in lieu
of a fractional share must be paid, in accordance with Paragraph 13(G) of
the Plan, to permit the Employee to exercise completely such final
installment. Any fractional share with respect to which an installment of
this option cannot be exercised because of the limitation contained in the
preceding sentence shall remain subject to this option and shall be
available for later purchase by the Employee in accordance with the terms
hereof.
7. PAYMENT OF PRICE.
The option price shall be paid in United States dollars in cash or by
check.
8. METHOD OF EXERCISING OPTION.
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Subject to the terms and conditions of this Agreement, this option may be
exercised by written notice to the Company at its principal executive
office, or to such transfer agent as the Company shall designate. Such
notice shall state the election to exercise this option and the number of
Option Shares for which it is being exercised and shall be signed by the
person or persons exercising this option. Such notice shall be accompanied
by payment of the full purchase price of such shares, and the Company shall
deliver a certificate or certificates representing such shares as soon as
practicable after the notice shall be received. Such certificate or
certificates shall be registered in the name of the person or persons so
exercising this option (or, if this option is exercised by the Employee and
if the Employee requests in the notice exercising this option, shall be
registered in the name of the Employee and another person jointly, with
right of survivorship). In the event this option is exercised, pursuant to
Section 5 hereof, by any person or persons other than the Employee, such
notice shall be accompanied by appropriate proof of the right of such
person or persons to exercise this option.
9. OPTION NOT TRANSFERABLE.
This option is not transferable or assignable except by will or by the laws
of descent and distribution. During the Employee's lifetime only the
Employee can exercise this option.
10. NO OBLIGATION TO EXERCISE OPTION.
The grant and acceptance of this option imposes no obligation on the
Employee to exercise it.
11. NO OBLIGATION TO CONTINUE EMPLOYMENT.
Neither the Plan, this Agreement, nor the grant of this option imposes any
obligation on the Company or any Related Corporation to continue the
Employee in employment.
12. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE.
The Employee shall have no rights as a stockholder with respect to the
Option Shares until the date of issuance of a stock certificate to the
Employee. Except as is expressly provided in the Plan with respect to
certain changes in the capitalization and stock dividends of the Company,
no adjustment shall be made for dividends or similar rights for which the
record date is before the date such stock certificate is issued.
13. CAPITAL CHANGES AND BUSINESS SUCCESSIONS.
The Plan contains provisions covering the treatment of options in a number
of contingencies such as stock splits and mergers. Provisions in the Plan
for adjustment with respect to stock subject to options and the related
provisions with respect to successors to the business of the Company are
hereby made applicable hereunder and are incorporated herein by reference.
14. EARLY DISPOSITION.
The Employee agrees to notify the Company in writing immediately after the
Employee transfers any Option Shares, if such transfer occurs on or before
the later of (a) the date two years after the Grant Date or (b) the date
one year after the date the Employee acquired such Option Shares. The
Employee also agrees to provide the Company with any information concerning
any such transfer required by the Company for tax purposes.
15. WITHHOLDING TAXES.
If the Company or any Related Corporation in its discretion determines
that it is obligated to withhold any tax in connection with the exercise of
this option, the making of a Disqualifying Disposition (as
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defined in Paragraph 18 of the Plan), the vesting or transfer of Option
Shares acquired on the exercise of this option, or the making of a
distribution or other payment with respect to the Option Shares, the
Employee hereby agrees that the Company or any Related Corporation may
withhold from the Employee's wages or other remuneration the appropriate
amount of tax. At the discretion of the Company or Related Corporation, the
amount required to be withheld may be withheld in cash from such wages or
other remuneration or in kind from the Common Stock or other property
otherwise deliverable to the Employee on exercise of this option. The
Employee further agrees that, if the Company or any Related Corporation
does not withhold an amount from the Employee's wages or other remuneration
sufficient to satisfy the withholding obligation of the Company or Related
Corporation, the Employee will make reimbursement on demand, in cash, for
the amount underwithheld.
16. COMPANY'S RIGHT OF FIRST REFUSAL.
(a) EXERCISE OF RIGHT.
If the Employee (or successor and assigns) or his or her legal
representative (the "Transferor") desires to transfer all or any
part of the Option Shares to any person other than the Company
(an "Offeror"), the Transferor shall: (i) obtain in writing an
irrevocable and unconditional bona fide offer (the "Offer") for
the purchase thereof from the Offeror; and (ii) give written
notice (the "Option Notice") to the Company setting forth the
Transferor's desire to transfer such shares, which Option Notice
shall be accompanied by a photocopy of the Offer and shall set
forth at least the name and address of the Offeror and the price
and terms of the bona fide offer. Upon receipt of the Option
Notice, the Company shall have an assignable option to purchase
all of such shares (the "Company Option Shares") specified in the
Option Notice, such option to be exercisable by giving, within 90
days after receipt of the Option Notice, a written counter-notice
to the Transferor (the "Counter-Notice"). If the Company elects
to purchase all of such Company Option Shares, it shall be
obligated to purchase, and the Transferor shall be obligated to
sell to the Company, such Company Option Shares that the Company
elects to purchase as set forth in the Counter-Notice at a per
share price equal to the lesser of (i) the per share price (and
on the same terms) indicated in the Offer; or (ii) the Fair
Market value (as defined in Section 17(b) and using the date of
the Option Notice as the date of determination of Fair Market
Value) of such shares as determined under Section 17(b), in any
case within 30 days of the date of delivery by the Company of the
Counter-Notice. If the Company elects to purchase all of such
Company Option Shares, it may, in its sole discretion, pay the
purchase price for such Company option shares in accordance with
the terms of a promissory note in the form attached as Exhibit A
hereto.
(b) SALE OF OPTION SHARES TO OFFEROR.
The Transferor may, for 60 days after the expiration of the
90-day period during which the Company may give the
Counter-Notice, sell, pursuant to the terms of the Offer, any or
all of such Company Option Shares not purchased or agreed to be
purchased by the Company or its assignee; PROVIDED, HOWEVER, that
the Transferor shall not sell such Company Option Shares to the
Offeror if the Offeror is a competitor of the Company and the
Company gives a written notice to the Transferor, within 90 days
of its receipt of the Option Notice, stating that the Transferor
shall not sell such Company Option Shares to such Offeror; and
PROVIDED, FURTHER, that prior to the sale of such Company Option
Shares to the Offeror, the Offeror shall execute an agreement
with the Company pursuant to which the Offeror agrees to be
subject to the restrictions set forth in Sections 16, 17, 18 and
20 hereof. If any or all of such Company Option Shares are not
sold pursuant to an Offer within the time permitted above, the
unsold Company Option Shares shall remain subject to the terms of
this Section 16 and any future proposed transfer must again
comply with the provisions set forth herein.
(c) ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.
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If there shall be any change in the Common Stock of the Company
through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split, combination or exchange of shares,
or the like, the restrictions contained in this Section 16 shall
apply with equal force to additional and/or substitute
securities, if any, received by the Employee in exchange for, or
by virtue of his or her ownership of, Option Shares.
(d) FAILURE TO DELIVER COMPANY OPTION SHARES.
If the Transferor fails or refuses to deliver on a timely basis
duly endorsed certificates representing Company Option Shares to
be sold to the Company or its assignee pursuant to this Section
16, the Company shall have the right to deposit the purchase
price for such Company Option Shares in a special account with
any bank or trust company in the Commonwealth of Massachusetts,
giving notice of such deposit to the Transferor, whereupon such
Company Option Shares shall be deemed to have been purchased by
the Company. All such moneys shall be held by the bank or trust
company for the benefit of the Transferor. All moneys deposited
with the bank or trust company remaining unclaimed for two years
after the date of deposit shall be repaid by the bank or trust
company to the Company on demand, and the Transferor shall
thereafter look only to the Company for payment.
(e) EXPIRATION OF COMPANY'S RIGHT OF FIRST REFUSAL.
The first refusal rights of the Company set forth in this Section
16 shall remain in effect until such time, if ever, as an
underwritten public offering is made of shares of the Company's
Common Stock pursuant to a registration statement filed under the
Securities Act of 1933 or a successor statute, at which time this
Section 16 and the right of first refusal set forth herein will
automatically expire.
17. COMPANY'S RIGHT OF REPURCHASE.
(a) RIGHT OF REPURCHASE.
The Company shall have the right (the "Repurchase Right") to
repurchase from the holder of any Option Shares (each a "Holder")
any or all of the Option Shares then owned by such Holder at any
time by giving such Holder a written notice (the "Repurchase
Notice") at least 30 days prior to the date of repurchase. The
Repurchase Notice shall set forth the number of Option Shares to
be repurchased (the "Repurchase Shares"), the Fair Market Value
per share (determined in accordance with Section 17(b) below as
of the date of the Repurchase Notice) of the Repurchase Shares
and the date (the "Repurchase Date") on which such Repurchase
Shares are to be repurchased by the Company (such date not to be
more than 120 nor less than 30 days after the date of the
Repurchase Notice). On the Repurchase Date, the Company shall
tender to the Holder an amount equal to the number of Repurchase
Shares multiplied by the Fair Market Value per share; provided,
however, that the Company may pay the repurchase amount, in its
sole discretion, in accordance with the terms of a promissory
note in the form attached hereto as EXHIBIT A.. The Company may
assign the Repurchase Right to one or more persons and may
utilize a promissory note to effect its Repurchase right. Upon
timely exercise of the Repurchase Right in the manner provided in
this Section 17(a), the Holder shall deliver to the Company the
stock certificate or certificates representing the Repurchase
Shares, duly endorsed and free and clear of any and all liens,
charges and encumbrances.
(b) FAIR MARKET VALUE.
For purposes of this Agreement, the Fair Market Value of an
Option Share shall be determined in good faith by the Board of
Directors of the Company after taking into account all relevant
factors including, without limitation, the absence of an active
trading market for the shares of Common Stock, the restrictions
on transfer of Option Shares set forth herein and the valuation
attached to other recent issuances of securities by the Company.
The determination by the Board of Directors of Fair Market value
shall be conclusive and binding.
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(c) ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.
If there shall be any change in the Common Stock of the Company
through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split, combination or exchange of shares,
or the like, the restrictions contained in this Section 17 shall
apply with equal force to additional and/or substitute
securities, if any, received by the Employee in exchange for, or
by virtue of his or her ownership of, Option Shares.
(d) FAILURE TO DELIVER REPURCHASE SHARES.
If the Holder fails or refuses to deliver on a timely basis duly
endorsed certificates representing the Repurchase Shares to be
repurchased by the Company or its assignee pursuant to this
Section 17, the Company shall have the right to deposit the
repurchase price for such Repurchase Shares in a special account
with any bank or trust company in the Commonwealth of
Massachusetts, giving notice of such deposit to the Holder,
whereupon such Repurchase Shares shall be deemed to have been
purchased by the Company. All such moneys shall be held by the
bank or trust company for the benefit of the Holder. All moneys
deposited with the bank or trust company remaining unclaimed for
two years after the date of deposit shall be repaid by the bank
or trust company to the Company on demand, and the Holder shall
thereafter look only to the Company for payment.
(e) EXPIRATION OF COMPANY'S REPURCHASE RIGHT.
The Repurchase Right of the Company set forth in this Section 17
shall remain in effect until such time, if ever, as an
underwritten public offering is made of shares of the Company's
Common Stock pursuant to a registration statement filed under the
Securities Act or any successor statute, at which time this
Section 17 and the Repurchase Right set forth herein will
automatically terminate.
18. LOCK-UP AGREEMENT.
The Employee agrees that in connection with an underwritten public offering
of Common Stock, upon the request of the Company or the managing or lead
underwriter for such public offering, this option and the Option Shares may
not be sold, offered for sale or otherwise disposed of without the prior
written consent of the Company or such underwriter, as the case may be, for
at least 180 days after the effectiveness of the registration statement
filed in connection with such offering, or such longer period of time as
the Board of Directors may determine if all of the Company's directors and
officers agree to be similarly bound. The lock-up agreement established
pursuant to this Section 18 shall have perpetual duration.
19. PROVISION OF DOCUMENTATION TO EMPLOYEE.
By signing this Agreement the Employee acknowledges receipt of a copy of
this Agreement and a copy of the Plan.
20. MISCELLANEOUS.
(a) NOTICES.
All notices hereunder shall be in writing and shall be deemed
given when sent by certified or registered mail, postage prepaid,
return receipt requested, to the address set forth below. The
addresses for such notices may be changed from time to time by
written notice given in the manner provided for herein.
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(b) ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement between the
parties relative to the subject matter hereof, and supersedes all
proposals, written or oral, and all other communications between
the parties relating to the subject matter of this Agreement.
This Agreement may be modified, amended or rescinded only by a
written agreement executed by both parties.
(c) SEVERABILITY.
The invalidity, illegality or unenforceability of any provision
of this Agreement shall in no way affect the validity, legality
or enforceability of any other provision.
(d) SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns,
subject to the limitations set forth in Sections 9, 16, 17, and
20 hereof.
(e) GOVERNING LAW.
This Agreement shall be governed by and interpreted in accordance
with the laws of the Commonwealth of Massachusetts, without
giving effect to the principles of the conflicts of laws thereof.
(f) LEGENDS.
The Company may place a legend or legends on any stock
certificate delivered to the any holder of Option Shares
reflecting the restrictions on transfer provided in this
Agreement.
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IN WITNESS WHEREOF, the Company and the Employee have caused this
instrument to be executed as of the date first above written.
Breakaway Solutions, Inc.
50 Rowes Wharf
Boston, MA 02110
/s/ JANIE TREMLETT
- -------------------------
Employee Signature
JANET TREMELTT By: /s/ SAMUEL SPECTOR
- ------------------------- -------------------------
Print Name of Employee Name: Sam Spector
Title: Director of Human Resources
- -------------------------
Street Address
- -------------------------
City State Zip Code
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EXHIBIT A
FORM OF
PROMISSORY NOTE
$_____________ _________ __, 199_
For value received, the undersigned, Breakaway Solutions, Inc., a
Delaware corporation ("Obligor"), hereby promises to pay to the order of Janie
Tremlett ("Lender") at such place as may be designated from time to time in
writing by Lender, the principal sum of ___________ Dollars and ______ Cents
($_________), together with interest in arrears from and including the date
hereof on the unpaid principal balance hereunder, calculated daily, at the rate
of: ____ percent (___%) per annum [the prime rate in effect on the date hereof
for major banks as published in the Wall Street Journal], payable as set forth
below. At the option of Lender and to the extent permitted by applicable law,
the rate of interest on any unpaid principal or interest not paid when due and
payable hereunder shall be two percent (2%) per annum above the rate of interest
set forth in the immediately preceding sentence. Interest shall be calculated on
the basis of actual number of days elapsed over a year of 360 days.
Notwithstanding any other provision of this Promissory Note, Lender does not
intend to charge and Obligor shall not be required to pay any interest or other
fees or charges in excess of the maximum permitted by applicable law; any
payments in excess of such maximum shall be refunded to Obligor or credited to
reduce principal hereunder. All payments received by Lender hereunder will be
applied first to costs of collection, if any, then to interest and the balance
to principal. Principal and interest shall be payable in lawful money of the
United States of America.
Principal shall be paid in sixty (60) equal monthly installments of
________________ Dollars and ______ Cents ($______) each, commencing on
________, 199_, and continuing on the same day of each successive month
thereafter with a final payment of all unpaid principal on ______, 199_;
interest shall be paid monthly commencing on ________, 199_, and continuing on
the same day of each successive month thereafter with a final payment of all
unpaid interest at the time of payment of the principal.
If any day on which a payment is due pursuant to the terms of this
Promissory Note is not a day on which banks in the Commonwealth of Massachusetts
are generally open (a "Business Day"), such payment shall be due on the next
Business Day following.
This Promissory Note may be prepaid at any time, without premium or
penalty, in whole or in part, all such prepayments to be applied upon
installments of most remote maturity. Any prepayment of principal shall be
accompanied by a payment of accrued interest in respect of the principal being
prepaid.
This Promissory Note shall, at the option of the holder hereof, become
due and payable without notice or demand, upon the happening of any one of the
following specified events: (1) failure to pay any amount as herein set forth;
(2) default in the performance of any other obligation to Lender, which default
is not cured within thirty (30) days after written notice of such default from
Lender; (3) insolvency (however evidenced) or the commission of any act of
insolvency; (4) the making of a general assignment for the benefit of creditors;
(5) the filing of any petition or the commencement of any proceeding by Obligor
or any endorser or guarantor of this Promissory Note for any relief under any
bankruptcy or insolvency laws, or any laws relating to the relief of debtors,
readjustment of indebtedness, reorganizations, compositions, or extensions; (6)
the filing of any petition or the commencement of any proceeding against Obligor
or any endorser or guarantor of this Promissory Note for any relief under any
bankruptcy or insolvency laws, or any laws relating to the relief of debtors,
readjustment of indebtedness, reorganizations, compositions, or extensions,
which proceeding is not dismissed within sixty (60) days; (7) suspension of the
transaction of the usual business of Obligor; or (8) the past or future making
of a false representation or warranty by Obligor in connection with any loan or
loans by Lender.
If this Promissory Note is not paid in accordance with its terms,
Obligor shall pay to Lender, in addition to principal and accrued interest
thereon, all costs of collection of the principal and accrued interest,
including, but not limited to, reasonable attorneys' fees, court costs and other
costs for the enforcement of payment of this Promissory Note.
No waiver of any obligation of Obligor under this Promissory Note shall
be effective unless it is in a writing signed by Lender. A waiver by Lender of
any right or remedy under this Promissory Note on any occasion shall not be a
bar to exercise of the same right or remedy on any subsequent occasion or of any
other right or remedy at any time.
Any notice required or permitted under this Promissory Note shall be in
writing and shall be deemed to have been given on the date of delivery, if
personally delivered to the party to whom notice is to be given, or on the fifth
business day after mailing, if mailed to the party to whom notice is to be
given, by certified mail, return receipt requested, postage prepaid, and
addressed to the addressee at the address of the addressee set forth herein, or
to the most recent address, specified by written notice, given to the sender
pursuant to this paragraph.
This Promissory Note is delivered in and shall be enforceable in
accordance with the laws of the Commonwealth of Massachusetts, and shall be
construed in accordance therewith, and shall have the effect of a sealed
instrument.
Obligor hereby expressly waives presentment, demand, and protest,
notice of demand, dishonor and nonpayment of this Promissory Note, and all other
notices or demands of any kind in connection with the delivery, acceptance,
performance, default or enforcement hereof, and hereby consents to any delays,
extensions of time, renewals, waivers or modifications that may be granted or
consented to by the holder hereof with respect to the time of payment or any
other provision hereof .
In the event any one or more of the provisions of this Promissory Note
shall for any reason be held to be invalid, illegal or unenforceable, in whole
or in part or in any respect, or in the event that any one or more of the
provisions of this Promissory Note operate or would prospectively operate to
invalidate this Promissory Note, then and in any such event, such provision(s)
only shall be deemed null and void and shall not affect any other provision of
this Promissory Note and the remaining provisions of this Promissory Note shall
remain operative and in full force and effect and in no way shall be affected,
prejudiced, or disturbed thereby.
OBLIGOR:
By: _______________________
Name: _______________________
Title: _______________________
Attested: _____________________
By: ________________________
Name: ________________________
Title: ________________________
NOTICE OF GRANT OF STOCK OPTIONS
AND OPTION AGREEMENT
Breakaway Solutions, Inc.
ID: 04-3285165
50 Rowes Wharf
Boston, MA 02110
Janie Tremlett Option Number: 00000224
13 Rocky Lane Plan: 98
Medfield, MA 02052 ID: 9990
Number of shares for which this
option is exercisable: 90,000
Vesting Schedule: One-fourth (1/4) of the shares underlying
this option shall vest and become
exercisable on the first anniversary
hereof, with the remainder to vest at the
rate of one-thirty-sixth (1/36) per month
thereafter.