MANARIS CORPORATION
2006 NONQUALIFIED STOCK OPTION PLAN
ARTICLE I
PURPOSE OF PLAN
The purposes of this Non Qualified Stock Option Plan (the "Plan") of MANARIS
CORPORATION (the "Company") is to support and increases the Company's ability to
attract, engage and retain individuals of exceptional talent, to provide
additional incentive for persons employed or associated with the Company,
including without limitation any employee, director, general partner, officer,
attorney, accountant, consultant or advisor, is intended to advance the best
interests of the Company by providing to those persons who have a substantial
responsibility for its management, affairs, and growth by increasing their
proprietary interest in the success of the Company, thereby encouraging them to
maintain their relationships with the Company.
ARTICLE II
DEFINITIONS
For Plan purposes, except where the context might clearly indicate otherwise,
the following terms shall have the meanings set forth below:
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the rules
and regulations promulgated thereunder.
"Committee" shall mean the Compensation Committee, or such other committee
appointed by the Board, which shall be designated by the Board to administer the
Plan. The Committee shall be composed of two or more persons as from time to
time are appointed to serve by the Board and may be members of the Board or the
entire Board.
"Common Shares" shall mean the Company's Common Shares $0.00001 par value per
share, or, in the event that the outstanding Common Shares are hereafter changed
into or exchanged for different shares or securities of the Company, such other
shares or securities.
"Company" shall mean MANARIS CORPORATION, a Nevada Corporation, and any parent
or subsidiary corporation of MANARIS CORPORATION, as such terms are defined in
Section 425(e) and 425(f), respectively of the Code.
"Consultant" means any natural person who is engaged by the Company or any
Parent or Subsidiary to render consulting or advisory services to such entity
and who satisfies the requirements of subsection (c)(1) of Rule 701 under the
Securities Act of 1933, as amended.
"Employee" means any person, including officers and Directors, employed by the
Company or any Parent or Subsidiary of the Company. A Service Provider shall not
cease to be an Employee in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor.
"Management" shall mean the Chief Executive Officer, the Chief Financial Officer
and all other officers and individuals that may be appointed by the Board.
"Optionee" shall mean any person employed or associated with the affairs of the
Company who has been granted one or more Stock Options under the Plan.
"Service Provider" shall mean any Employee, Management or Consultant.
"Stock Option" or "NQSO" shall mean a stock option granted pursuant to the terms
of the Plan.
"Stock Option Agreement" shall mean the agreement between the Company and the
Optionee under which the Optionee may purchase Common Shares hereunder.
ARTICLE III
ADMINISTRATION OF THE PLAN
1. The Board, the Committee or any person appointed by the Board, shall
administer the Plan and accordingly, it shall have full power to grant Stock
Options, construe and interpret the Plan, establish rules and regulations and
perform all other acts, including the delegation of administrative
responsibilities, it believes reasonable and proper.
2. The determination of those eligible to receive Stock Options, and the amount,
price, type and timing of each Stock Option and the terms and conditions of the
respective stock option agreements shall rest in the sole discretion of the
Committee, subject to the provisions of the Plan.
3. The Committee may cancel any Stock Options awarded under the Plan if an
Optionee conducts himself in a manner which the Committee determines to be
inimical to the best interest of the Company and its shareholders as set forth
more fully in paragraph 8 of Article X of the Plan.
4. The Board, or the Committee, may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or in any granted Stock Option, in the
manner and to the extent it shall deem necessary to carry it into effect.
5. Any decision made, or action taken, by the Committee or the Board arising out
or in connection with the interpretation and administration of the Plan shall be
final and conclusive.
6. Meetings of the Committee shall be held at such times and places as shall be
determined by the Committee. A majority of the members of the Committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of those members present at any meeting shall decide any question brought before
that meeting. In addition, the Company may take any action otherwise proper
under the Plan by the affirmative vote, taken without a meeting, of a majority
of its members.
7. No member of the Committee shall be liable for any act or omission of any
other member of the Committee or for any act or omission on his own part,
including, but not limited to, the exercise of any power or discretion given to
him under the Plan except those resulting form his own gross negligence or
willful misconduct. 8. The Company, through its Management, shall supply full
and timely information to the Committee on all matters relating to the
eligibility of Optionee's, their duties and performance, and current information
on any Optionee's death, retirement, disability or other termination of
association with the Company, and such other pertinent information as the
Committee may require. The Company shall furnish the Committee with such
clerical and other assistance as is necessary in the performance of its duties
hereunder.
ARTICLE IV
SHARES SUBJECT TO THE PLAN
1. The total number of shares of the Company available for grants of Stock
Options under the Plan shall be 5,000,000 Common Shares, subject to adjustment
as herein provided, which shares may be either authorized but unissued or
reacquired Common Shares of the Company.
2. If a Stock Option or portion thereof shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares covered by such
NQSO shall be available for future grants of Stock Options.
ARTICLE V
STOCK OPTION TERMS AND CONDITIONS
1. Consistent with the Plan's purpose, Stock Options may be granted to any
person who is performing or who has been engaged to perform services of special
importance to management in the operation, development and growth of the
Company.
2. Determination of the option price per share for any stock option issues
hereunder shall rest in the sole and unfettered discretion of the Committee. 3.
All Stock Options granted under the Plan shall be evidenced by agreements which
shall be subject to applicable provisions of the Plan, and such other provisions
as the Committee may adopt, including the provisions set forth in paragraphs 2
through 11 of this Article V.
4. All Stock Options granted hereunder must be granted within ten years from the
date this Plan is adopted. 5. No Stock Option granted hereunder shall be
exercisable after the expiration of ten years from the date such NQSO is
granted. The Committee, in its discretion, may provide that an option shall be
exercisable during such ten year period or during any lesser period of time. The
Committee may establish installment exercise terms for a Stock Option such that
the NQSO becomes fully exercisable in a series of cumulating portions. If an
Optionee shall not, in any given installment period, purchase all the Common
Shares which such Optionee is entitled to purchase within such installment
period, such Optionee's right to purchase any Common Shares not purchased in
such installment period shall continue until the expiration or sooner
termination of such NQSO. The Committee may also accelerate the exercise of any
NQSO.
6. A Stock Option, or portion thereof, shall be exercised by deliver of (i) a
written notice of exercise to the Company specifying the number of Common Shares
to be purchased, and (ii) payment of the full price of such Common Shares, as
fully set forth in paragraph 7 of this Article V. No NQSO or installment thereof
shall be reusable except with respect to whole shares, and fractional share
interests shall be disregarded. Not less than 100 Common Shares may be purchased
at one time unless the number purchased is the total number at the time
available for purchase under the NQSO. Until the Common Shares represented by an
exercised NQSO are issued to an Optionee, he/she shall have none of the rights
of a shareholder.
7. The exercise price of a Stock Option, or portion thereof, may be paid:
A. In United States dollars, in cash or by cashier's check, certified
check, bank draft or money order, payable to the order of the Company in
an amount equal to the option price; or,
B. At the discretion of the Committee, through the delivery of fully paid
and nonassessable Common Shares, with an aggregate fair market value
(determined as the average of the highest and lowest reported sales prices
on the Common Shares as of the date of exercise of the NQSO, as reported
by such responsible reporting service as the Committee may select, or if
there were not transactions in the Common Shares on such day, then the
last preceding day on which transactions took place), as of the date of
the NQSO exercise equal to the option price, provided such tendered
shares, or any derivative security resulting in the issuance of Common
Shares, have been owned by the Optionee for at least 30 days prior to such
exercise; or,
C. By a combination of both A and B above.
8. The Committee shall determine acceptable methods for tendering Common Shares
as payment upon exercise of a Stock Option and may impose such limitations and
prohibitions on the use of Common Shares to exercise an NQSO as it deems
appropriate.
9. With the Optionee's consent, the Committee may cancel any Stock Option issued
under this Plan and issue a new NQSO to such Optionee.
10. Except by will, the laws of descent and distribution, or with the written
consent of the Committee, no right or interest in any Stock Option granted under
the Plan shall be assignable or transferable, and no right or interest of any
Optionee shall be liable for, or subject to, any lien, obligation or liability
of the Optionee. Upon petition to, and thereafter with the written consent of
the Committee, an Optionee may assign or transfer all or a portion of the
Optionee's rights and interest in any stock option granted hereunder. Stock
Options shall be exercisable during the Optionee's lifetime only by the Optionee
or assignees, or the duly appointed legal representative of an incompetent
Optionee, including following an assignment consented to by the Committee
herein.
11. No NQSO shall be exercisable while there is outstanding any other NQSO which
was granted to the Optionee before the grant of such option under the Plan or
any other plan which gives the right to the Optionee to purchase stock in the
Company or in a corporation which is a parent corporation (as defined in Section
425(e) of the Code) of the Company, or any predecessor corporation of any of
such corporations at the time of the grant. An NQSO shall be treated as
outstanding until it is either exercised in full or expires by reason of lapse
of time.
12. Any Optionee who disposes of Common Shares acquired on the exercise of a
NQSO by sale or exchange either (i) within two years after the date of the grant
of the NQSO under which the stock was acquired, or (ii) within one year after
the acquisition of such Shares, shall notify the Company of such disposition and
of the amount realized upon such disposition. The transfer of Common Shares may
also be restricted by applicable provisions of the Securities Act of 1933, as
amended.
13. If an Optionee ceases to be a Service Provider, such Optionee may exercise
his or her Option within thirty (30) days of termination, or such longer period
of time as specified in the Option Agreement, to the extent the Option is vested
on the date of termination (but in no event later than the expiration of the
term of the Option as set forth in the Option Agreement). If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If after termination, the Optionee does not exercise his or her Option within
the thirty (30) days or within time specified by the Committee, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
ARTICLE VI
ADJUSTMENTS OR CHANGES IN CAPITALIZATION
1. In the event that the outstanding Common Shares of the Company are hereafter
changed into or exchanged for a different number of kinds of shares or other
securities of the Company by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend:
A. Prompt, proportionate, equitable, lawful and adequate adjustment shall
be made of the aggregate number and kind of shares subject to Stock
Options which may be granted under the Plan, such that the Optionee shall
have the right to purchase such Common Shares as may be issued in exchange
for the Common Shares purchasable on exercise of the NQSO had such merger,
consolidation, other reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend not taken place;
B. Rights under unexercised Stock Options or portions thereof granted
prior to any such change, both as to the number or kind of shares and the
exercise price per share, shall be adjusted appropriately, provided that
such adjustments shall be made without change in the total exercise price
applicable to the unexercised portion of such NQSO's but by an adjustment
in the price for each share covered by such NQSO's; or,
C. Upon any dissolution or liquidation of the Company or any merger or
combination in which the Company is not a surviving corporation, each
outstanding Stock Option granted hereunder shall terminate, but the
Optionee shall have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise his/her NQSO in whole or
in part, to the extent that it shall not have been exercised, without
regard to any installment exercise provisions in such NQSO.
2. The foregoing adjustment and the manner of application of the foregoing
provisions shall be determined solely by the Committee, whose determination as
to what adjustments shall be made and the extent thereof, shall be final,
binding and conclusive. No fractional Shares shall be issued under the Plan on
account of any such adjustments.
ARTICLE VII
MERGER, CONSOLIDATION OR TENDER OFFER
1. If the Company shall be a party to a binding agreement to any merger,
consolidation or reorganization or sale of substantially all the assets of the
Company, each outstanding Stock Option shall pertain and apply to the securities
and/or property which a shareholder of the number of Common Shares of the
Company subject to the NQSO would be entitled to receive pursuant to such
merger, consolidation or reorganization or sale of assets.
2. In the event that:
A. Any person other than the Company shall acquire more than 20% of the
Common Shares of the Company through a tender offer, exchange offer or
otherwise;
B. A change in the "control" of the Company occurs, as such term is
defined in Rule 405 under the Securities Act of 1933;
C. There shall be a sale of all or substantially all of the assets of the
Company; any then outstanding Stock Option held by an Optionee, who is
deemed by the Committee to be a statutory officer ("insider") for purposes
of Section 16 of the Securities Exchange Act of 1934 shall be entitled to
receive, subject to any action by the Committee revoking such an
entitlement as provided for below, in lieu of exercise of such Stock
Option, to the extent that it is then exercisable, a cash payment in an
amount equal to the difference between the aggregate exercise price of
such NQSO, or portion thereof, and, (i) in the event of an offer or
similar event, the final offer price per share paid for Common Shares, or
such lower price as the Committee may determine to conform an option to
preserve its Stock Option status, times the number of Common Shares
covered by the NQSO or portion thereof, or (ii) in the case of an event
covered by B or C above, the aggregate fair market value of the Common
Shares covered by the Stock Option, as determined by the Committee at such
time.
3. Any payment which the Company is required to make pursuant to paragraph 2 of
this Article VII, shall be made within 15 business days, following the event
which results in the Optionee's right to such payment. In the event of a tender
offer in which fewer than all the shares which are validity tendered in
compliance with such offer are purchased or exchanged, then only that portion of
the shares covered by an NQSO as results from multiplying such shares by a
fraction, the numerator of which is the number of Common Shares acquired
purchase to the offer and the denominator of which is the number of Common
Shares tendered in compliance with such offer, shall be used to determine the
payment thereupon. To the extent that all or any portion of a Stock Option shall
be affected by this provision, all or such portion of the NQSO shall be
terminated.
4. Notwithstanding paragraphs 1 and 3 of this Article VII, the Company may, by
unanimous vote and resolution, unilaterally revoke the benefits of the above
provisions; provided, however, that such vote is taken no later than ten
business days following public announcement of the intent of an offer of the
change of control, whichever occurs earlier.
ARTICLE VIII
AMENDMENT AND TERMINATION OF PLAN
1. The Board may at any time, and from time to time, suspend or terminate the
Plan in whole or in part or amend it from time to time in such respects as the
Board may deem appropriate and in the best interest of the Company.
2. No amendment, suspension or termination of this Plan shall, without the
Optionee's consent, alter or impair any of the rights or obligations under any
Stock Option theretofore granted to him/her under the Plan.
3. The Board may amend the Plan, subject to the limitations cited above, in such
manner as it deems necessary to permit the granting of Stock Options meeting the
requirements of future amendments or issued regulations, if any, to the Code.
4. No NQSO may be granted during any suspension of the Plan or after termination
of the Plan.
ARTICLE IX
GOVERNMENT AND OTHER REGULATIONS
The obligation of the Company to issue, transfer and deliver Common Shares for
Stock Options exercised under the Plan shall be subject to all applicable laws,
regulations, rules, orders and approval which shall then be in effect and
required by the relevant stock exchanges on which the Common Shares are traded
and by government entities as set forth below or as the Committee in its sole
discretion shall deem necessary or advisable. Specifically, in connection with
the Securities Act of 1933, as amended, upon exercise of any Stock Option, the
Company shall not be required to issue Common Shares unless the Committee has
received evidence satisfactory to it to the effect that the Optionee will not
transfer such shares except pursuant to a registration statement in effect under
such Act or unless an opinion of counsel satisfactory to the Company has been
received by the Company to the effect that such registration is not required.
Any determination in this connection by the Committee shall be final, binding
and conclusive. The Company may, but shall in no event be obligated to take any
other affirmative action in order to cause the exercise of a Stock Option or the
issuance of Common Shares purchase thereto to comply with any law or regulation
of any government authority.
ARTICLE X
MISCELLANEOUS PROVISIONS
1. No person shall have any claim or right to be granted a Stock Option under
the Plan, and the grant of an NQSO under the Plan shall not be construed as
giving an Optionee the right to be retained by the Company. Furthermore, the
Company expressly reserves the right at any time to terminate its relationship
with an Optionee with or without cause, free from any liability, or any claim
under the Plan, except as provided herein, in an option agreement, or in any
agreement between the Company and the Optionee.
2. Any expenses of administering this Plan shall be borne by the Company.
3. The payment received from Optionee from the exercise of Stock Options under
the Plan shall be used for the general corporate purposes of the Company.
4. The place of administration of the Plan shall be in the State of Nevada, and
the validity, contraction, interpretation, administration and effect of the Plan
and its rules and regulations, and rights relating to the Plan, shall be
determined solely in accordance with the laws of the State of Nevada.
5. Without amending the Plan, grants may be made to persons who are foreign
nationals or employed outside the United States, or both, on such terms and
conditions, consistent with the Plan's purpose, different from those specified
in the Plan as may, in the judgment of the Committee, be necessary or desirable
to create equitable opportunities given differences in tax laws in other
countries.
6. In addition to such other rights of indemnification as they may have as
members of the Board or Committee, the members of the Committee shall be
indemnified by the Company against all costs and expenses reasonably incurred by
them in connection with any action, suit or proceeding to which they or any of
them may be party by reason of any action taken or failure to act under or in
connection with the Plan or any Stock Option granted thereunder, an against all
amount paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except a
judgment based upon a finding of bad faith; provided that upon the institution
of any such action, suit or proceeding a Committee member shall in writing, give
the Company notice thereof and an opportunity, at its own expense, to handle and
defend the same before such Committee member undertakes to handle and defend it
on his/her own behalf.
7. Stock Options may be granted under this Plan form time to time, in
substitution for stock options held by employees of other corporations who are
about to become employees of the Company as the result of a merger or
consolidation of the employing corporation with the Company or the acquisition
by the Company of the assets of the employing corporation or the acquisition by
the Company of stock of the employing corporation as a result of which it become
a subsidiary of the Company. The terms and conditions of such substitute stock
options so granted may vary from the terms and conditions set forth in this Plan
to such extent as the Board of Director of the Company at the time of grant may
deem appropriate to conform, in whole or in part, to the provisions of the stock
options in substitution for which they are granted, but no such variations shall
be such as to affect the status of any such substitute stock options as a stock
option under Section 422A of the Code.
8. Notwithstanding anything to the contrary in the Plan, if the Committee finds
by a majority vote, after full consideration of the facts presented on behalf of
both the Company the Optionee, that the Optionee has been engaged in fraud,
embezzlement, theft, commission of a felony or proven dishonesty in the course
of his/her association with the Company or any subsidiary corporation which
damaged the Company or any subsidiary corporation, or for disclosing trade
secrets of the Company or any subsidiary corporation, the Optionee shall forfeit
all unexercised Stock Options and all exercised NQSO's under which the Company
has not yet delivered the certificates and which have been earlier granted the
Optionee by the Committee. The decision of the Committee as to the case of an
Optionee's discharge and the damage done to the Company shall be final. No
decision of the Committee, however, shall affect the finality of the discharge
of such Optionee by the Company or any subsidiary corporation in any manner.
Further, if Optionee voluntarily terminates employment with the Company, the
Optionee shall forfeit all unexercised stock options.
ARTICLE XI
WRITTEN AGREEMENT
Each Stock Option granted hereunder shall be embodied in a written Stock Option
Agreement which shall be subject to the terms and conditions prescribed above
and shall be signed by the Optionee and by the President or any Vice President
of the Company, for and in the name and on behalf of the Company. Such Stock
Option Agreement shall contain such other provisions as the Committee, in its
discretion shall deem advisable.
ARTICLE XII
EFFECTIVE DATE
This Plan shall become unconditionally effective as of the effective date of
approval of the Plan by the Board of Directors of the Company. No Stock Option
may be granted later than ten (10) years from the effective date of the Plan;
provided, however, that the Plan and all outstanding Stock Options shall remain
in effect until such NQSO's have expired or until such options are cancelled.
NUMBER OF SHARES: _______________ DATE OF GRANT: _______________
NON QUALIFIED STOCK OPTION AGREEMENT
AGREEMENT made this _____ day of __________________, 20____, between
____________________________ (the "Optionee"), and MANARIS CORPORATION, a Nevada
corporation (the "Company").
1. GRANT OF OPTION. The Company, pursuant to the provisions of The 2004 MANARIS
CORPORATION Nonqualified Stock Option Plan (the "Plan"), set forth as Attachment
A hereto, hereby grants to the Optionee, subject to the terms and conditions set
forth or incorporated herein, an Option and Purchase from the Company all or any
part of an aggregate of _______________ Common Shares, as such Common Shares are
now constituted, at the purchase price of $ _______________ per share. The
provisions of the Plan governing the terms and conditions of the Option granted
hereby are incorporated in full herein by reference.
2. EXERCISE. The Option evidenced hereby shall be exercisable in whole or in
part (but only in multiples of 100 Shares unless such exercise is as to the
remaining balance of this Option) on or after __________________, 20___ and on
or before _________________, 20___, provided that the cumulative number of
Common Shares as to which this Option may be exercised (except as provided in
paragraph 1 of Article VI of this Plan) shall not exceed the following amounts:
CUMULATIVE NUMBER OF SHARES PRIOR TO DATE (NOT INCLUSIVE OF)
The Option evidenced hereby shall be exercisable by the deliver to and receipt
by the Company of (i) a written notice of election to exercise, in the form set
forth in Attachment B hereto, specifying the number of shares to be purchased;
(ii) accompanied by payment of the full purchase price thereof in case or
certified check payable to the order of the Company, or by fully-paid and
nonassessable Common Shares of the Company properly endorsed over to the
Company, or by a combination thereof; and, (iii) by return of this Stock Option
Agreement for endorsement of exercise by the Company on Schedule I hereof. In
the event fully paid and nonassessable Common Shares are submitted as whole or
partial payment for Shares to be purchased hereunder, such Common Shares will be
valued at their Fair Market Value (as defined in the 2004 Plan) on the date such
Shares are received by the Company and applied to payment of the exercise price.
3. TRANSFERABILITY. The Option evidenced hereby is NOT assignable or
transferable by the Optionee other than by the Optionee's will, by the laws of
descent and distribution, as provided in paragraph 9 of Article V of the Plan.
The Option shall be exercisable only by the Optionee during his/her lifetime.
MANARIS CORPORATION
BY:
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John G Fraser, President
ATTEST:
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Secretary
Optionee hereby acknowledges receipt of a copy of the Plan, attached hereto and
accepts this Option subject to each and every term and provision of such Plan.
Optionee hereby agrees to accept as binding, conclusive and final, all decisions
or interpretations of the Compensation Committee of the Board of Directors
administering the Plan on any questions arising under such Plan. Optionee
recognizes that if Optionee's employment with the Company or any subsidiary
thereof shall be terminated with cause, or by the Optionee, all of the
Optionee's rights hereunder shall thereupon terminate; and that, pursuant to
paragraph 10 of Article V of the Plan, this Option may not be exercised while
there is outstanding to Optionee any unexercised Stock Option, granted to
Optionee before the date of grant of this Option, to purchase Common Shares of
the Company or any parent or subsidiary thereof.
Dated:
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Optionee
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Type or Print Name
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Address
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Social Security No.
Date:
Secretary,
MANARIS CORPORATION
1155 Rene-Levesque, Suite 2720
Montreal, Quebec
Canada H3B 2K8
Dear Sir/Madam:
In accordance with paragraph 2 of the Nonqualified Stock Option Agreement
evidencing the Option granted to me on _____________________ under The 2005
MANARIS CORPORATION Nonqualified Stock Option Plan, I hereby elect to exercise
this Option to the extent of __________________ Common Shares.
Enclosed are (i) Certificate(s) No.(s) ____________________ representing
fully-paid common shares of MANARIS CORPORATION endorsed to the Company with
signature guaranteed, and/or a certified check payable to the order of MANARIS
CORPORATION in the amount of $_______________ as the balance of the purchase
price of $______________ for the Shares which I have elected to purchase and
(ii) the original Stock Option Agreement for endorsement by the Company as to
exercise on Schedule I thereof. I acknowledge that the Common Shares (if any)
submitted as part payment for the exercise price due hereunder will be valued by
the Company at their Fair Market Value (as defined in the Plan) on the date this
Option exercise is effected by the Company. In the event I hereafter sell any
Common Shares issued pursuant to this option exercise within one year from the
date of exercise or within two years after the date of grant of this Option, I
agree to notify the Company promptly of the amount of taxable compensation
realized by me by reason of such sale for federal income tax purposes.
When the certificate for Common Shares which I have elected to purchase has been
issued, please deliver it to me, along with my endorsed Stock Option Agreement
in the event there remains an unexercised balance of Shares under the Option, at
the following address:
Include Optionee's address here.
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Signature of Optionee
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Type or Print Name