EXHIBIT S
2000 STOCK OPTION PLAN
INCENTIVE STOCK OPTION CONTRACT
-------------------------------
INCENTIVE STOCK OPTION CONTRACT dated as of December 6, 2000 between
XXXXXX, INC., a Delaware corporation (the "Company"), and Xxxxx Xxxxxxxx (the
"Optionee"). Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Company's 2000 Stock Option Plan (the "Plan").
W I T N E S S E T H:
The parties to this Agreement hereby agree as follows:
1. The Company, in accordance with the allotment made by the Stock
Option Committee of the Company's Board of Directors (the "Committee") and
subject to the terms and conditions of the Plan, grants to the Optionee an
option to purchase an aggregate of 25,000 shares of the Common Stock, $1.00 par
value per share, of the Company ("Common Stock") at an exercise price of $2.8875
per share, being at least equal to 110% of the fair market value of such shares
of Common Stock on the date hereof. This option is intended to constitute an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), although the Company makes no
representation or warranty as to such qualification.
2. The term of this option shall be 5 years from the date hereof,
subject to earlier termination as provided in the Plan. This option may be
exercised in whole or in part and from time to time commencing on the date
hereof, but prior to the end of the term of the option, by giving written notice
to the Company at its principal office, presently 000 00xx Xxxxxx, Xxxx Xxx
Xxxx, Xxx Xxxxxx 00000, stating that the Optionee is exercising this incentive
stock option, specifying the number of shares purchased (provided that not less
than one hundred (100) shares may be purchased unless the number purchased is
the total number of shares purchasable hereunder) and accompanied by payment of
the aggregate purchase price therefor in accordance with Section 3 below.
Notwithstanding any of the foregoing, in no event may a fraction of a share of
Common Stock be purchased under this option.
3. The purchase price of shares purchased hereunder may be paid (a) in
cash (or by certified check); (b) with previously acquired shares of Common
Stock having an aggregate fair market value, on the date of exercise, equal to
the aggregate exercise price of all options being exercised; (c) any combination
thereof; or (d) subject to the terms and provisions of the Plan, one-tenth of
the aggregate exercise price in cash (or by certified check) and the balance by
issuance of a recourse promissory note in form satisfactory to the Committee
(the "Note").
4. The Company may withhold (a) cash or (b) with the consent of the
Committee shares of Common Stock to be issued upon exercise of an option or a
combination of cash and shares, having an aggregate fair market value
(determined in accordance with Paragraph 5 of the Plan) equal to the amount
which the Committee determines is necessary to satisfy the obligation of the
Company to withhold Federal, state and local income taxes or other amounts
incurred by reason of the grant, vesting, exercise or disposition of this option
or the disposition of the underlying shares of Common Stock. Alternatively, the
Company may require the Optionee to pay to the Company such amount, in cash,
promptly upon demand.
5. In the event of any disposition of the shares of Common Stock
acquired pursuant to the exercise of this option within two years from the date
hereof or one year from the date of transfer of such shares to the Optionee, the
Optionee shall notify the Company thereof in writing within 30 days after such
disposition. In addition, the Optionee shall provide the Company on demand with
such information as the Company shall reasonably request in connection with
determining the amount and character of the Optionee's income, the Company's
deduction and its obligation to withhold taxes or other amounts incurred by
reason of such disqualifying disposition, including the amount thereof. The
Optionee shall pay the Company in cash on demand the amount, if any, which the
Company determines is necessary to satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be exercisable
by the Optionee unless (a) a Registration Statement under the Securities Act of
1933, as amended (the "Securities Act") with respect to the shares of Common
Stock to be received upon the exercise of this option shall be effective and
current at the time of exercise or (b) there is an exemption from registration
under the Securities Act for the issuance of the shares of Common Stock upon
such exercise. The Optionee hereby represents and warrants to the Company that,
unless such a Registration Statement is effective and current at the time of
exercise of this option, the shares of Common Stock to be issued upon the
exercise of this option will be acquired by the Optionee for his own account,
for investment only and not with a view to the resale or distribution thereof.
In any event, the Optionee shall notify the Company of any proposed resale of
the shares of Common Stock issued to him upon exercise of this option. Any
subsequent resale or distribution of shares of Common Stock by the Optionee
shall be made only pursuant to (x) a Registration Statement under the Securities
Act which is effective and current with respect to the sale of shares of Common
Stock being sold, or (y) a specific exemption from the registration requirements
of the Securities Act, but in claiming such exemption, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable written opinion of counsel, in
form and substance satisfactory to the Company, as to the applicability of such
exemption to the proposed sale or distribution. Such representations and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option. Nothing herein shall be construed as requiring the Company to
register the shares subject to this option under the Securities Act or to keep
any Registration Statement current or effective.
-2-
7. Notwithstanding anything herein to the contrary, if at any time the
Committee shall determine, in its discretion, that the listing or qualification
of the shares of Common Stock subject to this option on any securities exchange,
Nasdaq, or under any applicable law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition to, or in
connection with, the issuance of shares of Common Stock hereunder, this option
may not be exercised in whole or in part unless such listing, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Committee.
8. The Company may endorse such legend or legends upon the certificates
for shares of Common Stock issued upon exercise of this option and may issue
such "stop transfer" instructions to its transfer agent in respect of such
shares as it determines, in its sole discretion, to be necessary or appropriate
to (a) prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act, applicable state securities laws or other
legal requirements, (b) implement the provisions of the Plan or this Contract,
or (c) permit the Company to determine the occurrence of a "disqualifying
disposition," as described in Section 421(b) of the Code, of the shares of
Common Stock transferred upon the exercise of this option.
9. Nothing in the Plan or herein shall confer upon the Optionee any
right to continue in the employ of the Company, any Parent or any Subsidiary, or
interfere in any way with any right of the Company, any Parent or any Subsidiary
to terminate such employment at any time for any reason whatsoever without
liability to the Company, any Parent or any Subsidiary.
10. The Company and the Optionee agree that they will both be subject
to and bound by all of the terms and conditions of the Plan, a copy of which is
attached hereto and made a part hereof. In the event (a) the employment of the
Optionee terminates, (b) of the disability of the Optionee, or (c) of the death
of the Optionee, his rights hereunder shall be governed by and be subject to the
provisions of the Plan. In the event of a conflict between the terms of this
Contract and the terms of the Plan, the terms of the Plan shall govern.
11. The Optionee shall have no rights as a stockholder with respect to
any shares issuable or transferable upon exercise of this option until the date
of the issuance of a stock certificate to him for such shares. Except to the
extent provided in the Plan, this option may not be assigned, transferred,
pledged, hypothecated or disposed of in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar process,
and any such attempted assignment, transfer, pledge, hypothecation or
disposition shall be null and void ab initio and of no force or effect.
12. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee or the Optionee's legal
representative.
-3-
13. This Contract shall be binding upon and inure to the benefit of any
successor or assign of the Company and to the legal representative of the
Optionee's estate.
14. This Contract shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without regard to the
conflicts of law rules thereof, or any other law that would defer to the
substantive laws of another jurisdiction.
15. The invalidity, illegality or unenforceability of any provision
herein shall not affect the validity, legality or enforceability of any other
provision.
16. The Optionee agrees that the Company may amend the Plan and the
options granted to the Optionee under the Plan, subject to the limitations
contained in the Plan. Without limiting the foregoing, the Committee, in its
sole discretion, may at any time make or provide for such adjustments to the
Plan, to the number and class of shares available thereunder and to this option
as it shall deem appropriate, all in accordance with the provisions of the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
XXXXXX, INC.
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------
Title: President
/s/ Xxxxx Xxxxxxxx
---------------------------------
Xxxx Xxxxxxxx, Optionee
00 Xxxx Xxxxxxx
Xxxxxxxx, XX 00000
---------------------------------
Address of Optionee
###-##-####
---------------------------------
Optionee's Social Security Number
-4-
2000 STOCK OPTION PLAN
INCENTIVE STOCK OPTION CONTRACT
-------------------------------
INCENTIVE STOCK OPTION CONTRACT dated as of December 6, 2000 between
XXXXXX, INC., a Delaware corporation (the "Company"), and Xxxxxx Xxxxxxxx (the
"Optionee"). Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Company's 2000 Stock Option Plan (the "Plan").
W I T N E S S E T H:
The parties to this Agreement hereby agree as follows:
1. The Company, in accordance with the allotment made by the Stock
Option Committee of the Company's Board of Directors (the "Committee") and
subject to the terms and conditions of the Plan, grants to the Optionee an
option to purchase an aggregate of 25,000 shares of the Common Stock, $1.00 par
value per share, of the Company ("Common Stock") at an exercise price of $2.625
per share, being at least equal to 100% of the fair market value of such shares
of Common Stock on the date hereof. This option is intended to constitute an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), although the Company makes no
representation or warranty as to such qualification.
2. The term of this option shall be 10 years from the date hereof,
subject to earlier termination as provided in the Plan. This option may be
exercised in whole or in part and from time to time commencing on the date
hereof, but prior to the end of the term of the option, by giving written notice
to the Company at its principal office, presently 000 00xx Xxxxxx, Xxxx Xxx
Xxxx, Xxx Xxxxxx 00000, stating that the Optionee is exercising this incentive
stock option, specifying the number of shares purchased (provided that not less
than one hundred (100) shares may be purchased unless the number purchased is
the total number of shares purchasable hereunder) and accompanied by payment of
the aggregate purchase price therefor in accordance with Section 3 below.
Notwithstanding any of the foregoing, in no event may a fraction of a share of
Common Stock be purchased under this option.
3. The purchase price of shares purchased hereunder may be paid (a) in
cash (or by certified check); (b) with previously acquired shares of Common
Stock having an aggregate fair market value, on the date of exercise, equal to
the aggregate exercise price of all options being exercised; (c) any combination
thereof; or (d) subject to the terms and provisions of the Plan, one-tenth of
the aggregate exercise price in cash (or by certified check) and the balance by
issuance of a recourse promissory note in form satisfactory to the Committee
(the "Note").
4. The Company may withhold (a) cash or (b) with the consent of the
Committee shares of Common Stock to be issued upon exercise of an option or a
combination of cash and shares, having an aggregate fair market value
(determined in accordance with Paragraph 5 of the Plan) equal to the amount
which the Committee determines is necessary to satisfy the obligation of the
Company to withhold Federal, state and local income taxes or other amounts
incurred by reason of the grant, vesting, exercise or disposition of this option
or the disposition of the underlying shares of Common Stock. Alternatively, the
Company may require the Optionee to pay to the Company such amount, in cash,
promptly upon demand.
5. In the event of any disposition of the shares of Common Stock
acquired pursuant to the exercise of this option within two years from the date
hereof or one year from the date of transfer of such shares to the Optionee, the
Optionee shall notify the Company thereof in writing within 30 days after such
disposition. In addition, the Optionee shall provide the Company on demand with
such information as the Company shall reasonably request in connection with
determining the amount and character of the Optionee's income, the Company's
deduction and its obligation to withhold taxes or other amounts incurred by
reason of such disqualifying disposition, including the amount thereof. The
Optionee shall pay the Company in cash on demand the amount, if any, which the
Company determines is necessary to satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be exercisable
by the Optionee unless (a) a Registration Statement under the Securities Act of
1933, as amended (the "Securities Act") with respect to the shares of Common
Stock to be received upon the exercise of this option shall be effective and
current at the time of exercise or (b) there is an exemption from registration
under the Securities Act for the issuance of the shares of Common Stock upon
such exercise. The Optionee hereby represents and warrants to the Company that,
unless such a Registration Statement is effective and current at the time of
exercise of this option, the shares of Common Stock to be issued upon the
exercise of this option will be acquired by the Optionee for his own account,
for investment only and not with a view to the resale or distribution thereof.
In any event, the Optionee shall notify the Company of any proposed resale of
the shares of Common Stock issued to him upon exercise of this option. Any
subsequent resale or distribution of shares of Common Stock by the Optionee
shall be made only pursuant to (x) a Registration Statement under the Securities
Act which is effective and current with respect to the sale of shares of Common
Stock being sold, or (y) a specific exemption from the registration requirements
of the Securities Act, but in claiming such exemption, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable written opinion of counsel, in
form and substance satisfactory to the Company, as to the applicability of such
exemption to the proposed sale or distribution. Such representations and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option. Nothing herein shall be construed as requiring the Company to
register the shares subject to this option under the Securities Act or to keep
any Registration Statement current or effective.
-2-
7. Notwithstanding anything herein to the contrary, if at any time the
Committee shall determine, in its discretion, that the listing or qualification
of the shares of Common Stock subject to this option on any securities exchange,
Nasdaq, or under any applicable law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition to, or in
connection with, the issuance of shares of Common Stock hereunder, this option
may not be exercised in whole or in part unless such listing, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Committee.
8. The Company may endorse such legend or legends upon the certificates
for shares of Common Stock issued upon exercise of this option and may issue
such "stop transfer" instructions to its transfer agent in respect of such
shares as it determines, in its sole discretion, to be necessary or appropriate
to (a) prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act, applicable state securities laws or other
legal requirements, (b) implement the provisions of the Plan or this Contract,
or (c) permit the Company to determine the occurrence of a "disqualifying
disposition," as described in Section 421(b) of the Code, of the shares of
Common Stock transferred upon the exercise of this option.
9. Nothing in the Plan or herein shall confer upon the Optionee any
right to continue in the employ of the Company, any Parent or any Subsidiary, or
interfere in any way with any right of the Company, any Parent or any Subsidiary
to terminate such employment at any time for any reason whatsoever without
liability to the Company, any Parent or any Subsidiary.
10. The Company and the Optionee agree that they will both be subject
to and bound by all of the terms and conditions of the Plan, a copy of which is
attached hereto and made a part hereof. In the event (a) the employment of the
Optionee terminates, (b) of the disability of the Optionee, or (c) of the death
of the Optionee, his rights hereunder shall be governed by and be subject to the
provisions of the Plan. In the event of a conflict between the terms of this
Contract and the terms of the Plan, the terms of the Plan shall govern.
11. The Optionee shall have no rights as a stockholder with respect to
any shares issuable or transferable upon exercise of this option until the date
of the issuance of a stock certificate to him for such shares. Except to the
extent provided in the Plan, this option may not be assigned, transferred,
pledged, hypothecated or disposed of in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar process,
and any such attempted assignment, transfer, pledge, hypothecation or
disposition shall be null and void ab initio and of no force or effect.
12. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee or the Optionee's legal
representative.
-3-
13. This Contract shall be binding upon and inure to the benefit of any
successor or assign of the Company and to the legal representative of the
Optionee's estate.
14. This Contract shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without regard to the
conflicts of law rules thereof, or any other law that would defer to the
substantive laws of another jurisdiction.
15. The invalidity, illegality or unenforceability of any provision
herein shall not affect the validity, legality or enforceability of any other
provision.
16. The Optionee agrees that the Company may amend the Plan and the
options granted to the Optionee under the Plan, subject to the limitations
contained in the Plan. Without limiting the foregoing, the Committee, in its
sole discretion, may at any time make or provide for such adjustments to the
Plan, to the number and class of shares available thereunder and to this option
as it shall deem appropriate, all in accordance with the provisions of the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
XXXXXX, INC.
By: /s/ Xxxxx Xxxxxxxx
---------------------------------
Title: Chairman of the Board
/s/ Xxxxxx Xxxxxxxx
---------------------------------
Xxxxxx Xxxxxxxx, Optionee
000 Xxxxxxx Xxxx
Xxxxxxxx Xxxxx, XX 00000
---------------------------------
Address of Optionee
###-##-####
---------------------------------
Optionee's Social Security Number
-4-
2000 STOCK OPTION PLAN
INCENTIVE STOCK OPTION CONTRACT
-------------------------------
INCENTIVE STOCK OPTION CONTRACT dated as of December 6, 2000 between
XXXXXX, INC., a Delaware corporation (the "Company"), and Xxxxxx Xxxxxxxx (the
"Optionee"). Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Company's 2000 Stock Option Plan (the "Plan").
W I T N E S S E T H:
The parties to this Agreement hereby agree as follows:
1. The Company, in accordance with the allotment made by the Stock
Option Committee of the Company's Board of Directors (the "Committee") and
subject to the terms and conditions of the Plan, grants to the Optionee an
option to purchase an aggregate of 25,000 shares of the Common Stock, $1.00 par
value per share, of the Company ("Common Stock") at an exercise price of $2.8875
per share, being at least equal to 110% of the fair market value of such shares
of Common Stock on the date hereof. This option is intended to constitute an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), although the Company makes no
representation or warranty as to such qualification.
2. The term of this option shall be 5 years from the date hereof,
subject to earlier termination as provided in the Plan. This option may be
exercised in whole or in part and from time to time commencing on the date
hereof, but prior to the end of the term of the option, by giving written notice
to the Company at its principal office, presently 000 00xx Xxxxxx, Xxxx Xxx
Xxxx, Xxx Xxxxxx 00000, stating that the Optionee is exercising this incentive
stock option, specifying the number of shares purchased (provided that not less
than one hundred (100) shares may be purchased unless the number purchased is
the total number of shares purchasable hereunder) and accompanied by payment of
the aggregate purchase price therefor in accordance with Section 3 below.
Notwithstanding any of the foregoing, in no event may a fraction of a share of
Common Stock be purchased under this option.
3. The purchase price of shares purchased hereunder may be paid (a) in
cash (or by certified check); (b) with previously acquired shares of Common
Stock having an aggregate fair market value, on the date of exercise, equal to
the aggregate exercise price of all options being exercised; (c) any combination
thereof; or (d) subject to the terms and provisions of the Plan, one-tenth of
the aggregate exercise price in cash (or by certified check) and the balance by
issuance of a recourse promissory note in form satisfactory to the Committee
(the "Note").
4. The Company may withhold (a) cash or (b) with the consent of the
Committee shares of Common Stock to be issued upon exercise of an option or a
combination of cash and shares, having an aggregate fair market value
(determined in accordance with Paragraph 5 of the Plan) equal to the amount
which the Committee determines is necessary to satisfy the obligation of the
Company to withhold Federal, state and local income taxes or other amounts
incurred by reason of the grant, vesting, exercise or disposition of this option
or the disposition of the underlying shares of Common Stock. Alternatively, the
Company may require the Optionee to pay to the Company such amount, in cash,
promptly upon demand.
5. In the event of any disposition of the shares of Common Stock
acquired pursuant to the exercise of this option within two years from the date
hereof or one year from the date of transfer of such shares to the Optionee, the
Optionee shall notify the Company thereof in writing within 30 days after such
disposition. In addition, the Optionee shall provide the Company on demand with
such information as the Company shall reasonably request in connection with
determining the amount and character of the Optionee's income, the Company's
deduction and its obligation to withhold taxes or other amounts incurred by
reason of such disqualifying disposition, including the amount thereof. The
Optionee shall pay the Company in cash on demand the amount, if any, which the
Company determines is necessary to satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be exercisable
by the Optionee unless (a) a Registration Statement under the Securities Act of
1933, as amended (the "Securities Act") with respect to the shares of Common
Stock to be received upon the exercise of this option shall be effective and
current at the time of exercise or (b) there is an exemption from registration
under the Securities Act for the issuance of the shares of Common Stock upon
such exercise. The Optionee hereby represents and warrants to the Company that,
unless such a Registration Statement is effective and current at the time of
exercise of this option, the shares of Common Stock to be issued upon the
exercise of this option will be acquired by the Optionee for his own account,
for investment only and not with a view to the resale or distribution thereof.
In any event, the Optionee shall notify the Company of any proposed resale of
the shares of Common Stock issued to him upon exercise of this option. Any
subsequent resale or distribution of shares of Common Stock by the Optionee
shall be made only pursuant to (x) a Registration Statement under the Securities
Act which is effective and current with respect to the sale of shares of Common
Stock being sold, or (y) a specific exemption from the registration requirements
of the Securities Act, but in claiming such exemption, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable written opinion of counsel, in
form and substance satisfactory to the Company, as to the applicability of such
exemption to the proposed sale or distribution. Such representations and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option. Nothing herein shall be construed as requiring the Company to
register the shares subject to this option under the Securities Act or to keep
any Registration Statement current or effective.
-2-
7. Notwithstanding anything herein to the contrary, if at any time the
Committee shall determine, in its discretion, that the listing or qualification
of the shares of Common Stock subject to this option on any securities exchange,
Nasdaq, or under any applicable law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition to, or in
connection with, the issuance of shares of Common Stock hereunder, this option
may not be exercised in whole or in part unless such listing, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Committee.
8. The Company may endorse such legend or legends upon the certificates
for shares of Common Stock issued upon exercise of this option and may issue
such "stop transfer" instructions to its transfer agent in respect of such
shares as it determines, in its sole discretion, to be necessary or appropriate
to (a) prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act, applicable state securities laws or other
legal requirements, (b) implement the provisions of the Plan or this Contract,
or (c) permit the Company to determine the occurrence of a "disqualifying
disposition," as described in Section 421(b) of the Code, of the shares of
Common Stock transferred upon the exercise of this option.
9. Nothing in the Plan or herein shall confer upon the Optionee any
right to continue in the employ of the Company, any Parent or any Subsidiary, or
interfere in any way with any right of the Company, any Parent or any Subsidiary
to terminate such employment at any time for any reason whatsoever without
liability to the Company, any Parent or any Subsidiary.
10. The Company and the Optionee agree that they will both be subject
to and bound by all of the terms and conditions of the Plan, a copy of which is
attached hereto and made a part hereof. In the event (a) the employment of the
Optionee terminates, (b) of the disability of the Optionee, or (c) of the death
of the Optionee, his rights hereunder shall be governed by and be subject to the
provisions of the Plan. In the event of a conflict between the terms of this
Contract and the terms of the Plan, the terms of the Plan shall govern.
11. The Optionee shall have no rights as a stockholder with respect to
any shares issuable or transferable upon exercise of this option until the date
of the issuance of a stock certificate to him for such shares. Except to the
extent provided in the Plan, this option may not be assigned, transferred,
pledged, hypothecated or disposed of in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar process,
and any such attempted assignment, transfer, pledge, hypothecation or
disposition shall be null and void ab initio and of no force or effect.
12. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee or the Optionee's legal
representative.
-3-
13. This Contract shall be binding upon and inure to the benefit of any
successor or assign of the Company and to the legal representative of the
Optionee's estate.
14. This Contract shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without regard to the
conflicts of law rules thereof, or any other law that would defer to the
substantive laws of another jurisdiction.
15. The invalidity, illegality or unenforceability of any provision
herein shall not affect the validity, legality or enforceability of any other
provision.
16. The Optionee agrees that the Company may amend the Plan and the
options granted to the Optionee under the Plan, subject to the limitations
contained in the Plan. Without limiting the foregoing, the Committee, in its
sole discretion, may at any time make or provide for such adjustments to the
Plan, to the number and class of shares available thereunder and to this option
as it shall deem appropriate, all in accordance with the provisions of the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
XXXXXX, INC.
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------
Title: President
/s/ Xxxxxx Xxxxxxxx
---------------------------------
Xxxx Xxxxxxxx, Optionee
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
---------------------------------
Address of Optionee
###-##-####
---------------------------------
Optionee's Social Security Number
-4-
