EXHIBIT 10.6
SONOMAWEST
HOLDINGS INC
2002 STOCK OPTION AGREEMENT
R E C I T A L S :
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WHEREAS the Board has adopted the Plan for the purpose of retaining the
services of selected Employees, Officers, members of the Board or of the board
of directors of any Parent or Subsidiary and consultants and other independent
advisors who provide services to the Corporation (or any Parent or Subsidiary);
WHEREAS the Optionee is to render valuable services to the Corporation
(or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is
intended to carry out the purposes of, the Plan in connection with the
Corporation's grant of an option to Optionee; and
WHEREAS all capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.
NOW, THEREFORE, it is hereby agreed as follows:
1. GRANT OF OPTION. The Corporation hereby grants to Optionee, as of
the Grant Date, an option to purchase up to the number of Option Shares
specified in the Grant Notice. The Option Shares shall be purchasable from time
to time during the option term specified in Section 2 hereof at the Exercise
Price.
2. OPTION TERM. This Option shall have a maximum term of ten (10) years
measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Sections 5 or 6 hereof.
3. LIMITED TRANSFERABILITY. This Option shall be neither transferable
nor assignable by Optionee other than by will or by the laws of descent and
distribution following Optionee's death and may be exercised, during Optionee's
lifetime, only by Optionee. However, if this Option is designated a Non-
Statutory Option in the Grant Notice, then this Option may, (i) in connection
with the Optionee's estate plan, be assigned in whole or in part during
Optionee's lifetime to one or more members of the Optionee's Immediate Family or
to a trust established for the exclusive benefit of the Optionee and/or one or
more such family members or (ii) be assigned in whole or in part to the
Optionee's former spouse pursuant to a domestic relations order. The assigned
portion shall be exercisable only by the person or persons who acquire a
proprietary interest in the Option pursuant to such assignment. The terms
applicable to the assigned portion shall be the same as those in effect for this
Option immediately prior to such assignment. Notwithstanding the foregoing, the
Optionee may also designate one or more persons as the beneficiary or
beneficiaries of his or her outstanding options under this Article Two, and
those options shall, in accordance with such designation, automatically be
transferred to such beneficiary or beneficiaries upon the Optionee's death while
holding those options. Such beneficiary or beneficiaries shall take the
transferred option subject to all the terms and conditions of this Agreement,
including (without limitation) the limited time period during which the option
may be exercised following the Optionee's death.
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4. DATES OF EXERCISE. This Option shall become exercisable for the
Option Shares in one or more installments as specified in the Grant Notice,
subject to the special vesting acceleration provisions of Paragraph 6. As the
Option becomes exercisable for such installments, those installments shall
accumulate and the Option shall remain exercisable for the accumulated
installments until the Expiration Date or sooner termination of the option term
under Sections 5 or 6 hereof.
5. CESSATION OF SERVICE. The option term specified in Section 2 hereof
shall terminate (and this Option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable:
(a) Should Optionee cease to remain in Service for any reason
(other than death, Permanent Disability or Misconduct) while this Option is
outstanding, then the period for exercising this Option shall be reduced to a
three (3) month period commencing with the date of such cessation of Service,
but in no event shall this Option be exercisable at any time after the
Expiration Date.
(b) Should Optionee die while this Option is outstanding, then
the personal representative of Optionee's estate or the person or persons to
whom the Option is transferred pursuant to Optionee's will or in accordance with
the laws of descent and distribution, or any person or trust to whom all or a
portion of this Option was previously transferred in accordance with Section 3
hereof or the designated beneficiary or beneficiaries of this option shall have
the right to exercise this Option. Such right shall lapse, and this Option shall
cease to be outstanding, upon the earlier of: (i) the expiration of the twelve
(12) month period measured from the date of Optionee's death; or (ii) the
Expiration Date.
(c) Should Optionee cease Service by reason of Permanent
Disability while this Option is outstanding, then the period for exercising this
Option shall be reduced to a twelve (12) month period commencing with the date
of such cessation of Service, but in no event shall this Option be exercisable
at any time after the Expiration Date.
(d) During the limited period of post-Service exercisability,
this Option may not be exercised in the aggregate for more than the number of
vested Option Shares for which the Option is exercisable at the time of
Optionee's cessation of Service. Upon the expiration of such limited exercise
period or (if earlier) upon the Expiration Date, this Option shall terminate and
cease to be outstanding for any otherwise exercisable Option Shares for which
the Option has not been exercised. However, this Option shall, immediately upon
Optionee's cessation of Service for any reason, terminate and cease to be
outstanding with respect to any Option Shares for which this Option is not
otherwise at that time exercisable.
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(e) Except as otherwise determined in the discretion of the
Plan Administrator, either at the time the option is granted or at any time the
option remains outstanding, should Optionee's Service be terminated for
Misconduct or should Optionee otherwise engage in Misconduct while this option
is outstanding, then this Option shall terminate immediately and cease to remain
outstanding.
6. SPECIAL ACCELERATION OF OPTION.
(a) The Option, to the extent outstanding at the time of a
Change in Control transaction but not otherwise fully exercisable, shall
automatically accelerate so that this Option shall, immediately prior to the
effective date of such Change in Control, become exercisable for all of the
Option Shares at the time subject to this option and may be exercised for any or
all of those Option Shares as fully vested shares of Common Stock.
Notwithstanding the foregoing, this Option shall not become exercisable on such
an accelerated basis if and to the extent: (i) this Option is, in connection
with the Change in Control, to be assumed by the successor corporation (or
Parent thereof) or otherwise continued in full force and effect pursuant to the
terms of the Change in Control; or (ii) this Option is to be replaced with a
cash incentive program of the successor corporation which preserves the spread
existing at the time of the Change in Control on the Option Shares for which
this Option is not otherwise at that time exercisable (the excess of the Fair
Market Value of those Option Shares over the aggregate Exercise Price payable
for such shares) and provides for subsequent payout in accordance with the same
option exercise/vesting schedule set forth in the Grant Notice.
(b) Immediately following the Change in Control, this Option
shall terminate and cease to be outstanding, except to the extent assumed by the
successor corporation (or Parent thereof) or otherwise continued in full force
and effect pursuant to the terms of the Change in Control transaction.
(c) If this Option is assumed in connection with a Change in
Control (or otherwise continued in full force and effect), then this Option
shall be appropriately adjusted, immediately after such Change in Control, to
apply to the number and class of securities or other property which would have
been issuable to Optionee in consummation of such Change in Control had the
Option been exercised immediately prior to such Change in Control, and
appropriate adjustments shall also be made to the Exercise Price, provided the
aggregate Exercise Price shall remain the same.
(d) Notwithstanding the foregoing, immediately upon an
Involuntary Termination of Optionee's Service within eighteen (18) months
following a Change in Control transaction, the Option, to the extent outstanding
at the time but not otherwise fully exercisable, shall automatically accelerate
so that the Option shall become immediately exercisable for all the Option
Shares at the time subject to the Option and may be exercised for any or all of
those Option Shares as fully vested shares. The Option as accelerated shall
remain so exercisable until the earlier of: (i) the Expiration Date; or (ii) the
expiration of the one (1) year period measured from the date of the Optionee's
Involuntary Termination.
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(e) This Option may also be subject to acceleration in
accordance with the terms of any special Addendum attached to this Agreement.
7. ADJUSTMENT IN OPTION SHARES. Should any change be made to the Common
Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to: (i) the total number
and/or class of securities subject to this Option; and (ii) the Exercise Price
in order to reflect such change and thereby preclude a dilution or enlargement
of benefits hereunder.
8. STOCKHOLDER RIGHTS. The holder of this Option shall not have any
stockholder rights with respect to the Option Shares until such person shall
have exercised the Option, paid the Exercise Price and become a holder of record
of the purchased shares.
9. MANNER OF EXERCISING OPTION.
(a) In order to exercise this Option with respect to all or any part of
the Option Shares for which this Option is at the time exercisable, Optionee (or
any other person or persons exercising the Option) must take the following
actions:
(i) To the extent the Option is exercised for vested Option
Shares, execute and deliver to the Corporation a Notice of Exercise for the
Option Shares for which the Option is exercised. To the extent the Option is
exercised for unvested Option Shares, execute and deliver to the Corporation a
Purchase Agreement for those unvested Option Shares. In connection with the
Purchase Agreement, any certificate issued upon the exercise of the Option shall
bear legends as set forth in the Purchase Agreement.
(ii) Pay the aggregate Exercise Price for the purchased shares
in one or more of the following forms:
(A) cash or check made payable to the
Corporation; or
(B) a promissory note payable to the
Corporation, but only to the extent authorized by the Plan Administrator in
accordance with Section 14 hereof; or
(C) shares of Common Stock held by Optionee
(or any other person or persons exercising the option) for the requisite period
necessary to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date; or
(D) through a special sale and remittance
procedure pursuant to which Optionee (or any other person or persons exercising
the option) shall concurrently provide irrevocable instructions to a
Corporation-designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
Exercise Price payable for the purchased shares plus all applicable Federal,
state and local income and employment taxes required to be withheld by the
Corporation by reason of such exercise and to the Corporation to deliver the
certificates for the purchased shares directly to such brokerage firm in order
to complete the sale.
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Except to the extent the sale and remittance
procedure is utilized in connection with the Option exercise, payment of the
Exercise Price must accompany the Notice of Exercise or Purchase Agreement, as
applicable, delivered to the Corporation in connection with the Option exercise.
(iii) Furnish to the Corporation appropriate
documentation that the person or persons exercising the Option (if other than
Optionee) have the right to exercise this Option.
(iv) Make appropriate arrangements with the
Corporation (or Parent or Subsidiary employing or retaining Optionee) for the
satisfaction of all Federal, state and local income and employment tax
withholding requirements applicable to the option exercise.
(b) As soon as practical after the Exercise Date, the
Corporation shall issue to or on behalf of Optionee (or any other person or
persons exercising this Option) a certificate for the purchased Option Shares,
with the appropriate legends affixed thereto.
(c) In no event may this Option be exercised for any
fractional shares.
10. NO IMPAIRMENT OF RIGHTS. This Agreement shall not in any way affect
the right of the Corporation to adjust, reclassify, reorganize or otherwise make
changes in its capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets. In
addition, this Agreement shall not in any way be construed or interpreted so as
to affect adversely or otherwise impair the rights of the Corporation (or any
Parent or Subsidiary employing or retaining Optionee) or of Optionee, which
rights are hereby expressly reserved by each, to terminate Optionee's Service at
any time for any reason, with or without cause.
11. COMPLIANCE WITH LAWS AND REGULATIONS.
(a) The exercise of this Option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Corporation and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of the Nasdaq SmallCap Market (or any Stock Exchange, if
applicable) on which the Common Stock may be listed for trading at the time of
such exercise and issuance.
(b) The inability of the Corporation to obtain approval from
any regulatory body having authority deemed by the Corporation to be necessary
to the lawful issuance and sale of any Common Stock pursuant to this Option
shall relieve the Corporation of any liability with respect to the non-issuance
or sale of the Common Stock as to which such approval shall not have been
obtained. The Corporation, however, shall use its best efforts to obtain all
such approvals.
12. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in
Sections 3 and 6 hereof, the provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Corporation and its successors and assigns
and Optionee, Optionee's assigns and the legal representatives, heirs and
legatees of Optionee's estate.
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13. NOTICES. Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to be
given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated below Optionee's signature line on the Grant Notice. All
notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.
14. FINANCING. The Plan Administrator may, in its absolute discretion
and without any obligation to do so, permit Optionee to pay the Exercise Price
for the purchased Option Shares by delivering a full-recourse promissory note
payable to the Corporation. The terms of any such promissory note (including the
interest rate, the requirements for collateral and the terms of repayment) shall
be established by the Plan Administrator in its sole discretion.
15. CONSTRUCTION. This Agreement and the Option evidenced hereby are
made and granted pursuant to the Plan and are in all respects limited by and
subject to the terms of the Plan. All decisions of the Plan Administrator with
respect to any question or issue arising under the Plan or this Agreement shall
be conclusive and binding on all persons having an interest in this Option.
16. GOVERNING LAW. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of California without
resort to that State's conflict-of-laws rules.
17. EXCESS SHARES. If the Option Shares covered by this Agreement
exceed, as of the Grant Date, the number of shares of Common Stock which may
without stockholder approval be issued under the Plan, then this Option shall be
void with respect to those excess shares, unless stockholder approval of an
amendment sufficiently increasing the number of shares of Common Stock issuable
under the Plan is obtained in accordance with the provisions of the Plan.
18. OPTIONEE UNDERTAKING. Optionee hereby agrees to take whatever
additional action and execute whatever additional documents the Corporation may
deem necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on either Optionee or the Option Shares
pursuant to the provisions of this Agreement.
19. REPRESENTATION BY COUNSEL. Each party hereby agrees and
acknowledges that (i) such party has had the opportunity to consult with
independent legal, tax and financial counsel of each party's choice, in order to
be advised with respect to the effect of this Agreement, the Notice of Exercise
and the Purchase Agreement and (ii) neither the Corporation nor its attorneys
have provided legal, tax or financial advice of any nature to Optionee.
20. ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE OPTION. In the event
this Option is designated an Incentive Option in the Grant Notice, the following
terms and conditions shall also apply to the grant:
(a) This option shall cease to qualify for favorable tax
treatment as an Incentive Option if (and to the extent) this Option is exercised
for one or more Option Shares: (i) more than three (3) months after the date
Optionee ceases to be an Employee for any reason other than death or Permanent
Disability; or (ii) more than twelve (12) months after the date Optionee ceases
to be an Employee by reason of death or Permanent Disability.
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(b) No installment under this Option shall qualify for
favorable tax treatment as an Incentive Option if (and to the extent) the
aggregate Fair Market Value (determined at the Grant Date) of the Common Stock
for which such installment first becomes exercisable hereunder would, when added
to the aggregate value (determined as of the respective date or dates of grant)
of the Common Stock or other securities for which this option or any other
Incentive Options granted to Optionee prior to the Grant Date (whether under the
Plan or any other option plan of the Corporation or any Parent or Subsidiary)
first become exercisable during the same calendar year, exceed One Hundred
Thousand Dollars ($100,000.00) in the aggregate. Should such One Hundred
Thousand Dollar ($100,000.00) limitation be exceeded in any calendar year, this
Option shall nevertheless become exercisable for the excess shares in such
calendar year as a Non-Statutory Option.
(c) Should the exercisability of this Option be accelerated
upon a Change in Control transaction, then this Option shall qualify for
favorable tax treatment as an Incentive Option only to the extent the aggregate
Fair Market Value (determined at the Grant Date) of the Common Stock for which
this Option first becomes exercisable in the calendar year in which the Change
in Control occurs does not, when added to the aggregate value (determined as of
the respective date or dates of grant) of the Common Stock or other securities
for which this Option or one or more other Incentive Options granted to Optionee
prior to the Grant Date (whether under the Plan or any other option plan of the
Corporation or any Parent or Subsidiary) first become exercisable during the
same calendar year, exceed One Hundred Thousand Dollars ($100,000.00) in the
aggregate. Should the applicable One Hundred Thousand Dollar ($100,000.00)
limitation be exceeded in the calendar year of such Change in Control, the
Option may nevertheless be exercised for the excess shares in such calendar year
as a Non-Statutory Option.
(d) Should Optionee hold, in addition to this Option, one or
more other options to purchase Common Stock which become exercisable for the
first time in the same calendar year as this Option, then the foregoing
limitations on the exercisability of such options as Incentive Options shall be
applied on the basis of the order in which such options are granted.
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APPENDIX
The following definitions shall be in effect under the Agreement:
A. AGREEMENT shall mean this 2002 Stock Option Agreement.
B. BOARD shall mean the Corporation's Board of Directors.
C. CHANGE IN CONTROL shall mean a change in ownership or control of the
Corporation effected through any of the following transactions:
(i) a merger, consolidation or reorganization approved by the
Corporation's stockholders, unless securities representing more than
fifty percent (50%) of the total combined voting power of the successor
corporation are immediately thereafter beneficially owned, directly or
indirectly and in substantially the same proportion, by the persons who
beneficially owned the Corporation's outstanding voting securities
immediately prior to such transaction, or
(ii) a sale, transfer or other disposition of all or
substantially all of the Corporation's assets, or
(iii) the acquisition, directly or indirectly, by any person
or related group of persons (other than the Corporation or a person
that directly or indirectly controls, is controlled by, or is under
common control with, the Corporation) of beneficial ownership (within
the meaning of Rule 13d-3 of the 0000 Xxx) of securities possessing
more than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities pursuant to a tender or exchange
offer made directly to the Corporation's stockholders which the Board
recommends such stockholders accept;
PROVIDED, however, the Plan Administrator shall have the
discretionary authority to determine that a transaction or series of
transactions does not constitute a Change in Control. Such
determination by the Plan Administrator shall govern notwithstanding
the fact that the determination is contrary to paragraphs (i) through
(iii) set forth above.
D. CODE shall mean the Internal Revenue Code of 1986, as amended.
E. COMMON STOCK shall mean shares of the Corporation's common stock.
F. CORPORATION shall mean SonomaWest Holdings, Inc., a California
corporation.
G. EMPLOYEE shall mean an "employee" of the Corporation (or any Parent
or Subsidiary) within the meaning of Section 3401(c) of the Code and the
regulations thereunder.
H. EXERCISE DATE shall mean the date on which the Option shall have
been exercised in accordance with Section 4 of the Agreement.
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I. EXERCISE PRICE shall mean the exercise price per Option Share as
specified in the Grant Notice.
J. EXPIRATION DATE shall mean the date on which the Option expires as
specified in the Grant Notice.
K. FAIR MARKET VALUE per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the NASDAQ
SmallCap Market, then the Fair Market Value shall be deemed equal to
the closing selling price per share of Common Stock on the date in
question, as the price is reported by the National Association of
Securities Dealers on the NASDAQ SmallCap Market. If there is no
closing selling price for the Common Stock on the date in question,
then the Fair Market Value shall be the closing selling price on the
last preceding date for which such quotation exists.
(ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be deemed equal to the
closing selling price per share of Common Stock on the date in question
on the Stock Exchange determined by the Plan Administrator to be the
primary market for the Common Stock, as such price is officially quoted
in the composite tape of transactions on such exchange. If there is no
closing selling price for the Common Stock on the date in question,
then the Fair Market Value shall be the closing selling price on the
last preceding date for which such quotation exists.
X. XXXXX DATE shall mean the date of grant of the Option as specified
in the Grant Notice.
X. XXXXX NOTICE shall mean the Notice of Grant of Stock Option
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the Option evidenced hereby.
N. IMMEDIATE FAMILY shall mean any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include
adoptive relationships.
O. INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.
P. INVOLUNTARY TERMINATION shall mean the termination of Optionee's
Service by reason of:
(i) Optionee's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or
(ii) Optionee's voluntary resignation following (A) a change
in Optionee's position with the Corporation (or Parent or Subsidiary
employing Optionee) which materially reduces Optionee's duties and
responsibilities or the level of management to which Optionee reports,
(B) a reduction in Optionee's level of compensation (including base
salary, fringe benefits and target bonus under any corporate
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performance based bonus or incentive programs) by more than fifteen
percent (15%) or (C) a relocation of Optionee's place of employment by
more than fifty (50) miles, provided and only if such change, reduction
or relocation is effected by the Corporation without Optionee's
consent.
Q. MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by
Optionee of confidential information or trade secrets of the Corporation (or any
Parent or Subsidiary), or any intentional wrongdoing by Optionee, whether by
omission or commission, which adversely affects the business or affairs of the
Corporation (or any Parent or Subsidiary) in a material manner. This shall not
limit the grounds for the dismissal or discharge of Optionee or any other
individual in the Service of the Corporation (or any Parent or Subsidiary).
R. 1934 ACT shall mean the Securities Exchange Act of 1934, as amended.
S. NON-STATUTORY OPTION shall mean an option not intended to satisfy
the requirements of Code Section 422.
T. NOTICE OF EXERCISE shall mean the notice of exercise in the form
attached hereto as Exhibit I.
U. OFFICER shall mean any person serving as the president, chief
executive officer, chief financial officer, chief operating officer, treasurer,
secretary or in any other managerial or administrative capacity for the
Corporation or a Parent or Subsidiary of the Corporation, as determined in the
Administrator's discretion.
V. OPTION shall mean the Option granted pursuant to this Agreement.
W. OPTION SHARES shall mean the number of shares of Common Stock
subject to the Option as specified in the Grant Notice.
X. OPTIONEE shall mean the person to whom the Option is granted as
specified in the Grant Notice.
Y. PARENT shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.
Z. PERMANENT DISABILITY shall mean the inability of Optionee to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or has
lasted or can be expected to last for a continuous period of twelve (12) months
or more.
AA. PLAN shall mean the Corporation's 2002 Stock Incentive Plan.
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BB. PLAN ADMINISTRATOR shall mean either the Board or a committee of
the Board acting in its capacity as administrator of the Plan.
CC. SERVICE shall mean the Optionee's performance of services for the
Corporation (or any Parent or Subsidiary) in the capacity of an Employee, an
Officer, a member of the board of directors or a consultant or independent
advisor.
DD. STOCK EXCHANGE shall mean the American Stock Exchange or the New
York Stock Exchange.
EE. SUBSIDIARY shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.
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EXHIBIT I
NOTICE OF EXERCISE
I hereby notify SonomaWest Holdings, Inc. (the "Corporation") that I
elect to purchase _____________________ shares of the Corporation's Common Stock
(the "Purchased Shares") at the option exercise price of _____________ per share
(the "Exercise Price") pursuant to that certain option (the "Option") granted to
me under the Corporation's 2002 Stock Incentive Plan on _____________________,
200_.
Concurrently with the delivery of this Notice of Exercise to the
Corporation, I shall hereby pay to the Corporation the Exercise Price for the
Purchased Shares in accordance with the provisions of my agreement with the
Corporation (or other documents) evidencing the Option and shall deliver
whatever additional documents may be required by such agreement as a condition
for exercise. Alternatively, I may utilize the special broker-dealer sale and
remittance procedure specified in my agreement to effect payment of the Exercise
Price.
____________________ , 200_
Date
------------------------------------
Optionee
Address:
Print name in exact manner it is to
appear on the stock certificate:
------------------------------------
Address to which certificate is to
be sent, if different from address ------------------------------------
above: ------------------------------------
Social Security Number: ------------------------------------
Employee Number ------------------------------------
EXHIBIT 1
