| Number of Shares Subject to Option: | %%TOTAL_SHARES_GRANTED%-% |
| Option Price Per Share: | %%OPTION_PRICE%-% |
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1.
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Expiration. The Options will expire on %%EXPIRE_DATE_PERIOD1%-% (the “Expiration Date”).
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2.
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Termination Without Cause or, if applicable, for Good Reason; Immediate Vesting.
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3.
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Termination For Cause. Upon termination of your employment with the Company for Cause, and notwithstanding the terms of the “Age and Service Vesting” section set forth below, your unexercised vested and unvested Options will terminate immediately.
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4.
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Change in Full-Time Employment Status. In the event that your employment with the Company changes from full-time to part-time for any reason, and notwithstanding the terms of the “Age and Service Vesting” section set forth below, your unvested Options will expire on the date of the change. Your vested Options will be unaffected and remain subject to the terms of this Notice of Grant.
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5.
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Resignation; Leave. Except as otherwise provided in the “Age and Service Vesting” section set forth below, in the event that you resign your employment with the Company, you must exercise your vested Options within three (3) months of your resignation date or they will expire. Options that have not vested by your resignation date will expire on your resignation date. Employees on authorized leave (as determined under the Company’s authorized leave policy) will not be considered as having terminated merely by reason of the leave and will continue to be eligible to exercise and sell their Options during the period of the leave.
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1.
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If you have an effective severance or employment agreement with the Company (or a subsidiary of the Company), then “Cause” shall have the meaning set forth in your employment or severance agreement.
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2.
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If you do not have an effective severance or employment agreement with the Company (or a subsidiary of the Company), then “Cause” shall mean that the Company (or any of its subsidiaries) has any reason to believe any of the following:
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a)
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you have committed fraud, misappropriation of funds or property, embezzlement or other similar acts of dishonesty;
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b)
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you have been convicted of a felony or other crime involving moral turpitude (or pled nolo contendere thereto);
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c)
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you have used, possessed or distributed any illegal drug;
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d)
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you have committed any misconduct that may subject the Company to criminal or civil liability;
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e)
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you have breached your duty of loyalty to the Company, including, without limitation, the misappropriation of any of the Company’s corporate opportunities;
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f)
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you have committed a serious violation or violations of any Company policy or procedure;
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g)
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you refuse to follow the lawful instructions of Company management;
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h)
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you have committed any material misrepresentation in the employment application process;
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i)
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you have committed deliberate actions, including neglect or failure to perform the job, which are contrary to the best interest of the Company; or
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j)
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you have continually failed to perform substantially your duties with the Company.
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1.
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Giving written notice to the Company, signed by you, stating the number of shares you have elected to purchase; and
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2.
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Remitting payment of the purchase price in full (You may deliver Mature Shares of Company common stock that you own in satisfaction of all or any part of the purchase price or make other arrangements satisfactory to the Company and permitted by the Plan regarding payment of the purchase price); and
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3.
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Remitting payment to satisfy the income tax withholding requirements for non-statutory options or making other arrangements to satisfy such withholding that are satisfactory to the Company and permitted by the Plan.
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1.
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Attained 55 years of age and completed ten years of continuous employment with the Company;
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2.
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Attained 62 years of age and completed seven years of continuous employment with the Company; or
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3.
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Attained 65 years of age and completed five years of continuous employment with the Company;
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a)
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Your spouse, children, step-children, grandchildren, step-grandchildren or other lineal descendants (including relationships arising from legal adoptions). Such individuals are hereinafter referred to as “Immediate Family Members”.
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b)
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Trust(s) for the exclusive benefit of any one or more of your Immediate Family Members.
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c)
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Partnership(s), limited liability company(ies) or other entity(ies), the only partners, members or interest holder of which are among your Immediate Family Members.
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d)
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Pursuant to a court issued divorce decree or Domestic Relations Order (as defined in the Code or Title I of the Employee Retirement Income Security Act (or rules thereunder)).
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2.
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You may not receive any consideration in connection with the transfer.
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3.
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Transferees may not subsequently transfer their rights under the Option except by will or by the laws of descent or distribution.
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4.
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Following the transfer, the Option will continue to be subject to the same terms and conditions as were applicable immediately prior to transfer (except that the transferee may deliver the Option exercise notice and payment of the exercise price).
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5.
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You must give written notice of the transfer to the Company and the Company may require that any transfer is conditioned upon the transferee executing any document or agreement requested by the Company.
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·
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50% of your unvested Options shall vest upon the date of the Change of Control; and
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·
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50% of your unvested Options shall vest upon the one year anniversary of the date of the Change of Control. Notwithstanding the foregoing, in the event that any of your unvested Options would have vested sooner than the one year anniversary of the date of the Change of Control (based upon the vesting schedule set forth in the “Vesting of Options” section hereof or any other terms or conditions affecting vesting rights contained herein), such sooner vesting date shall apply to such unvested Options.
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1.
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The SARs shall only be exercisable if a Change of Control occurs. In such event, the SARs will be exercisable at any time during a period of 90 days beginning on the date the Change of Control occurs. To the extent that the SARs or their underlying Options are not exercised during an exercise period, the SARs will become unexercisable again until such time as another Change of Control occurs or %%EXPIRE_DATE_PERIOD1%-% , when they expire.
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2.
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When the SARs become exercisable, you may exercise the SARs by giving written notice to the Company, signed by you, stating the number of SARs that you are exercising.
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3.
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Upon exercise of the SARs, you shall receive in exchange from the Company an amount equal to the excess of (x) the value of the Company’s common stock on the date of exercise, over (y) the exercise price of the underlying Option. For purposes of this paragraph, the value of the Company’s common stock shall be the Fair Market Value of the Company’s common stock on the date of exercise; provided, however, if the net after tax benefit to you, after considering all applicable taxes, interest and penalties, including taxes, interest and penalties imposed under Code section 409A, would be greater if the value was determined based on the highest closing price of the Company’s common stock, on the exchange on which it is then traded, during the 90 days immediately preceding the Change of Control, the value of the Company’s common stock shall be such higher amount. The determination of the net after tax benefit to you shall be made by the Company in its reasonable discretion.
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4.
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The Company’s obligation arising upon exercise of the SARs shall be paid in cash and shall be subject to required income tax withholdings.
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5.
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To the extent a SAR is exercised, the underlying Option must be surrendered. The underlying Option, to the extent surrendered, shall no longer be exercisable.
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| Printed Name | Employee ID Number |