\nTax Treatment This option does not qualify as an incentive stock option under
\n Section 422 of the Internal Revenue Code of 1986, as amended (the
\n “Code”) and will therefore receive tax as a nonqualified stock
\n option (an “NSO”).<\/p>\nVesting Your option is fully vested and exercisable as to 75,000
\n shares. The remaining shares covered by your option will
\n vest as follows: 1\/3 (25,000 shares) after 6 months after
\n the Vesting Commencement Date; another 1\/3 (25,000 shares)
\n 12 months after the Vesting Commencement Date, and the
\n remaining 1\/3 (25,000 shares) 18 months after the Vesting
\n Commencement Date. Your option will become fully vested and
\n exercisable in the event any one of the following occurs:<\/p>\n
o The Company involuntarily terminates your employment
\n without Cause (as defined in section 8(a) of your
\n employment agreement).<\/p>\n
o You voluntarily resign your employment for Good Reason
\n (as defined in section 8(b) of your employment
\n agreement).<\/p>\n
o The Company is subject to a Change in Control (as
\n defined in Section 2(b) of the Plan).<\/p>\n
o You die or experience a Total and Permanent Disability
\n (as defined in Section 2(x) of the Plan).<\/p>\n
Term Except as otherwise provided below, your option expires on
\n January 19, 2010.<\/p>\n
Termination for If the Company terminates your employment for Cause (as
\nCause or without defined in section 8(a) of your employment agreement) or if
\nGood Reason you voluntarily resign for any reason other than Good Reason
\n (as defined in section 8(b) of your employment Cause or
\n without agreement), then this option will expire 90 days after
\n the Good Reason effective date of your termination of
\n employment.<\/p>\n
Other If the Company terminates your employment for any reason
\nTerminations other than Cause (as defined in section 8(a) of your
\n employment agreement), or if your employment terminates for
\n Good Reason (as defined in section 8(b) of your employment
\n agreement) or on account of your death or your experiencing
\n a Total and Permanent Disability (as defined in Section
\n 2(x) of the Plan), then this option will expire at the
\n close of business at Company headquarters on the date 12
\n months after the effective date of your
\n termination of employment.<\/p>\n
Leaves of Absence For purposes of this option, your service does not
\n terminate when you go on a military leave, a sick leave or
\n another bona fide leave of absence, if the leave was
\n approved by the Company in writing and if continued
\n crediting of service is required by the terms of the leave
\n or by applicable law. But your service terminates when the
\n approved leave ends, unless you immediately return to
\n active work.<\/p>\n
Restrictions on The Company will not permit you to exercise this option if
\nExercise the issuance of shares at that time would violate any law
\n or regulation.
\n<\/c><\/s><\/caption>\n<\/table>\n
-7-<\/p>\n
James P. Clough, Esq.
\nPage 2<\/p>\n
Notice of Exercise When you wish to exercise this option you must notify the
\n Company by completing the attached “Notice of Exercise of
\n Stock Option” form and filing it with the Human Resources
\n Department of the Company. The notice will be effective
\n when the Company receives it. If someone else wants to
\n exercise this option after your death, that person must
\n prove to the Company’s satisfaction that he or she is
\n entitled to do so.<\/p>\n
Form of Payment When you submit your notice of exercise, you must include
\n payment of the option exercise price for the shares you are
\n purchasing. You may purchase the shares in any of the
\n following forms:<\/p>\n
o Personal check, a cashier’s check or a money order.<\/p>\n
o Shares of Company stock which have been owned by you or
\n your representative for more than 12 months and which
\n are surrendered to the Company in good form for
\n transfer.<\/p>\n
o By delivering on a form approved by the Committee of an
\n irrevocable direction to a securities broker approved
\n by the Company to sell all or part of your option
\n shares and to deliver to the Company from the sale
\n proceeds in an amount sufficient to pay the option
\n exercise price and any withholding taxes. The balance
\n of the sale proceeds, if any, will be
\n delivered to you.<\/p>\n
Withholding Taxes You will not be allowed to exercise this option unless you
\nStock Withholding make arrangements acceptable to the Company to pay any
\n withholding taxes that may be due as a result of the option
\n exercise. These arrangements may include withholding
\n shares of Company stock that otherwise would be issued to
\n you when you exercise this option. The value of these
\n shares, determined as of the effective date of and Stock
\n the option exercise, will be applied to the withholding
\n Withholding taxes.<\/p>\n
Restrictions on By signing this Agreement, you agree not to sell any option
\nResale shares at a time when applicable laws, Company policies or
\n an agreement between the Company and its underwriters
\n prohibit a sale. This restriction will apply
\n as long as you are an employee, consultant or director of
\n the Company or a subsidiary of the Company.<\/p>\n
Transfer of Option Prior to your death, only you can exercise this option. You
\n cannot transfer or assign this option. For instance, you
\n may not sell this option or use it as security for a loan.
\n If you attempt to do any of these things, this option will
\n immediately become invalid. You may in any event dispose of
\n this option in your will. Regardless of any marital
\n property settlement agreement, the Company is not obligated
\n to honor a notice of exercise from your former spouse, nor
\n is the Company obligated to recognize your former spouse’s
\n interest in your option in any other
\n way.<\/p>\n
Retention Rights Neither your option nor this Agreement gives you the right
\n to be retained by the Company or a subsidiary of the
\n Company in any capacity. The Company and its subsidiaries
\n reserve the right to terminate your service at any time,
\n with or without cause.<\/p>\n
Stockholder Rights You, or your estate or heirs, have no rights as a
\n stockholder of the Company until you have exercised this
\n option by giving the required notice to the Company and
\n paying the exercise price. No adjustments are made for
\n dividends or other rights if the applicable record date
\n occurs before you exercise this option, except as
\n described in the Plan.<\/p>\n
-8-<\/p>\n
James P. Clough, Esq.
\nPage 3<\/p>\n
Adjustments In the event of a stock split, a stock dividend or a
\n similar change in Company stock, the number of shares
\n covered by this option and the exercise price per share
\n may be adjusted pursuant to the Plan.<\/p>\n
Applicable Law This Agreement will be interpreted and enforced under the
\n laws of the State of Nevada (without regard to their
\n choice-of-law provisions).<\/p>\n
The Plan and Other The text of the Plan is incorporated in this Agreement by
\nAgreements reference. This Agreement and the Plan constitute the
\n entire understanding between you and the Company regarding
\n this option. Any prior agreements, commitments or
\n negotiations concerning this option are superseded. Only
\n another written agreement, signed by both parties may
\n amend this Agreement.<\/p>\n
BY SIGNING THE COVER SHEET OF THIS AGREEMENT,
\n YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
\n DESCRIBED ABOVE AND IN THE PLAN.<\/p>\n
-9-<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8609],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-39489","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-purchaseprocom-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39489","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39489"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39489"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39489"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39489"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}