As filed with the Securities and Exchange Commission on June 29, 1999
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
PROVIDIAN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
-------------------
Delaware 94-2933952
(State of incorporation) (IRS Employer Identification No.)
-------------------
201 Mission Street
San Francisco, California 94105
(415) 543-0404
(Address and telephone number of Principal Executive Offices)
1999 Non-Officer Equity Incentive Plan
(Full title of the plan)
--------------
Shailesh J. Mehta
Chief Executive Officer
Providian Financial Corporation
201 Mission Street
San Francisco, California 94105
(415) 543-0404
(Name, address, including zip code and telephone number,
including area code of agent for service)
--------------------
Copies to:
Ellen Richey, Esq.
Executive Vice President, General Counsel and Secretary
Providian Financial Corporation
201 Mission Street
San Francisco, California 94105
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
________________________________________________________________________________
Title of Amount to be Proposed Proposed Amount of
securities to be registered maximum maximum registration
registered offering aggregate fee
price offering
per share (1) price (1)
________________________________________________________________________________
Stock Options
and Common Stock
(par value $0.01) 2,500,000 $85.41 $213,525,000 $59,359.95
shares
________________________________________________________________________________
________________________________________________________________________________
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h) of the Securities Act of
1933, as amended (the "Securities Act"). The price per share and the
aggregate offering price are based on the average of the high and the low
prices of Registrant's Common Stock on June 28, 1999, as reported on the
New York Stock Exchange.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference into this Registration
Statement:
1. The Registrant's annual report on Form 10-K for the fiscal year ended
December 31, 1998, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
2. The Registrant's Current Reports on Form 8-K dated March 26, 1999, and
May 19, 1999, filed pursuant to Section 13(a) of the Exchange Act.
3. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, filed pursuant to Section 13(a) of the Exchange Act;
4. All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (1) above.
5. The description of the Registrant's common stock which is contained in a
Registration Statement on Form 10 filed April 17, 1997, and a Registration
Statement on Form 8-A filed September 2, 1997, to register such securities under
Section 12 of the Exchange Act, including an amendment on Form 8-A/A filed March
26, 1999, and any amendment or report filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
of this Registration Statement from the date of the filing of such reports and
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Ellen Richey, Executive Vice President, General Counsel and Secretary of
the Registrant, acted as counsel for the Registrant in connection with the
Registration Statement and opined on the validity of the shares to be issued and
sold by the Registrant pursuant hereto. As of May 31, 1999, Ms. Richey owned
beneficially 104,276.372 shares of the Registrant's common stock, including
shares issuable upon exercise of employee stock options within 60 days.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") permits a
corporation to indemnify its directors, officers, employees and other agents in
terms sufficiently broad to permit indemnification (including reimbursement for
expenses) under certain circumstances for liabilities arising under the
Securities Act. The Registrant's Bylaws contain provisions covering
indemnification of directors, officers and other agents against certain
liabilities and expenses incurred as a result of proceedings involving such
persons in their capacities as directors, officers, employees or agents,
including proceedings under the Securities Act or the Exchange Act.
The Registrant's Certificate of Incorporation provides for the
indemnification of directors to the fullest extent not prohibited by the DGCL
and authorizes the indemnification by the Registrant of officers, employees and
other agents as set forth in the DGCL.
In addition, the Registrant has obtained directors' and officers' liability
insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibit
5.1 Opinion of General Counsel, Providian Financial Corporation
23.1 Consent of Ernst & Young LLP
23.2 Consent of General Counsel, Providian Financial Corporation. Reference
is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to the signature pages.
99.1* 1999 Non-Officer Equity Incentive Plan
99.2 1999 Non-Officer Equity Incentive Plan UK Sub-Plan and First Amendment
to the Non-Officer Equity Incentive Plan
99.3 Form of Stock Option Agreement under 1999 Non-Officer Equity Incentive
Plan
- ---------------
*Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999, filed pursuant to Section 13(a) of the Exchange
Act, and incorporated herein by reference.
ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
a. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
i. To include any prospectus required by section 10(a)(3) of the
Securities Act;
ii. To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and
iii. To include any material information with respect to the plan o
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
b. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
c. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on
June 28, 1999.
PROVIDIAN FINANCIAL CORPORATION
By: /s/ Shailesh J. Mehta
-----------------------------------------------
Shailesh J. Mehta
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ellen Richey his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or her substitutes or substitute, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Shailesh J. Mehta
- --------------------- Chairman, President and June 28, 1999
Shailesh J. Mehta Chief Executive Officer and
Director (Principal Executive
Officer)
/s/ David J. Petrini
- --------------------
David J. Petrini Executive Vice President and June 28, 1999
Chief Financial Officer
(Principal Financial Officer)
/s/ Daniel Sanford
- ------------------ Senior Vice President June 28, 1999
Daniel Sanford and Controller
(Principal Accounting Officer)
/s/ Christina L. Darwall
- ------------------------ Director June 28, 1999
Christina L. Darwall
/s/ James V. Elliott
- -------------------- Director June 28, 1999
James V. Elliott
/s/ Lyle Everingham
- ------------------- Director June 28, 1999
Lyle Everingham
/s/ J. David Grissom
- -------------------- Director June 28, 1999
J. David Grissom
/s/ F. Warren McFarlan, D.B.A.
- ------------------------------ Director June 28, 1999
F. Warren McFarlan, D.B.A.
/s/ Larry D. Thompson
- --------------------- Director June 28, 1999
Larry D. Thompson
/s/ Ruth M. Owades
- ------------------ Director June 28, 1999
Ruth M. Owades
John L. Weinberg
- ---------------- Director June 28, 1999
John L. Weinberg
EXHIBIT INDEX
Exhibit
5.1 Opinion of General Counsel, Providian Financial Corporation
23.1 Consent of Ernst & Young LLP
23.2 Consent of General Counsel, Providian Financial Corporation. Reference
is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to the signature pages.
99.1* 1999 Non-Officer Equity Incentive Plan.
99.2 1999 Non-Officer Equity Incentive Plan UK Sub-Plan and First Amendment
to the Non-Officer Equity Incentive Plan
99.3 Form of Stock Option Agreement under 1999 Non-Officer Equity Incentive
Plan
- -------------------
*Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999, filed pursuant to Section 13(a) of the Exchange
Act, and incorporated herein by reference.
EXHIBIT 5.1
Securities and Exchange Commission
Division of Corporate Finance
Washington, D. C. 20549
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am General Counsel of Providian Financial Corporation, a Delaware
corporation (the "Company"). This opinion is being delivered to you in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of the shares of the Company's Common Stock, par value $0.01 per
share (the "Common Stock"), issuable under the Providian Financial Corporation
1999 Non-Officer Equity Incentive Plan (the "Plan"). I am a member of the Bar of
the State of California.
I am generally familiar with the properties and affairs of the Company
(including the Plan). I have also examined those records of the Company I deemed
necessary for the purpose of this opinion. On that basis, I am of the opinion
that the two million five hundred thousand (2,500,000) shares of Common Stock of
the Company, when issued pursuant to the terms of the Plan, will be validly
issued, fully paid and nonassessable shares of the Company's Common Stock.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the Plan.
Very truly yours,
/s/ Ellen Richey
Ellen Richey
General Counsel
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to the Providian Financial Corporation 1999
Non-Officer Equity Incentive Plan of our report dated January 20, 1999, with
respect to the consolidated financial statements of Providian Financial
Corporation and subsidiaries incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
San Francisco, California
June 28, 1999
Exhibit 99.2
PROVIDIAN FINANCIAL CORPORATION
1999 NON-OFFICER EQUITY INCENTIVE PLAN
UK SUB-PLAN
and
FIRST AMENDMENT TO THE
PROVIDIAN FINANCIAL CORPORATION
NON-OFFICER EQUITY INCENTIVE PLAN
As adopted on June 29, 1999
1. Article 1: Background and Purpose
1.1 The Providian Financial Corporation 1999 Non-Officer Equity Incentive ("the
Plan") was adopted on May 11, 1999, and is maintained by Providian
Financial Corporation (the "Company").
1.2 This document constitutes the additional provisions (the "UK Sub-Plan")
that are to be read in conjunction with the Plan and are applicable to
those Participants under the Plan who are liable to income tax in the
United Kingdom. This UK Sub-Plan is hereby adopted by the Company on June
29, 1999 as an amendment to the Plan.
1.3 The purpose of this UK Sub-Plan is to advance the interests of the Company
by enabling it and its operating companies to attract and retain the best
available personnel for positions of substantial responsibility in the
United Kingdom and to provide key directors and employees of the Company
and its operating companies, in the United Kingdom, with an opportunity for
investment in the Company; thereby giving them an additional incentive to
increase their efforts on behalf of the long term success of the Company
and its operating companies.
2. Article 2: Definition and Construction
All terms used in this UK Sub-Plan shall have the meaning ascribed to them in
the Plan, and if not defined in the Plan, shall be given their normal and
ordinary meaning except that:
(a) "Consultant" shall mean any person, including an advisor or other form
of independent contractor, engaged by the Company or any Affiliate to
render consulting services and who is compensated for such services,
(provided that such services are not in connection with the offer or
sale of securities in a capital-raising transaction, and do not
directly or indirectly promote or maintain a market for the Company's
securities) who in any such case is liable to income tax in the United
Kingdom, except that the term "Consultant" shall not include
Employees, Officers, Directors, Affiliate Directors or stockholders
beneficially owning ten percent (10%) or more of the Company's Common
Stock.
(b) "Employee" shall mean any person who is a full-time or part-time
employee of the Company or an Affiliate who in any such case is liable
to Schedule E income tax in the United Kingdom, provided that the term
"Employee" shall not include Directors, Affiliate Directors or
Officers.
(c) "UK Sub-Plan" shall mean the provisions contained herein to be known
as the Providian Financial Corporation 1999 Non-Officer Equity
Incentive Plan UK Sub-Plan, as the same may be amended from time to
time.
3. Article 3: Incorporation of Plan
This UK Sub-Plan shall be ancillary and secondary to the Plan, and the
provisions of this UK Sub-Plan shall be applicable to any Participant who has or
shall have a liability to United Kingdom income tax in respect of remuneration
received or receivable from the Company, in which case the provisions of this UK
Sub-Plan shall apply as well as the provisions of the Plan. For the avoidance of
doubt, this UK Sub-Plan does not apply to any Participants who do not have a
United Kingdom income tax liability in respect of remuneration received or
receivable from the Company.
4. Article 4: Restriction on Vesting
Any vesting schedule determined by the Board pursuant to subsection 7(a)(ii) and
subsection 7(b)(iii) defined by the passage of time shall not exceed a period of
five years from the date the Stock Bonus Award or Restricted Stock Award, as the
case may be, is awarded unless the Board expressly determines otherwise.
5. Article 5: Withholding
5.1 A Participant shall indemnify and keep indemnified, the Company and any
Affiliate, on demand in respect of any income tax or primary Class I
National Insurance contribution for which the Company or any Affiliate is
liable to account to the Inland Revenue under the Pay-As-You-Earn ("PAYE")
system and for which it would not have been liable to account but for the
Participant's participation in the Plan (save to the extent that any such
company has already recovered any such income tax or National Insurance
contribution by deduction under the PAYE system).
5.2 The Company or any Affiliate shall be entitled, if it wishes, to deduct and
retain any amount to which it is entitled under this Article 5 from any
payment which is due from it to the Participant.
5.3 The Company (in its own right and as trustee for any Affiliate) shall have
a lien over any shares of Common Stock, whether fully or partly paid, which
have been issued, or are to be issued, to a Participant as security for an
amount to which the Company or Affiliate is entitled under this Article 5
from the Participant. The Company shall be entitled to register in the
names of such nominee for the Participant as the Company shall direct such
number of shares of Common Stock to be awarded to the Participant as the
Company determines will have sufficient value, after taking into account
any expenses of sale, to cover any amount under this Article 5, such shares
(the "Indemnity Shares") to be held by the nominee on the following basis:
5.3.1 if the Participant makes full payment of any sum due under this
Article 5 within 30 days of written demand therefor being made by
the Company, the Indemnity Shares shall be re-registered in the
Participant's name; and
5.3.2 if the Participant does not make payment as specified above, then
the nominee shall be authorised and instructed to sell such
number of the Indemnity Shares as the Company may direct be sold
and shall account to (a) the relevant company for the proceeds of
sale up to the amount required to satisfy the Participant's
liability under this Article 5 and (b) the Participant for any
balance of any said proceeds after deducting any expenses of
sale.
5.4 For the avoidance of doubt, this Article 5 shall apply in addition to the
provisions of subsection 10(e) of the Plan.
6. Article 6: Basis of participation in the Plan
6.1 Notwithstanding any other provision of the Plan:
6.1.1 the Plan shall not form part of any contract of employment
between the Company or any Affiliate and a Participant;
6.1.2 the benefit to a Participant of participation in the Plan shall
not form any part of his remuneration or count as his
remuneration for any purpose; and
6.1.3 if a Participant ceases to be employed by the Company or any
Affiliate, he shall not be entitled to compensation for the loss
of any right or benefit or prospective right or benefit under the
Plan whether by way of damages for unfair dismissal, wrongful
dismissal, breach of contract or otherwise.
6.2 It is a condition of participation in the Plan (which is voluntary) that
the Participant agrees and accepts:
6.2.1 the provisions of Article 6.1; and
6.2.2 that the Participants shall not be entitled to compensation for
the loss of any value or prospective value or of any right or
benefit or prospective right or benefit in respect of any Stock
Award;
and by accepting the grant of a Stock Award, a Participant shall be deemed
to have agreed to the terms of the Plan and UK Sub-Plan.
In Witness Hereof, this UK Sub-Plan is executed and adopted on behalf of
the Company by the undersigned duly authorized officer on the date specified
above.
PROVIDIAN FINANCIAL CORPORATION
By: /s/ Shailesh Mehta
----------------------------
Shailesh Mehta
Chief Executive Officer
Exhibit 99.3
FORM OF STOCK OPTION AGREEMENT
(1999 NON-OFFICER EQUITY INCENTIVE PLAN)
Number Options Granted:
Exercise Price:
Grant Date:
Name NAME
Address ADDRESS
CITY, STATE ZIP
Congratulations on your recent stock option award, which allows you to purchase
_______ shares of Providian Financial Corporation stock. The Human Resources
Committee of our Board of Directors has approved this option grant, which
provides you with incentive compensation directly tied to measured shareholder
value. It is our hope that the individuals who play a role in our company's
success share in its future as owners.
/s/ Shailesh J. Mehta
---------------------
Shailesh J. Mehta
Nonstatutory Stock Option Agreement and Acknowledgment
I. Pursuant to the provisions of Providian Financial Corporation's 1999
Non-Officer Equity Incentive Plan (hereinafter called the "Plan"),
Providian Financial Corporation (hereinafter called the "Corporation") has
on _____________ granted to NAME (hereinafter called the "Grantee"),
subject to the terms and conditions of the Plan and subject to the further
terms and conditions herein set forth, the right and option to purchase all
or any part of _______ shares of Common Stock, par value $0.01, of the
Corporation as such Common Stock is presently constituted, at the exercise
price of $________ per share, such option to be exercisable from time to
time as hereinafter provided. The Plan is incorporated herein by reference
and made a part hereof with the same effect as if herein repeated in full.
II. Without limiting the generality of Section I above, it is understood and
agreed that the option evidenced hereby is subject to the following
conditions:
A. That the option expires upon the earliest of the following (unless
otherwise provided in the Plan):
(i) immediately upon termination of Grantee's employment for Cause
(as defined in the Plan);
(ii) ninety (90) days after the termination of Grantee's continuous
service with the Corporation or an affiliate for any reason other
than disability or death;
(iii)twelve (12) months after the termination of Grantee's continuous
service with the Corporation or an affiliate due to his or her
death or disability; or
(iv) the tenth (10th) anniversary of the Grant Date hereof.
B. That the option shall vest and may be exercised only to the extent of
one-third of the total number of optioned shares after the expiration
of one year of service following the date the option is granted, and
may be exercised only to the extent of two-thirds of the total number
of optioned shares after the expiration of two years of service
following the date the option is granted, and in full only after the
expiration of three years of service after the date the option is
granted, provided that vesting shall cease upon termination of
Grantee's continuous service with the Corporation or an affiliate. The
vesting and exercisability of the option may be accelerated under
certain circumstances in the event of certain changes in control of
the Corporation or other corporate transactions, as provided in the
Plan;
C. That the option shall not be transferable by the Grantee otherwise
than by the Grantee's will or by the laws of descent and distribution,
and that the option shall be exercised during the Grantee's lifetime
only by the Grantee or the Grantee's guardian or legal representative;
and
D. That until the person electing to exercise the option has given notice
of the exercise of the option and paid the exercise price of the
optioned shares to be purchased, the person so electing shall possess
no rights as a stockholder with respect to any such shares.
III. Neither the execution and delivery hereof nor the granting of the option
evidenced hereby shall constitute or be evidence of any agreement or
understanding, express or implied, on the part of the Corporation or any
affiliate of the Corporation to employ the Grantee for any specific period.
IV. In the event that, prior to the delivery by the Corporation of all the
shares of Common Stock subject to the option evidenced hereby, the number
of outstanding shares of Common Stock of the Corporation shall be changed
by reason of certain capitalization adjustments as described in the Plan,
the number of shares of Common Stock of the Corporation then remaining
subject to the option evidenced hereby and the price per share thereafter
payable upon exercise of the option will be appropriately adjusted so as to
reflect such change.
V. The Grantee may exercise the vested portion of the option during its term
by [delivering a Notice of Exercise (in such form and manner as are
designated by the Corporation)] together with payment of the exercise price
to [_________________], or such other person as the Corporation may
designate, together with such additional documents as the Corporation may
then require. The Grantee agrees that, as a condition to any exercise of
the option, the Corporation may require the Grantee to enter into an
arrangement providing for the payment by the Grantee to the Corporation of
any tax withholding obligation of the Corporation arising by reason of the
exercise of the option or the disposition of shares of Common Stock
acquired upon such exercise.
VI. Any notice required to be given hereunder to the Corporation shall be to
_____________, and any notice required to be given hereunder to the Grantee
shall be addressed to him/her at the address noted above or such other
address supplied by the Grantee, subject to the right of either party
hereafter to designate in writing to the other some other address. Any such
notice shall be deemed to have been duly given if and when enclosed in a
properly sealed envelope addressed as aforesaid, deposited, postage
prepaid, in a Post Office regularly maintained by the United States
Government.
VII. The option is subject to all the provisions of the Plan, the provisions of
which are hereby made a part of the option, and is further subject to all
interpretations, amendments, rules and regulations which may from time to
time be promulgated and adopted pursuant to the Plan. In the event of any
conflict between the provisions of the option and those of the Plan, the
provisions of the Plan shall control.
Please note:
o ____________ will maintain official records of stock option grants and
exercises on behalf of the Corporation.
o This Stock Option Agreement and Acknowledgment form summarizes your grant
information. You will not receive a stock option certificate.
o _____________ will hold the original copy of your Stock Option Agreement and
Acknowledgment and can provide any necessary information to you if you
misplace or lose your copy.
- --------------------------------------------------------------------------------
WHAT YOU NEED TO DO
1. Sign and date the original form.
2. Keep a copy for your records[, including the attached Notice of Exercise].
3. Return the original form in the envelope provided to
[ ].
Acknowledged by:
- --------------------------------------- -----------
Grantee's Signature Date
[Attachment: Notice of Exercise]
