<PAGE>
As filed with the Securities and Exchange Commission on July 9, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
COINSTAR, INC.
(Exact name of registrant as specified in its charter)
------------------
DELAWARE 94-3156448
(State of Incorporation) (I.R.S. Employer Identification No.)
-------------------
13231 SE 36TH STREET
SUITE 200
BELLEVUE, WASHINGTON 98006
(206) 644-6789
(Address and telephone number of principal executive offices)
-------------------
1997 EQUITY INCENTIVE PLAN,
EMPLOYEE STOCK PURCHASE PLAN,
1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN, AND
STOCK OPTIONS ISSUED OUTSIDE THE 1997 EQUITY INCENTIVE PLAN
(Full title of the plans)
--------------------
JENS H. MOLBAK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
COINSTAR, INC.
13231 SE 36TH STREET
SUITE 200
BELLEVUE, WASHINGTON 98006
(206) 644-6789
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
---------------------
COPIES TO:
MARK P. TANOURY, ESQ.
STEPHANIE A. ANAGNOSTOU, ESQ.
JAMES F. FULTON, JR., ESQ.
COOLEY GODWARD LLP
3000 SAND HILL ROAD
BUILDING 3, SUITE 230
MENLO PARK, CALIFORNIA 94025-7116
(415) 843-5000
---------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF SECURITIES TO AMOUNT TO BE MAXIMUM MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE PRICE (1)
<S> <C> <C> <C> <C>
Common Stock (par 2,982,213 shares $0.25-$10.50 $26,264,825 $7,959
value $.001)
</TABLE>
- -----------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(a) under the Securities Act of 1933.
The price per share and aggregate offering price are based upon (a) the
actual exercise price for shares subject to outstanding stock options
previously granted under the Registrant's 1997 Equity Incentive Plan (the
"Equity Plan"); (b) the actual exercise price for shares subject to
outstanding stock options previously granted to certain officers and
directors outside of the Equity Plan; (c) for shares issuable under the
Company's Employee Stock Purchase Plan calculated on the basis of 85% of the
initial public offering price of $ 10.50; and (d) for shares issuable under
the Equity Plan and the 1997 Non-Employee Directors' Stock Option Plan (the
"Directors' Plan") calculated on the basis of the initial public offering
price of $ 10.50. The following chart shows the calculation of the
Registration fee.
NUMBER OF OFFERING PRICE AGGREGATE
SECURITIES SHARES PER SHARE OFFERING PRICE
Common Stock issuable 921,900 $0.25-$10.00 $ 5,225,538
pursuant to outstanding
options under the 1997
Equity Incentive Plan
Common Stock available 1,720,313 $10.50 $18,063,287
for grant under the 1997
Equity Incentive Plan
Common Stock available 200,000 $ 8.93 $ 1,786,000
for issuance under the
Employee Stock Purchase
Plan
Common Stock available 100,000 $10.50 $ 1,050,000
for issuance under the
1997 Non-Employee
Directors' Stock Option
Plan
Common Stock issuable 40,000 $ 3.50 $ 140,000
pursuant to outstanding
options outside the
1997 Equity Incentive Plan
- -----------------------------------------------------------------------------
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Coinstar, Inc., a Delaware corporation
(the "Company" or the "Registrant") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) The Company's Registration Statement on Form S-1 (No. 333-26843) and
the prospectus filed with the Commission pursuant to Rule 424(b)(4) under the
Securities Act of 1933, as amended (the "Securities Act"), that contains audited
financial statements for the Company's latest fiscal year for which such
statements have been filed;
(b) A description of the Company's Common Stock, which is contained in
the Form 8-A Registration Statement filed by the Company with the Commission
on May 9, 1997 as amended through the date hereof; and
(c) All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (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.
DESCRIPTION OF SECURITIES
Not applicable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the Common Stock offered pursuant to the
1997 Equity Incentive Plan, the Employee Stock Purchase Plan, the 1997
Non-Employee Directors' Stock Option Plan and the options to purchase up to
40,000 shares of Common Stock granted to certain officers and directors of
the Registrant outside the foregoing plans will be passed upon for the
Company by its counsel, Cooley Godward LLP. Certain partners and associates
of Cooley Godward LLP beneficially own 35,020 shares of Common Stock of the
Company.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law, the
Registrant has broad powers to indemnify its Directors and officers against
liabilities they may incur in such capacities, including liabilities under
the Securities Act of 1933, as amended (the "Securities Act").
The Registrant's Amended and Restated Certificate of Incorporation and
By-laws include provisions to (i) eliminate the personal liability of its
directors for monetary damages resulting from breaches of their fiduciary
duty to the extent permitted by Section 102(b)(7) of the General Corporation
Law of Delaware (the "Delaware Law") and (ii) require the Registrant to
indemnify its Directors and officers to the fullest extent permitted by
Section 145 of the Delaware Law, including circumstances in which
indemnification is otherwise discretionary. Pursuant to Section 145 of the
Delaware Law, a corporation generally has the power to indemnify its present
and former directors, officers, employees and agents against expenses
incurred by them in connection with any suit to which they are or are
threatened to be made, a party by reason of their serving in such positions
so long as they acted in good faith and in a manner they reasonably believed
to be in or not opposed to, the best interests of the corporation and with
respect to any criminal action, they had no reasonable cause to believe their
conduct was unlawful. The Registrant believes that these provisions are
necessary to attract and retain qualified persons as Directors and officers.
These provisions do not eliminate the Directors' duty of care, and, in
appropriate circumstances, equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware Law. In
addition, each Director will continue to be subject to liability for breach
of the Director's duty of loyalty to the Registrant, for acts or omissions
not in good faith or involving
<PAGE>
intentional misconduct, for knowing violations of law, for acts or omissions
that the Director believes to be contrary to the best interests of the
Registrant or its stockholders, for any transaction from which the Director
derived an improper personal benefit, for acts or omissions involving a
reckless disregard for the Director's duty to the Registrant or its
stockholders when the Director was aware or should have been aware of a risk
of serious injury to the Registrant or its stockholders, for acts or
omissions that constitute an unexcused pattern of inattention that amounts to
an abdication of the Director's duty to the Registrant or its stockholders,
for improper transactions between the Director and the Registrant and for
improper distributions to stockholders and loans to Directors and officers.
The provision also does not affect a Director's responsibilities under any
other law, such as the federal securities law or state or federal
environmental laws.
The Registrant has entered into indemnity agreements with each of its
Directors and executive officers that require the Registrant to indemnify such
persons against expenses, judgments, fines, settlements and other amounts
incurred (including expenses of a derivative action) in connection with any
proceeding, whether actual or threatened, to which any such person may be made a
party by reason of the fact that such person is or was a Director or an
executive officer of the Registrant or any of its affiliated enterprises,
provided that such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful. The indemnification agreements also set
forth certain procedures that will apply in the event of a claim for
indemnification thereunder.
At present, there is no pending litigation or proceeding involving a
Director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may
result in claims for indemnification by any officer or Director.
The Registrant has an insurance policy covering the officers and
Directors of the Registrant with respect to certain liabilities, including
liabilities arising under the Securities Act or otherwise.
EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
EXHIBITS
NUMBER DESCRIPTION
4.1(1) Amended and Restated Certificate of Incorporation of Registrant.
4.2(1) Amended and Restated Bylaws of Registrant.
4.2(1) Specimen Stock Certificate.
4.3(1) Second Amended and Restated Investor Rights Agreement, date August 27,
1996, between the Registrant and certain investors, as amended
October 22, 1996.
4.4(1) Indenture between Registrant and The Bank of New York dated October 1,
1996.
4.5(1) Warrant Agreement between Registrant and The Bank of New York dated
October 22, 1996.
4.6(1) Notes Registration Rights Agreement between Registrant and Smith
Barney Inc. dated October 22, 1996.
4.7(1) Warrant Registration Rights Agreement between Registrant and Smith
Barney Inc. dated October 22, 1996.
5.1 Opinion of Cooley Godward LLP.
<PAGE>
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to Signature Page.
99.1 Form of Stock Option outside the 1997 Equity Incentive Plan.
- ---------------
(1) Filed as an exhibit to the Form S-1 Registration Statement (No. 333-26843),
as amended through the date hereof and incorporated herein by reference.
UNDERTAKINGS
(d) 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) (Section 230.424(b) of this chapter) 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.
iii. To include any material information with respect to the
plan of 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 issuer 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.
(e) 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.
<PAGE>
(f) 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Bellevue, State of Washington, on July 9, 1997.
COINSTAR, INC.
By: /S/ JENS H. MOLBAK
-------------------------------------
Jens H. Molbak
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jens H. Molbak and Kirk A. Collamer,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his 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
attorneys-in-fact and agents, and each of them, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his 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.
<TABLE>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ JENS H. MOLBAK President, Chief Executive July 9, 1997
- ---------------------------- Officer and Director
Jens H. Molbak
/S/ KIRK A. COLLAMER Vice President and Chief July 9, 1997
- ---------------------------- Financial Officer
Kirk A. Collamer
/S/ GEORGE H. CLUTE Director July 9, 1997
- ----------------------------
George H. Clute
/S/ LARRY A. HODGES Director July 9, 1997
- ----------------------------
Larry A. Hodges
/S/ DAVID E. STITT Director July 9, 1997
- ----------------------------
David E. Stitt
/S/ RONALD A. WEINSTEIN Director July 9, 1997
- ----------------------------
Ronald A. Weinstein
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
4.1(1) Amended and Restated Certificate of Incorporation of Registrant.
4.2(1) Amended and Restated Bylaws of Registrant.
4.2(1) Specimen Stock Certificate.
4.3(1) Second Amended and Restated Investor Rights Agreement, date
August 27,1996, between the Registrant and certain investors,
as amended October 22, 1996.
4.4(1) Indenture between Registrant and The Bank of New York dated
October 1, 1996.
4.5(1) Warrant Agreement between Registrant and The Bank of New York dated
October 22, 1996.
4.6(1) Notes Registration Rights Agreement between Registrant and
Smith Barney Inc. dated October 22, 1996.
4.7(1) Warrant Registration Rights Agreement between Registrant and
Smith Barney Inc. dated October 22, 1996.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to Signature Page.
99.1 Form of Stock Option outside the 1997 Equity Incentive Plan.
- ---------------
(1) Filed as an exhibit to the Form S-1 Registration Statement (No. 333-26843),
as amended through the date hereof and incorporated herein by reference.
<PAGE>
EXHIBIT 5.1
July 9, 1997
Coinstar, Inc.
13231 SE 36TH Street
Suite 200
Bellevue, Washington 98006
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Coinstar, Inc. (the "Company") of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 2,982,213 shares of the Company's
Common Stock, $.001 par value, (the "Shares") pursuant to its 1997 Equity
Incentive Plan, Employee Stock Purchase Plan, 1997 Non-Employee Directors'
Stock Option Plan and 40,000 shares of Common Stock Issuable outside the 1997
Equity Plan (the "Plans").
In connection with this opinion, we have examined the Registration Statement,
the Plans, your Certificate of Incorporation and Bylaws, as amended, and such
other documents, records, certificates, memoranda and other instruments as we
deem necessary as a basis for this opinion. We have assumed the genuineness
and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans and the
Registration Statement, will be validly issued, fully paid, and nonassessable
(except as to shares issued pursuant to certain deferred payment
arrangements, which will be fully paid and nonassessable when such deferred
payments are made in full).
We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" in the S-8 Registration Statement and to the filing of
this opinion as an exhibit to the Registration Statement.
Yours very truly,
COOLEY GODWARD LLP
/S/ MARK P. TANOURY
Mark P. Tanoury
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Coinstar, Inc. on Form S-8 of our report dated February 14, 1997
(May 28, 1997, as to Notes 1 and 9 and June 27, 1997 as to Notes 2 and 11)
appearing in Coinstar, Inc.'s Prospectus dated July 2, 1997, filed pursuant
to Rule 424(b) of the Securities Act of 1933.
/S/ DELOITTE & TOUCHE LLP
Seattle, Washington
July 9, 1997
<PAGE>
EXHIBIT 99.1
NONSTATUTORY STOCK OPTION
[ ], Optionee:
Coinstar, Inc. (the "Company") has this day granted to you, the optionee
named above, an option to purchase shares of the Series B Preferred stock of the
Company ("Preferred Stock"). This option is not intended to qualify and will
not be treated as an "incentive stock option" within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's employees
(including officers), directors or consultants and is intended to comply with
the provisions of Rule 701 promulgated by the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act").
The details of your option are as follows:
1. The total number of shares of Preferred Stock subject to this option
is [ ]. This option shall be exercisable immediately.
2. (a) The exercise price of this option is $4.00 per share, being not
less than the fair market value of the Preferred Stock on the date of grant
of this option.
(b) Payment of the exercise price per share is due in full in cash
(including check) upon exercise of all or any part of each installment which has
become exercisable by you; provided, however, that, if at the time of exercise,
the Company's Preferred Stock is publicly traded and quoted regularly in the
Wall Street Journal, payment of the exercise price, to the extent permitted by
applicable statutes and regulations, may be made by delivery of already-owned
shares of Preferred Stock, or a combination of cash and already-owned Preferred
Stock. Such Preferred Stock (i) shall be valued at its fair market value on the
date of exercise, (ii) if originally acquired from the Company, must have been
owned by you for at least six (6) months and (iii) must be owned free and clear
of any liens, claims, encumbrances or security interests.
(c) Notwithstanding the foregoing, this option may be exercised
pursuant to a program developed under Regulation T as promulgated by the Federal
Reserve Board which results in the receipt of cash (or check) by the Company
prior to the issuance of Preferred Stock.
3. The minimum number of shares with respect to which this option may be
exercised at any one time is five hundred (500). In no event may this option be
exercised for any number of shares which would require the issuance of anything
other than whole shares.
1.
<PAGE>
4. Notwithstanding anything to the contrary contained herein, this option
may not be exercised unless the shares issuable upon exercise of this option are
then registered under the Act or, if such shares are not then so registered, the
Company has determined that such exercise and issuance would be exempt from the
registration requirements of the Act.
5. The term of this option commences on the date hereof and, unless
sooner terminated as set forth below, terminates on [ ] (which date
shall be no more than ten (10) years from the date this option is granted). In
no event may this option be exercised on or after the date on which it
terminates. This option shall terminate prior to the expiration of its term as
follows: three (3) months after the termination of your employment with the
Company or an affiliate of the Company for any reason or for no reason unless:
(a) such termination of employment is due to your permanent and total
disability (within the meaning of Section 422(c)(6) of the Code), in which event
the option shall terminate on the earlier of the termination date set forth
above or twelve (12) months following such termination of employment;
(b) such termination of employment is due to your death, in which
event the option shall terminate on the earlier of the termination date set
forth above or eighteen (18) months after your death; or
(c) during any part of such three (3) month period the option is not
exercisable solely because of the condition set forth in paragraph 4 above, in
which event the option shall not terminate until the earlier of the termination
date set forth above or until it shall have been exercisable for an aggregate
period of three (3) months after the termination of employment; or
(d) exercise of the option within three (3) months after termination
of your employment with the Company or with an affiliate would result in
liability under section 16(b) of the Securities Exchange Act of 1934, in which
case the option will terminate on the earlier of (i) the termination date set
forth above, (ii) the tenth (10th) day after the last date upon which exercise
would result in such liability or (iii) six (6) months and ten (10) days after
the termination of your employment with the Company or an affiliate.
6. (e) This option may be exercised, to the extent specified above,
by delivering a notice of exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to such
other person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require.
(f) By exercising this option you agree that:
(i) the Company may require you to enter an arrangement
providing for the cash payment by you to the Company of any tax withholding
obligation of the Company arising by reason of: (1) the exercise of this option;
(2) the lapse of any substantial risk of
2.
<PAGE>
forfeiture to which the shares are subject at the time of exercise; or (3) the
disposition of shares acquired upon such exercise; and
(ii) the Company (or a representative of the underwriters) may,
in connection with the first underwritten registration of the offering of any
securities of the Company under the Act, require that you not sell or otherwise
transfer or dispose of any shares of Preferred Stock or other securities of the
Company during such period (not to exceed one hundred eighty (180) days)
following the effective date (the "Effective Date") of the registration
statement of the Company filed under the Act as may be requested by the Company
or the representative of the underwriters. For purposes of this restriction you
will be deemed to own securities which (i) are owned directly or indirectly by
you, including securities held for your benefit by nominees, custodians, brokers
or pledgees; (ii) may be acquired by you within sixty (60) days of the Effective
Date; (iii) are owned directly or indirectly, by or for your brothers or sisters
(whether by whole or half blood) spouse, ancestors and lineal descendants; or
(iv) are owned, directly or indirectly, by or for a corporation, partnership,
estate or trust of which you are a shareholder, partner or beneficiary, but only
to the extent of your proportionate interest therein as a shareholder, partner
or beneficiary thereof. You further agree that the Company may impose
stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such period.
7. This option is not transferable, except by will or by the laws of
descent and distribution, and is exercisable during your life only by you.
8. This option is not an employment contract and nothing in this option
shall be deemed to create in any way whatsoever any obligation on your part to
continue in the employ of the Company, or of the Company to continue your
employment with the Company. In the event that this option is granted to you in
connection with the performance of services as a consultant or director,
references to employment, employee and similar terms shall be deemed to include
the performance of services as a consultant or a director, as the case may be,
provided, however, that no rights as an employee shall arise by reason of the
use of such terms.
9. Any notices provided for in this option shall be given in writing and
shall be deemed effectively given upon receipt or, in the case of notices
delivered by the Company to you, five (5) days after deposit in the United
States mail, postage prepaid, addressed to you at the address specified below or
at such other address as you hereafter designate by written notice to the
Company.
Dated [ ]
3.
