Exhibit 10.25


 


FORM OF STOCK OPTION AGREEMENT


 


THIS
AGREEMENT, dated as of November 22, 2005 (the “Grant Date”) is made
by and between Accellent Holdings Corp., a Delaware corporation (hereinafter
referred to as the “Company”), and the individual whose name is set
forth on the signature page hereof, who is an employee of the Company or a Subsidiary or Affiliate of
the Company, hereinafter referred to as the “Optionee”.  Any capitalized terms herein not otherwise
defined in Article I shall have the meaning set forth in the Plan (as
hereinafter defined).


 


WHEREAS, the
Company wishes to carry out the Plan, the terms of which are hereby
incorporated by reference and made a part of this Agreement; and


 


WHEREAS, the
Committee, appointed to administer the Plan, has determined that it would be to
the advantage and best interest of the Company and its shareholders to grant
the Option provided for herein to the Optionee as an incentive for increased
efforts during his term of office with the Company or its Subsidiaries or
Affiliates, and has advised the Company thereof and instructed the undersigned
officers to issue said Option;


 


NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto do hereby agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Whenever the
following terms are used in this Agreement, they shall have the meaning
specified below unless the context clearly indicates to the contrary.


 


Section 1.1.    - Cause


 


“Cause” shall
mean “Cause” as such term may be defined in any employment agreement between
the Optionee and the Company or any of its Subsidiaries or Affiliates (the “Employment Agreement”), or, if there is no
such Employment Agreement (or if such term is not defined therein), “Cause”
shall mean (i) an
intentional act by the Optionee which materially injures the Company (or any
Subsidiary or Affiliate); (ii) an intentional refusal or failure by the
Optionee to follow lawful and reasonable directions or orders of any officer
who has authority to direct the activities of the Optionee or to whom the
Optionee reports; (iii) a willful and habitual neglect of duties by the
Optionee; (iv) breach by the Optionee of the Company’s (or any Subsidiary
or Affiliate’s) policies and procedures or any breach of the Optionee’s
obligations hereunder or under the Management Stockholder’s Agreement; (v) commission
by the Optionee of any felony or other crime involving imprisonment; (vi) commission
by the Optionee of fraud, misappropriation or embezzlement in connection with
the Company’s (or any Subsidiary or Affiliate’s) business or has otherwise
breached its fiduciary duty to the Company (or any Subsidiary or Affiliate); or
(vii) abuse by the Optionee of illegal drugs, alcohol or other controlled
substances.


 


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Section 1.2.   - Fiscal Year


 


“Fiscal Year”
shall mean each fiscal year of the Company.


 


Section 1.3.    - Fully
Diluted Shares


 


“Fully Diluted Shares” shall mean 129,371,700 shares of Common Stock
issued as of the consummation of the transactions contemplated by the Merger
Agreement (as defined in the Management Stockholder’s Agreement) and issuable
upon the exercise of Rollover Options (as defined in the Management Stockholder’s
Agreement), provided, however, that, to the extent the Company
issues Common Stock, other than pursuant to the exercise of Options and
Rollover Options, or redeems Common Stock, the number of Fully Diluted Shares
shall be adjusted to account therefor.


 


Section 1.4.   - Good Reason


 


“Good Reason”
shall mean “Good Reason” as such term is defined in the Employment Agreement,
or if there is no such Employment Agreement (or if such term is not defined
therein), “Good Reason” shall mean, without the Optionee’s consent, (i) any
reduction in the Optionee’s base salary (other than a reduction that is
applicable to all employees on a consistent basis); (ii) any material
change in the title or duties of the Optionee; or (iii) any required
relocation of the Optionee’s principal place of employment outside of a sixty
(60) mile radius of the Optionee’s then principal place of employment that is
expected to be permanent or indefinite, provided that this exception shall not
apply to reasonable and necessary business travel of any duration.


 


Section 1.5.   -   Option


 


“Option” shall
mean the aggregate of the Time Option and the Performance Option granted under Section 2.1
of this Agreement.


 


Section 1.6.   – Performance Target Value


 


“Performance
Target Value” shall mean, for a Fiscal Year, (x) 12 times the sum of the
Company’s earnings for such year before interest, taxes, depreciation and
amortization (“EBITDA”), calculated in the same manner as EBITDA is calculated
in the Credit Agreement, dated as of November 22, 2005, among Accellent
Merger Sub Inc., Accellent Inc., Accellent Acquisition Corp., JP Morgan Chase
Bank N.A., J. P. Morgan Securities Inc., Credit Suisse and Lehman Commercial
Paper Inc., minus (y) the Company’s net debt (including preferred stock and
capitalized leases); provided, however, that the Committee may
adjust EBITDA to reflect any extraordinary or non-recurring item.


 


Section 1.7.   - Permanent Disability


 


“Permanent
Disability” shall mean “Permanent Disability” as such term is defined in the
Employment Agreement or, if there is no such Employment Agreement (or if such
term is not defined therein), “Permanent Disability” shall mean the Optionee
becoming physically or mentally incapacitated and is therefore unable for a
period of six (6) consecutive months or for


 


2

















 


an aggregate of nine (9) months in any twelve (12) consecutive
month period, to perform substantially all of the material elements of the
Optionee’s duties with the Company or any Subsidiary or Affiliate thereof.  Any question as to the existence of the
Permanent Disability of the Optionee as to which the Optionee and the Company
cannot agree shall be determined in writing by a qualified independent
physician mutually acceptable to the Optionee and the Company.  If the Optionee and the Company cannot agree
as to a qualified independent physician, each shall appoint such a physician
and those two physicians shall select a third who shall make such determination
in writing.  The determination of
Permanent Disability made in writing to the Company and the Optionee shall be
final and conclusive for all purposes of this Agreement.


 


Section 1.8.    - Performance
Option


 


“Performance
Option” shall mean the right and option to purchase, on the terms and
conditions set forth herein, all or any part of an aggregate of the number of
shares of Common Stock set forth on the signature page hereof opposite the
term Performance Option.


 


Section 1.9.   – Plan


 


“Plan”
shall mean the 2005 Equity Plan for Key Employees of Accellent Holdings Corp. and its Subsidiaries and Affiliates.


 


Section 1.10.   - Secretary


 


“Secretary”
shall mean the Secretary of the Company.


 


Section 1.11.    -
Time Option


 


“Time Option”
shall mean the right and option to purchase, on the terms and conditions set
forth herein, all or any part of an aggregate of the number of shares of Common
Stock set forth on the signature page hereof opposite the term Time
Option.


 


ARTICLE II


 


GRANT OF OPTIONS


 


Section 2.1.    - Grant
of Options


 


For good and
valuable consideration, on and as of the date hereof the Company irrevocably
grants to the Optionee (i) a Time Option to purchase any part or all of an
aggregate of the number of shares set forth on the signature page hereof
of its Common Stock upon the terms and conditions set forth in this Agreement
and (ii) a Performance Option to purchase any part or all of an aggregate
of the number of shares set forth on the signature page hereof of its
Common Stock upon the terms and conditions set forth in this Agreement.  The Option shall consist of a Time Option and
a Performance Option.


 


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Section 2.2.    - Exercise
Price


 


Subject to Section 2.4,
the exercise price of the shares of Common Stock covered by the Option shall be
$5.00 per share (the “Base Price”) without commission or other charge.


 


Section 2.3.    - No
Guarantee of Employment


 


Nothing in
this Agreement or in the Plan shall confer upon the Optionee any right to
continue in the employ of the Company or any Subsidiary or Affiliate or shall
interfere with or restrict in any way the rights of the Company and its
Subsidiaries or Affiliates, which are hereby expressly reserved, to terminate
the employment of the Optionee at any time for any reason whatsoever, with or
without cause, subject to the applicable provisions of, if any, the Optionee’s
Employment Agreement or offer letter provided by the Company or any Subsidiary
or Affiliate to the Optionee.


 


Section 2.4.    - Adjustments
to Option


 


Subject to
Sections 8 and 9 of the Plan, in the event that the outstanding shares of the
stock subject to the Option are, from time to time, changed into or exchanged
for a different number or kind of shares of the Company or other securities,
including by reason of a merger, consolidation, recapitalization,
reclassification, stock split, spin-off, stock or extraordinary cash dividend,
combination of shares, or other corporate event, the Committee shall, as
appropriate and equitable, replace the Option with a new Option or change the
terms of the Option, in each case to reflect an adjustment in the number and
kind of shares and/or the amount of consideration as to which or for which, as
the case may be, such Option, or portions thereof then unexercised, shall be
exercisable, and the Committee may, as it deems appropriate and equitable, pay
to the Optionee an amount in respect of the shares of Common Stock subject to
the Option, with such conditions or limitations as the Committee may deem
reasonable and necessary.  Any such
adjustment made by the Committee shall be final and binding upon the Optionee,
the Company and all other interested persons.


 


ARTICLE III


 


PERIOD OF EXERCISABILITY


 


Section 3.1.    - Commencement
of Exercisability


 


(a)                                  So long as the Optionee continues
to be employed by the Company or any of its Subsidiaries or Affiliates, the
Option shall become exercisable pursuant to the following schedules:


 


(i)                                     Time Option.  The Time Option shall become vested and
exercisable ratably with respect to 20% of the shares of Common Stock
underlying such Time Option on each of the first five anniversaries of the
Grant Date.


 


(ii)                                  Performance Option.  The Performance Option shall become vested
and exercisable with respect to 20% of the shares of Common Stock underlying
such


 


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Performance Option at the end of each of the first five Fiscal Years
occurring after the Grant Date, if and only
if the Company achieves the Performance Target Value per Fully
Diluted Shares targets set forth on Schedule A attached hereto
(each, a “Performance Target”) with respect to the applicable Fiscal
Year; provided that, to the extent the Company makes a distribution to
shareholders of the Company of cash or property which affects the Performance
Target Value per Fully Diluted Shares, the Board will adjust the Performance
Target to account therefor, and provided further that, following the third
Fiscal Year occurring after the Grant Date, the Performance Option shall become
vested and exercisable with respect to 10% of the shares of Common Stock
underlying such Performance Option if the Company achieves (x) for the fourth
Fiscal Year occurring after the Grant Date, 95% of the applicable Performance
Target or (y) for the fifth Fiscal Year occurring after the Grant Date, 92.5%
of the applicable Performance Target. 
Notwithstanding the foregoing, in the event that a Performance Target is
not achieved in a particular Fiscal Year (any such year, a “Missed Year”),
if and only to the extent that
performance of the Company in any subsequent Fiscal Year satisfies the
Performance Target applicable to any such subsequent Fiscal Year, then the
applicable percentage of the Performance Option that was scheduled to become
vested and exercisable in respect of such Missed Year shall become vested and
exercisable as of the end of the Fiscal Year in respect of which the
Performance Target is achieved. 
Notwithstanding anything herein to the contrary, in the event the Grant
Date occurs in the second six (6) months of a Fiscal Year, the Performance
Option shall not be eligible to become vested and exercisable as to the first
20% of the shares of Common Stock underlying such Performance Option until the
end of the next full Fiscal Year following the Fiscal Year in which the Grant
Date occurs; provided, however, that, the Committee, in its sole
discretion, may provide that the first 20% of the shares of Common Stock
underlying such Performance Option (or a pro-rata portion thereof) is eligible
to become vested and exercisable in the Fiscal Year in which the Grant Date
occurs.


 


(b)                                 Notwithstanding the foregoing,


 


(i)                                     the
Time Option shall become immediately exercisable as to 100% of the shares of
Common Stock underlying such Time Option (x) immediately prior to a Change in
Control and (y) upon the death or Permanent Disability of the Optionee (but
only to the extent such option has not otherwise terminated or become
unexercisable);


 


(ii)                                  the
Performance Option shall become immediately exercisable as to a percentage of
the shares of Common Stock underlying such Performance Option immediately prior
to a Change in Control in accordance with the applicable percentages set forth
on Schedule B attached hereto (but only to the extent such option
has not otherwise terminated or become unexercisable) if, as a result of the
Change in Control, the Investor achieves
the Internal Rate of Return targets set forth on Schedule B
attached hereto (each, an “Target IRR”) (“Internal
Rate of Return” means as of a given date, the internal rate of return,
compounded annually, from the date of the investment with respect to the
Investor’s total investment in the Company (including all applicable in-flows
related to such investment)); and


 


(iii)                           upon Investor’s disposition of a
percentage of its shares of Common Stock (the “Disposition Percentage”),
(x) the aggregate vesting percentage of the Time Option of each Optionee
(measured as a percentage of the aggregate number of shares subject to such
Time Option) (the “Time Vesting Percentage”) shall be equal to the
greater of (1) the


 


5

















 


Disposition Percentage or (2) the percentage of Time Options that
have already become vested and exercisable in accordance with Section 3.1(a)(i) above
(and, to the extent necessary, where (x)(1) exceeds (x)(2) above, the
vesting of the Time Option shall be accelerated, such that the Time Vesting
Percentage equals the Disposition Percentage) and (y) the aggregate vesting
percentage of the Performance Option of each Optionee (measured as a percentage
of the aggregate number of shares subject to such Performance Option) (the “Performance
Vesting Percentage”) shall be equal to (1) the percentage of the
Performance Options that have already become vested and exercisable in accordance
with Section 3.1(a)(ii) above (the “Vested Performance Option
Percentage”) plus (2) in the event the Disposition Percentage exceeds
the Vested Performance Option Percentage, the product of (I) the excess of the
Disposition Percentage over the Vested Performance Option Percentage multiplied
by (II) the percentage determined by the Target IRR achieved in connection with
such disposition (as determined on Schedule B) (and, to the extent
necessary, where the Disposition Percentage exceeds the Vested Performance
Option Percentage, the vesting of the Performance Option shall be accelerated,
such that the Performance Vesting Percentage equals the sum of (y)(1) and
(y)(2) above).


 


(c)                                  Notwithstanding the foregoing,
no Option shall become exercisable as to any additional shares of Common Stock
(which does not otherwise become exercisable in accordance with Section 3.1(a) or
(b) above) following the termination of employment of the Optionee for any
reason and any Option, which is unexercisable as of the Optionee’s termination
of employment, shall be immediately cancelled without payment therefor.


 


Section 3.2.    – Expiration
of Option


 


The Optionee
may not exercise the Option to any extent after the first to occur of the
following events:


 


(a)                                  The tenth anniversary of the
Grant Date, so long as the Optionee remains employed by the Company or its
Subsidiaries or Affiliates;


 


(b)                                 The first anniversary of the
date of the Optionee’s termination of employment, if the Optionee’s employment
is terminated by reason of death or Permanent Disability (unless earlier
terminated as provided in Section 3.2(e) below); or


 


(c)                                  Immediately upon the date of the
Optionee’s termination of employment by the Company or any of its Subsidiaries
or Affiliates for Cause; or


 


(d)                                 Ninety (90) days after the date
of the Optionee’s termination of employment by the Company or any of its
Subsidiaries or Affiliates without Cause or by
the Optionee for Good Reason (in either case unless earlier terminated as
provided in Section 3.2(e) below); or


 


(e)                                  The date the Option is
terminated pursuant to Section 5 or 6 of
the Management Stockholder’s Agreement;


 


(f)                                    Thirty (30) days after the date
of the Optionee’s termination of employment by the Optionee without Good Reason
(unless earlier terminated as provided in Section 3.2(e) below); or


 


6

















 


(g)                                 At the discretion of the
Company, if the Committee so determines pursuant to Section 9 of the Plan,
the effective date of either the merger or consolidation of the Company into
another Person, or the exchange or acquisition by another Person of all or
substantially all of the Company’s assets or 80% or more of its then
outstanding voting stock, or the recapitalization, reclassification,
liquidation, dissolution or other corporate event of the Company.  Prior to such effective date, the Company may
choose to take any of, or any combination of, the following actions: (x)
provide no less than ten (10) days prior written notice to the Optionee
that the Company intends to exercise such discretion and an opportunity for the
Optionee to exercise the Optionee’s Options (whether or not then vested), (y)
make payment to the Optionee in respect of the termination of the Optionee’s
Options, or (z) provide an opportunity for the Optionee to roll over the
Optionee’s Options into new stock options, in connection with such transaction.


 


ARTICLE IV


 


EXERCISE OF OPTION


 


Section 4.1.    – Person
Eligible to Exercise


 


Except as
otherwise provided in the Management Stockholder’s Agreement, during the
lifetime of the Optionee, only he may exercise an Option or any portion
thereof.  After the death of the
Optionee, any exercisable portion of an Option may, prior to the time when an
Option becomes unexercisable under Section 3.2, be exercised by his
personal representative or by any person empowered to do so under the Optionee’s
will or under the then applicable laws of descent and distribution.


 


Section 4.2.    – Partial
Exercise


 


Any
exercisable portion of an Option or the entire Option, if then wholly
exercisable, may be exercised in whole or in part at any time prior to the time
when the Option or portion thereof becomes unexercisable under Section 3.2;
provided, however, that any partial exercise shall be for whole
shares of Common Stock only.


 


Section 4.3.    – Manner
of Exercise


 


An Option, or
any exercisable portion thereof, may be exercised solely by delivering to the
Secretary or his office all of the following prior to the time when the Option
or such portion becomes unexercisable under Section 3.2:


 


(a)                                  Notice in writing signed by the
Optionee or the other person then entitled to exercise the Option or portion
thereof, stating that the Option or portion thereof is thereby exercised, such
notice complying with all applicable rules established by the Committee;


 


(b)                                 Full payment (in cash, by check,
if permitted by the Committee, in Shares or by a combination thereof) for the
Shares with respect to which such Option or portion thereof is exercised;


 


7

















 


(c)                                  A bona fide written
representation and agreement, in a form satisfactory to the Committee, signed
by the Optionee or other person then entitled to exercise such Option or
portion thereof, stating that the Shares are being acquired for his own account,
for investment and without any present intention of distributing or reselling
said Shares or any of them except as may be permitted under the Securities Act
of 1933, as amended (the “Act”), and then applicable rules and
regulations thereunder, and that the Optionee or other person then entitled to
exercise such Option or portion thereof will indemnify the Company against and
hold it free and harmless from any loss, damage, expense or liability resulting
to the Company if any sale or distribution of the Shares by such person is
contrary to the representation and agreement referred to above; provided,
however, that the Committee may, in its reasonable discretion, take
whatever additional actions it deems reasonably necessary to ensure the
observance and performance of such representation and agreement and to effect
compliance with the Act and any other federal or state securities laws or
regulations;


 


(d)                                 Full payment to the Company of
all amounts which, under federal, state or local law, it is required to
withhold upon exercise of the Option; and


 


(e)                                  In the event the Option or
portion thereof shall be exercised pursuant to Section 4.1 by any person
or persons other than the Optionee, appropriate proof of the right of such
person or persons to exercise the Option.


 


Without
limiting the generality of the foregoing, the Committee may require an opinion
of counsel acceptable to it to the effect that any subsequent transfer of
Shares acquired on exercise of an Option does not violate the Act, and may
issue stop-transfer orders covering such Shares.  Share certificates evidencing stock issued on
exercise of this Option shall bear an appropriate legend referring to the
provisions of subsection (c) above and the agreements herein. The
written representation and agreement referred to in subsection (c) above
shall, however, not be required if the Shares to be issued pursuant to such
exercise have been registered under the Act, and such registration is then
effective in respect of such shares.


 


Section 4.4.   – Conditions to Issuance of Stock
Certificates


 


The Shares
deliverable upon the exercise of an Option, or any portion thereof, may be
either previously authorized but unissued Shares or issued Shares, which have
then been reacquired by the Company. 
Such Shares shall be fully paid and nonassessable.  The Company shall not be required to issue or
deliver any certificate or certificates for Shares purchased upon the exercise
of an Option or portion thereof prior to fulfillment of all of the following
conditions:


 


(a)                                  The obtaining of approval or
other clearance from any state or federal governmental agency which the
Committee shall, in its reasonable and good faith discretion, determine to be
necessary or advisable; and


 


(b)                                 The lapse of such reasonable
period of time following the exercise of the Option as the Committee may from
time to time establish for reasons of administrative convenience or as may
otherwise be required by applicable law.


 


8

















 


Section 4.5.   – Rights as Stockholder


 


The holder of
an Option shall not be, nor have any of the rights or privileges of, a
stockholder of the Company in respect of any Shares purchasable upon the
exercise of the Option or any portion thereof unless and until certificates
representing such Shares shall have been issued by the Company to such holder
upon satisfaction of the conditions set forth in Section 4.4 or unless
book entry representing such Shares has been made and such Shares have been
deposited with the appropriate registered book-entry custodian.  Upon fulfillment of such conditions, the
Company shall be required to issue and deliver such certificate or
certificates, unless book entry representing such Shares has been made and such
Shares have been deposited with the appropriate registered book-entry
custodian.


 


ARTICLE V


 


MISCELLANEOUS


 


Section 5.1.    – Administration


 


The Committee
shall have the power to interpret the Plan and this Agreement and to adopt such
rules for the administration, interpretation and application of the Plan
as are consistent therewith and to interpret or revoke any such rules.  All actions taken and all interpretations and
determinations made by the Committee shall be final and binding upon the
Optionee, the Company and all other interested persons.  No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or this Agreement.  In its absolute discretion, the Board may at
any time and from time to time exercise any and all rights and duties of the
Committee under the Plan and this Agreement.


 


Section 5.2.   – Option Not Transferable


 


Neither the
Option nor any interest or right therein or part thereof shall be liable for
the debts, contracts or engagements of the Optionee or his successors in
interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment, levy,
attachment, garnishment or any other legal or equitable proceedings (including
bankruptcy), and any attempted disposition thereof shall be null and void and
of no effect; provided, however, that this Section 5.2 shall not prevent
transfers by will or by the applicable laws of descent and distribution or as
otherwise provided for in accordance with the Management Stockholder’s
Agreement.


 


Section 5.3.    – Notices


 


Any notice to
be given under the terms of this Agreement to the Company shall be addressed to
the Company in care of its Secretary, and any notice to be given to the
Optionee shall be addressed to him at the address given beneath his signature
hereto.  By a notice given pursuant to
this Section 5.3, either party may hereafter designate a different address
for notices to be given to it or him. 
Any notice, which is required to be given to the Optionee, shall, if the


 


9

















 


Optionee is then deceased, be given to the Optionee’s personal
representative if such representative has previously informed the Company of
his status and address by written notice under this Section 5.3.  Any notice shall have been deemed duly given
when enclosed in a properly sealed envelope or wrapper addressed as aforesaid,
deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service.


 


Section 5.4.    – Titles;
Pronouns


 


Titles are
provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.  The masculine pronoun shall include the
feminine and neuter, and the singular the plural, where the context so
indicates.


 


Section 5.5.    – Applicability
of Plan and Management Stockholder’s Agreement


 


The Option and
the Shares issued to the Optionee upon exercise of the Option shall be subject
to all of the terms and provisions of the Plan and the Management Stockholder’s
Agreement, to the extent applicable to the Option and such Shares.  In the event of any conflict between this
Agreement and the Plan, the terms of the Plan shall control.  In the event of any conflict between this
Agreement or the Plan and the Management Stockholder’s Agreement, the terms of
the Management Stockholder’s Agreement shall control.


 


Section 5.6.    – Amendment


 


This Agreement
may be amended only by a writing executed by the parties hereto, which
specifically states that it is amending this Agreement.


 


Section 5.7.    – Governing
Law


 


The laws of the State of New York shall govern the interpretation,
validity and performance of the terms of this Agreement regardless of the law
that might be applied under principles of conflicts of laws.


 


Section 5.8.   – Code Section 409A


 


If any payment of money, delivery of Shares or other benefits due to
the Participant hereunder could cause the application of an accelerated or
additional tax under Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), such payment, delivery of Shares or other benefits shall
be deferred if deferral will make such payment, delivery of Shares or other
benefits compliant under Section 409A of the Code, otherwise such payment,
delivery of Shares or other benefits shall be restructured, to the extent
possible, in a manner, determined in good faith by the Company and reasonably
acceptable to the Participant, that does not cause such an accelerated or
additional tax.


 


[Signatures on next page.]


 


10

















 


IN WITNESS
WHEREOF, this Agreement has been executed and delivered by the parties hereto.


 


	
   

  	
  ACCELLENT HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


 


[Stock Option Agreement]


 


11

















 


	
   

  	
  OPTIONEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  



 


	
  Aggregate
  number of shares of Common Stock for which the Time Option granted hereunder is exercisable (100% of
  number of shares):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Aggregate
  number of shares of Common Stock for which the Performance Option granted hereunder is exercisable
  (100% of number of shares):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Base Price:

  	
   

  	
  $5.00 per
  share

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  November 22,
  2005

  



 


 


[Stock
Option Agreement]


 


12

















 


Schedule A


 


Performance Target Value per Fully Diluted Shares Targets


 


PERFORMANCE VESTING SCHEDULE


 


	
   

  	
   

  	
  2006E

  	
   

  	
  2007E

  	
   

  	
  2008E

  	
   

  	
  2009E

  	
   

  	
  2010E

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Performance
  Target Value per Fully Diluted Share

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
																	



 


13

















 


Schedule B


 


Vesting of the Performance Option is based on the Investor’s
realization of the applicable Target IRR set forth below:


 


	
  Vesting Percentage

  	
   

  	
  Target IRR

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


14