**EXHIBIT10.18**

 

**WINMARK CORPORATION**

**2010 STOCK OPTION PLAN**

 

**SECTION 1.**

**DEFINITIONS**

 

As used herein,the following terms shall have the meanings indicated below:

 

(a)                                  “Affiliate” shall mean a Parent orSubsidiary of the Company.

 

(b)                                 “Committee” shall mean a Committee of twoor more directors who shall be appointed by and serve at the pleasure of theBoard.  In the event the Company’ssecurities are registered pursuant to Section 12 of the SecuritiesExchange Act of 1934, as amended, each of the members of the Committee shall bea “non-employee director” within the meaning of Rule 16b-3, or anysuccessor provision, as then in effect, of the General Rules andRegulations under the Securities Exchange Act of 1934 as amended and shall beindependent under the listing rules of any stock exchange upon which theCompany’s common stock is listed for trading.

 

(c)                                  The “Company” shall mean WinmarkCorporation, a Minnesota corporation.

 

(d)                                 “Fair Market Value” as of any date shallmean (i) if such stock is listed on the Nasdaq Global Select Market,Nasdaq Global Market, Nasdaq Capital Market, or an established stock exchange,the price of such stock at the close of the regular trading session of suchmarket or exchange on such date, as reported by The Wall Street Journal ora comparable reporting service, or, if no sale of such stock shall haveoccurred on such date, on the next preceding day on which there was a sale ofstock; (ii) if such stock is not so listed on the Nasdaq National Market,Nasdaq SmallCap Market, or an established stock exchange, the average of theclosing “bid” and “asked” prices quoted by the OTC Bulletin Board, the Pink OTCMarkets, or any comparable reporting service on such date or, if there are noquoted “bid” and “asked” prices on such date, on the next preceding date forwhich there are such quotes; or (iii) if such stock is not publicly tradedas of such date, the per share value as determined by the Board, or theCommittee, in its sole discretion by applying principles of valuation withrespect to the Company’s Common Stock.

 

(e)                                  The “Internal Revenue Code” is theInternal Revenue Code of 1986, as amended from time to time.

 

(f)                                    “Option Stock” shall mean Common Stock ofthe Company (subject to adjustment as described in Section 12) reservedfor options pursuant to this Plan.

 

(g)                                 The “Optionee” means an employee of theCompany or any Affiliate to whom an incentive stock option has been grantedpursuant to Section 9; a consultant or advisor, to or director, employeeor officer, of the Company or any Affiliate to whom a nonqualified stock optionhas been granted pursuant to Section 10; or a director to whom anonqualified stock option has been granted hereunder.

 

(h)                                 “Parent” shall mean any corporation whichowns, directly or indirectly in an unbroken chain, fifty percent (50%) or moreof the total voting power of the Company’s outstanding stock.

 

(i)                                     The “Plan” means the Winmark Corporation2010 Stock Option Plan, as amended hereafter from time to time, including theform of Option Agreements as they may be modified by the Administrator fromtime to time.

 

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(j)                                     A “Subsidiary” shall mean any corporationof which fifty percent (50%) or more of the total voting power of outstandingstock is owned, directly or indirectly in an unbroken chain, by the Company.

 

**SECTION 2.**

**PURPOSE**

 

The purpose of thePlan is to promote the success of the Company and its Affiliates byfacilitating the employment and retention of competent personnel and byfurnishing incentive to officers, directors, employees, consultants, andadvisors upon whose efforts the success of the Company and its Affiliates willdepend to a large degree.

 

It is theintention of the Company to carry out the Plan through the granting of stockoptions which will qualify as “incentive stock options” under the provisions ofSection 422 of the Internal Revenue Code, or any successor provision, andthrough the granting of “non-qualified stock options.”  Adoption of this Plan shall be and isexpressly subject to the condition of approval by the shareholders of theCompany within twelve (12) months before or after the adoption of the Plan bythe Board of Directors.  In the eventshareholder approval is not obtained within such twelve-month period, anyincentive stock options granted under the Plan shall automatically becomenonqualified stock options.

 

**SECTION 3.**

**EFFECTIVE DATE OF PLAN**

 

The Plan shall beeffective as of the date of adoption by the Board of Directors, subject toapproval by the shareholders of the Company as required in Section 2.

 

**SECTION 4.**

**ADMINISTRATION**

 

The Plan shall beadministered by the Committee which shall be appointed by the Board ofDirectors of the Company (the “Board”) (hereinafter the Committee shall bereferred to as the “Administrator”).  TheAdministrator shall have all of the powers vested in it under the provisions ofthe Plan, including but not limited to exclusive authority (where applicableand within the limitations described herein) to determine, in its solediscretion, whether an incentive stock option or nonqualified stock optionshall be granted, the individuals to whom, and the time or times at which,options shall be granted, the number of shares subject to each option and theoption price and terms and conditions of each option.  The Administrator shall have full power andauthority to administer and interpret the Plan, to make and amend rules,regulations and guidelines for administering the Plan, to prescribe the formand conditions of the respective stock option agreements (which may vary fromOptionee to Optionee) evidencing each option and to make all otherdeterminations necessary or advisable for the administration of the Plan.  The Administrator’s interpretation of thePlan, and all actions taken and determinations made by the Administratorpursuant to the power vested in it hereunder, shall be conclusive and bindingon all parties concerned.

 

No member of theBoard or the Committee shall be liable for any action taken or determinationmade in good faith in connection with the administration of the Plan.  Any action of the Committee with respect tothe administration of the Plan shall be taken pursuant to a majority vote ofthe Committee members or pursuant to the written resolution of all Committeemembers.

 

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**SECTION 5.**

**PARTICIPANTS**

 

The Administratorshall from time to time, at its discretion and without approval of theshareholders, designate those employees, officers, directors, consultants, andadvisors of the Company or of any Affiliate to whom nonqualified stock optionsshall be granted under this Plan; provided, however, that consultants oradvisors shall not be eligible to receive stock options hereunder unless suchconsultant or advisor renders bona fide services to the Company or Affiliateand such services are not in connection with the offer or sale of securities ina capital raising transaction and do not directly or indirectly promote ormaintain a market for the Company’s securities. The Administrator shall, from time to time, at its discretion andwithout approval of the shareholders, designate those employees of the Companyor any Affiliate to whom incentive stock options shall be granted under thisPlan.  The Administrator may grantadditional incentive stock options or nonqualified stock options under thisPlan to some or all participants then holding options or may grant optionssolely or partially to new participants. In designating participants, the Administrator shall also determine thenumber of shares to be optioned to each such participant.  The Administrator may from time to timedesignate individuals as being ineligible to participate in the Plan.

 

**SECTION 6.**

**STOCK**

 

The Stock to be optioned under this Plan shall consistof authorized but unissued shares of Option Stock.  Two Hundred Fifty Thousand (250,000) sharesof Option Stock shall be reserved and available for options under the Plan;provided, however, that the total number of shares of Option Stock reserved foroptions under this Plan shall be subject to adjustment as provided in Section 12of the Plan.  In the event that any outstandingoption under the Plan for any reason expires or is terminated prior to theexercise thereof, the shares of Option Stock allocable to the unexercisedportion of such option shall continue to be reserved for options under the Planand may be optioned hereunder.

 

**SECTION 7.**

**DURATION OF PLAN**

 

Incentive stock options may be granted pursuant to thePlan from time to time during a period of ten (10) years from theeffective date as defined in Section 3. Nonqualified stock options may be granted pursuant to the Plan from timeto time after the effective date of the Plan and until the Plan is discontinuedor terminated by the Board.

 

**SECTION 8.**

**PAYMENT**

 

Optionees may payfor shares upon exercise of options granted pursuant to this Plan with cash,personal check, certified check or, if approved by the Administrator in itssole discretion, previously-owned shares of Option Stock valued at such stock’sthen Fair Market Value, or such other form of payment as may be authorized bythe Administrator.  The Administratormay, in its sole discretion, limit the forms of payment available to theOptionee and may exercise such discretion any time prior to the termination ofthe Option granted to the Optionee or upon any exercise of the Option by theOptionee.  “Previously-owned shares”means shares of Option Stock which the Optionee has owned for at least six (6) monthsprior to the exercise of the stock option, or for such other period of time asmay be required by generally accepted accounting principles.

 

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With respect topayment in the form of shares of Option Stock, the Administrator may requireadvance approval or adopt such rules as it deems necessary to assurecompliance with Rule 16b-3, or any successor provision, as then in effect,of the General Rules and Regulations under the Securities Exchange Act of1934, if applicable.

 

**SECTION 9.**

**TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS**

 

Each incentivestock option granted pursuant to this Section 9 shall be evidenced by awritten stock option agreement (the “Option Agreement”).  The Option Agreement shall be in such form asmay be approved from time to time by the Administrator and may vary fromOptionee to Optionee; provided, however, that each Optionee and each OptionAgreement shall comply with and be subject to the following terms andconditions:

 

(a)                                  Number of Shares and Option Price. The Option Agreement shall state the total number of shares covered bythe incentive stock option.  To theextent required to qualify the Option as an incentive stock option under Section 422of the Internal Revenue Code, or any successor provision, the option price pershare shall not be less than one hundred percent (100%) of the per share FairMarket Value of the Option Stock on the date the Administrator grants theoption; provided, however, that if an Optionee owns stock possessing more thanten percent (10%) of the total combined voting power of all classes of stock ofthe Company or of its parent or any Subsidiary, the option price per share ofan incentive stock option granted to such Optionee shall not be less than onehundred ten percent (110%) of the per share Fair Market Value of the OptionStock on the date of the grant of the option. The Administrator shall have full authority and discretion inestablishing the option price and shall be fully protected in so doing.

 

(b)                                 Term and Exercisability of IncentiveStock Option.  The term during which any incentive stockoption granted under the Plan may be exercised shall be established in eachcase by the Administrator .  To theextent required to qualify the Option as an incentive stock option under Section 422of the Internal Revenue Code, or any successor provision, in no event shall anyincentive stock option be exercisable during a term of more than ten (10) yearsafter the date on which it is granted; provided, however, that if an Optioneeowns stock possessing more than ten percent (10%) of the total combined votingpower of all classes of stock of the Company or of its parent or anySubsidiary, the incentive stock option granted to such Optionee shall beexercisable during a term of not more than five (5) years after the dateon which it is granted.  The OptionAgreement shall state when the incentive stock option becomes exercisable andshall also state the maximum term during which the option may beexercised.  In the event an incentivestock option is exercisable immediately, the manner of exercise of the optionin the event it is not exercised in full immediately shall be specified in theOption Agreement.  The Administrator mayaccelerate the exercise date of any incentive stock option granted hereunderwhich is not immediately exercisable as of the date of grant.

 

(c)                                  Other Provisions. The Option Agreement authorized under this Section 9 shall containsuch other provisions as the Administrator shall deem advisable.  Any such Option Agreement shall contain suchlimitations and restrictions upon the exercise of the option as shall benecessary to ensure that such option will be considered an “incentive stockoption” as defined in Section 422 of the Internal Revenue Code or toconform to any change therein.

 

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**SECTION 10.**

**TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS**

 

Each nonqualifiedstock option granted pursuant to this Section 10 shall be evidenced by awritten Option Agreement.  The OptionAgreement shall be in such form as may be approved from time to time by theAdministrator and may vary from Optionee to Optionee; provided, however, thateach Optionee and each Option Agreement shall comply with and be subject to thefollowing terms and conditions:

 

(a)                                  Number of Shares and Option Price. The Option Agreement shall state the total number of shares covered bythe nonqualified stock option.  Unlessotherwise determined by the Administrator, the option price per share shall beone hundred percent (100%) of the per share Fair Market Value of the OptionStock on the date the Administrator grants the option; provided, however, thatthe option price per share may not be less than eighty-five percent (85%) ofthe per share Fair Market Value of the Option Stock on the date of grant.

 

(b)                                 Term and Exercisability of NonqualifiedStock Option.  The term during which any nonqualified stockoption granted under the Plan may be exercised shall be established in eachcase by the Administrator.  The OptionAgreement shall state when the nonqualified stock option becomes exercisableand shall also state the maximum term during which the option may beexercised.  In the event a nonqualifiedstock option is exercisable immediately, the manner of exercise of the optionin the event it is not exercised in full immediately shall be specified in thestock option agreement.  TheAdministrator may accelerate the exercise date of any nonqualified stock optiongranted hereunder which is not immediately exercisable as of the date of grant.

 

(c)                                  Withholding. The Company or its Affiliate shall be entitled to withhold and deductfrom future wages of the Optionee all legally required amounts necessary tosatisfy any and all withholding and employment-related taxes attributable tothe Optionee’s exercise of a nonqualified stock option.  In the event the Optionee is required underthe Option Agreement to pay the Company, or make arrangements satisfactory tothe Company respecting payment of, such withholding and employment-relatedtaxes, the Administrator may, in its discretion and pursuant to such rules asit may adopt, permit the Optionee to satisfy such obligation, in whole or inpart, by electing to have the Company withhold shares of Option Stock otherwiseissuable to the Optionee as a result of the option’s exercise having a FairMarket Value equal to the minimum required tax withholding, based on theminimum statutory withholding rates for federal and state tax purposes,including payroll taxes, that are applicable to the supplemental incomeresulting from the option.  In no eventmay the Company or any Affiliate withhold shares having a Fair Market Value inexcess of such statutory minimum required tax withholding.  The Optionee’s election to have shareswithheld for this purpose shall be made on or before the date the option isexercised or, if later, the date that the amount of tax to be withheld isdetermined under applicable tax law. Such election shall be approved by the Administrator and otherwisecomply with such rules as the Administrator may adopt to assure compliancewith Rule 16b-3, or any successor provision, as then in effect, of theGeneral Rules and Regulations under the Securities Exchange Act of 1934,if applicable.

 

(d)                                 Other Provisions. The Option Agreement authorized under this Section 10 shall containsuch other provisions as the Administrator shall deem advisable.

 

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**SECTION 11.**

**TRANSFER OF OPTION**

 

No incentive stock option shall be transferable, inwhole or in part, by the Optionee other than by will or by the laws of descentand distribution and, during the Optionee’s lifetime, the option may beexercised only by the Optionee.  If theOptionee shall attempt any transfer of any incentive stock option granted underthe Plan during the Optionee’s lifetime, such transfer shall be void and theincentive stock option, to the extent not fully exercised, shall terminate.

 

No nonqualifiedstock option shall be transferred, except that the Administrator may, in itssole discretion, permit the Optionee to transfer any or all nonqualified stockoptions to any member of the Optionee’s “immediate family” as such term isdefined in Rule 16a-1(e) promulgated under the Securities ExchangeAct of 1934, or any successor provision, or to one or more trusts whosebeneficiaries are members of such Optionee’s “immediate family” or partnershipsin which such family members are the only partners; provided, however, that theOptionee receives no consideration for the transfer and such transferred nonqualifiedstock option shall continue to be subject to the same terms and conditions aswere applicable to such nonqualified stock option immediately prior to itstransfer.

 

**SECTION 12.**

**RECAPITALIZATION, SALE, MERGER, EXCHANGE**

**OR LIQUIDATION**

 

If, following adoptionof this Plan, the Company effects an increase or decrease in the number ofshares of Common Stock in the form of a subdivision or consolidation of shares,or the payment of a stock dividend, or effects any other increase or decreasein the number of shares of Common Stock without receipt of consideration by theCompany, the number of shares of Option Stock reserved under Section 6hereof and the number of shares of Option Stock covered by each outstandingoption and the price per share thereof shall be appropriately adjusted by theBoard to reflect such change.  Additionalshares which may be credited pursuant to such adjustment shall be subject tothe same restrictions as are applicable to the shares with respect to which theadjustment relates.

 

Unless otherwise providedin the Option Agreement, in the event of an acquisition of the Company throughthe sale of substantially all of the Company’s assets and the consequentdiscontinuance of its business or through a merger, consolidation, exchange, reorganization,reclassification, extraordinary dividend, divestiture or liquidation of theCompany (collectively referred to as a “transaction”), all outstanding stockoptions shall become immediately exercisable, whether or not such options hadbecome exercisable prior to the transaction. In addition to the foregoing, the Board may provide for one or more ofthe following:

 

(a)                                  the complete termination of this Plan andthe cancellation of outstanding options not exercised prior to a date specifiedby the Board (which date shall give Optionees a reasonable period of time inwhich to exercise the options prior to the effectiveness of such transaction);

 

(b)                                 that Optionees holding outstanding stockoptions shall receive, with respect to each share of Stock subject to suchoptions, as of the effective date of any such transaction, cash in an amountequal to the excess of the Fair Market Value of such Stock on the dateimmediately preceding the effective date of such transaction over the optionprice per share of such options; provided that the Board may, in lieu of suchcash payment, distribute to such Optionees shares of stock of the Company orshares of stock of any corporation succeeding the Company by reason of suchtransaction, such shares having a value equal to the cash payment herein;

 

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(c)                                  the continuance of the Plan with respectto the exercise of options which were outstanding as of the date of adoption bythe Board of such plan for such transaction and provide to Optionees holdingsuch options the right to exercise their respective options as to an equivalentnumber of shares of stock of the corporation succeeding the Company by reasonof such transaction.

 

The Board may restrictthe rights of or the applicability of this Section 12 to the extent necessaryto comply with Section 16(b) of the Securities Exchange Act of 1934,the Internal Revenue Code or any other applicable law or regulation.  The grant of an option pursuant to the Planshall not limit in any way the right or power of the Company to makeadjustments, reclassifications, reorganizations or changes of its capital orbusiness structure or to merge, exchange or consolidate or to dissolve,liquidate, sell or transfer all or any part of its business or assets.

 

**SECTION 13.**

**INVESTMENT PURPOSE**

 

No shares ofOption Stock shall be issued pursuant to the Plan unless and until there hasbeen compliance, in the opinion of Company’s counsel, with all applicable legalrequirements, including without limitation, those relating to securities lawsand stock exchange listing requirements. As a condition to the issuance of Option Stock to Optionee, theAdministrator may require Optionee to (a) represent that the shares ofOption Stock are being acquired for investment and not resale and to make suchother representations as the Administrator shall deem necessary or appropriateto qualify the issuance of the shares as exempt from the Securities Act of 1933and any other applicable securities laws, and (b) represent that Optioneeshall not dispose of the shares of Option Stock in violation of the SecuritiesAct of 1933 or any other applicable securities laws.

 

As a further condition to the grant of any stockoption or the issuance of Option Stock to Optionee, Optionee agrees to thefollowing:

 

(a)                                  In the event the Company advises Optioneethat it plans an underwritten public offering of its Common Stock in compliancewith the Securities Act of 1933, as amended, and the underwriter(s) seekto impose restrictions under which certain shareholders may not sell or contractto sell or grant any option to buy or otherwise dispose of part or all of theirstock purchase rights of the underlying Common Stock, Optionee will not, for aperiod not to exceed 180 days from the prospectus, sell or contract to sell orgrant an option to buy or otherwise dispose of any stock option granted toOptionee pursuant to the Plan or any of the underlying shares of Option Stockwithout the prior written consent of the underwriter(s) or itsrepresentative(s).

 

(b)                                 In the event the Company makes any publicoffering of its securities and determines in its sole discretion that it isnecessary to reduce the number of issued but unexercised stock purchase rightsso as to comply with any states securities or Blue Sky law limitations withrespect thereto, the Administrator shall have the right (i) to acceleratethe exercisability of any stock option and the date on which such option mustbe exercised, provided that the Company gives Optionee prior written notice ofsuch acceleration, and (ii) to cancel any options or portions thereofwhich Optionee does not exercise prior to or contemporaneously with such publicoffering.

 

The Company reserves theright to place a legend on any stock certificate issued upon exercise of anoption granted pursuant to the Plan to assure compliance with this Section 13.

 

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**SECTION 14.**

**RIGHTS ASA SHAREHOLDER**

 

An Optionee (orthe Optionee’s successor or successors) shall have no rights as a shareholderwith respect to any shares covered by an option until the date of the issuanceof a stock certificate evidencing such shares. No adjustment shall be made for dividends (ordinary or extraordinary,whether in cash, securities or other property), distributions or other rightsfor which the record date is prior to the date such stock certificate isactually issued (except as otherwise provided in Section 12 of the Plan).

 

**SECTION 15.**

**AMENDMENT OF THE PLAN**

 

The Administrator may from time to time, insofar aspermitted by law, suspend or discontinue the Plan or revise or amend it in anyrespect; provided, however, that no such revision or amendment, except as isauthorized in Section 12, shall impair the terms and conditions of anyoption which is outstanding on the date of such revision or amendment to thematerial detriment of the Optionee without the consent of the Optionee.  Notwithstanding the foregoing, no suchrevision or amendment shall (i) increase the number of shares subject tothe Plan except as provided in Section 12 hereof, (ii) change thedesignation of the class of employees eligible to receive options, (iii) decreasethe price at which options may be granted, (iv) materially increase thebenefits accruing to Optionees under the Plan, or otherwise make any materialamendment of the Plan as defined under any listing regulations of the stockexchange in which the Company’s common stock is listed without the approval ofthe shareholders of the Company if such approval is required for compliancewith the requirements of any applicable law or regulation.  Furthermore, the Plan may not, without theapproval of the shareholders, be amended in any manner that will causeincentive stock options to fail to meet the requirements of Section 422 ofthe Internal Revenue Code.

 

**SECTION 16.**

**NO OBLIGATION TO EXERCISE OPTION**

 

The granting of anoption shall impose no obligation upon the Optionee to exercise suchoption.  Further, the granting of anoption hereunder shall not impose upon the Company or any Affiliate anyobligation to retain the Optionee in its employ for any period.

 

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**INCENTIVE STOCK OPTION AGREEMENT**

 

**WINMARK CORPORATION**

**2010 STOCK OPTION PLAN**

 

THIS AGREEMENT, made effective as of this             day of                              ,              ,by and between Winmark Corporation, a Minnesota corporation (the “Company”),and                                  (“Optionee”).

 

W I T N E S S E T H:

 

WHEREAS, Optioneeon the date hereof is a key employee or officer of the Company or an Affiliate;and

 

WHEREAS, theCompany wishes to grant an incentive stock option to Optionee to purchaseshares of the Company’s Common Stock pursuant to the Company’s 2010 StockOption Plan (the “Plan”); and

 

                                                WHEREAS, the Administrator of the Planhas authorized the grant of an incentive stock option to Optionee and hasdetermined that, as of the effective date of this Agreement, the fair marketvalue of the Company’s Common Stock is$         per share;

 

NOW, THEREFORE, inconsideration of the premises and of the mutual covenants herein contained, theparties hereto agree as follows:

 

1.                                       **Grant of Option**. The Company hereby grants to Optionee on the date set forth above (the“Date of Grant”), the right and option (the “Option”) to purchase all orportions of an aggregate of                             (                            )shares of Common Stock (the “Stock”) at a per share price of$             onthe terms and conditions set forth herein, and subject to adjustment pursuantto Section 12 of the Plan.  ThisOption is intended to be an incentive stock option within the meaning of Section 422,or any successor provision, of the Internal Revenue Code of 1986, as amended(the “Code”), and the regulations thereunder, to the extent permitted underCode Section 422(d).

 

2.                                       **Duration andExercisability**.

 

a.                                       **General**. The term during which this Option may be exercised shall terminate on                        ,              ****except as otherwise provided in Paragraphs 2(b) through2(d) below.  This Option shallbecome exercisable according to the following schedule:

 

| **Vesting  Date** | ** ** | **Cumulative Percentage  of Shares** | ** ** |
|-------------------|------------|--------------------------------------|------------|
| ** **        | ** ** | ** **                           | ** ** |
| ** **        | ** ** | ** **                           | ** ** |
| ** **        | ** ** | ** **                           | ** ** |

 

Once the Option becomesexercisable to the extent of one hundred percent (100%) of the aggregate numberof shares specified in Paragraph 1, Optionee may continue to exercise thisOption under the terms and conditions of this Agreement until the terminationof the Option as provided herein.  IfOptionee does not purchase upon an exercise of this Option the full number ofshares which Optionee is then entitled to purchase, Optionee may purchase uponany subsequent exercise prior to this Option’s termination such previouslyunpurchased shares in addition to those Optionee is otherwise entitled topurchase.

 

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b.                                      **Termination of Employment(Other Than Disability or Death)**.  If Optionee’semployment with the Company or its Affiliate is terminated for any reason otherthan disability or death, this Option shall terminate on the earlier of (i) theclose of business on the three-month anniversary date of the such terminationof employment, and (ii) the expiration date of this Option stated inParagraph 2(a) above.  In suchperiod following the termination of Optionee’s employment, this Option shall beexercisable only to the extent the Option was exercisable on the vesting dateimmediately preceding such termination of employment, but had not previouslybeen exercised.  To the extent thisOption was not exercisable upon such termination of employment, or if Optioneedoes not exercise the Option within the time specified in this Paragraph 2(b),all rights of Optionee under this Option shall be forfeited.

 

c.                                       **Disability**. If Optionee’s employment terminates because of disability (as defined inCode Section 22(e), or any successor provision), this Option shallterminate on the earlier of (i) the close of business on the twelve-monthanniversary date of the such termination of employment, and (ii) theexpiration date of this Option stated in Paragraph 2(a) above.  In such period following the termination ofOptionee’s employment, this Option shall be exercisable only to the extent theOption was exercisable on the vesting date immediately preceding suchtermination of employment, but had not previously been exercised.  To the extent this Option was not exercisableupon such termination of employment, or if Optionee does not exercise theOption within the time specified in this Paragraph 2(c), all rights of Optioneeunder this Option shall be forfeited.

 

d.                                      **Death**. In the event of Optionee’s death, this Option shall terminate on theearlier of (i) the close of business on the twelve-month anniversary dateof the date of Optionee’s death, and (ii) the expiration date of thisOption stated in Paragraph 2(a) above. In such period following Optionee’s death, this Option shall beexercisable by the person or persons to whom Optionee’s rights under thisOption shall have passed by Optionee’s will or by the laws of descent anddistribution only to the extent the Option was exercisable on the vesting dateimmediately preceding the date of Optionee’s death, but had not previously beenexercised.  To the extent this Option wasnot exercisable upon the date of Optionee’s death, or if such person or personsdo not exercise this Option within the time specified in this Paragraph 2(d),all rights under this Option shall be forfeited.

 

3.                                       **Manner of Exercise**.

 

a.**                                      ****General**. The Option may be exercised only by Optionee (or other proper party inthe event of death or incapacity), subject to the conditions of the Plan andsubject to such other administrative rules as the Administrator may deemadvisable, by delivering within the Option Period written notice of exercise tothe Company at its principal office.  Thenotice shall state the number of shares as to which the Option is beingexercised and shall be accompanied by payment in full of the Option price forall shares designated in the notice.  Theexercise of the Option shall be deemed effective upon receipt of such notice bythe Company and upon payment that complies with the terms of the Plan and thisAgreement.  The Option may be exercisedwith respect to any number or all of the shares as to which it can then beexercised and, if partially exercised, may be so exercised as to theunexercised shares any number of times during the Option period as providedherein.

 

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b.                                      **Form of Payment**. Subject to approval by the Administrator, payment of the option price byOptionee shall be in the form of cash, personal check, certified check orpreviously acquired shares of Stock of the Company, or any combinationthereof.  Any Stock so tendered as partof such payment shall be valued at its Fair Market Value as provided in thePlan.  For purposes of this Agreement,“previously-owned shares” means shares of Stock which the Optionee has ownedfor at least six (6) months prior to the exercise of the stock option, orfor such other period of time as may be required by generally acceptedaccounting principles.

 

c.                                       **Stock Transfer Records**. As soon as practicable after the effective exercise of all or any partof the Option, Optionee shall be recorded on the stock transfer books of theCompany as the owner of the shares purchased, and the Company shall deliver toOptionee one or more duly issued stock certificates evidencing suchownership.  All requisite original issueor transfer documentary stamp taxes shall be paid by the Company.

 

4.                                       **Miscellaneous**.

 

a.                                       **Employment; Rights asShareholder**.  This Agreement shall not confer on Optioneeany right with respect to continuance of employment by the Company or any ofits Affiliates, nor will it interfere in any way with the right of the Companyto terminate such employment.  Optioneeshall have no rights as a shareholder with respect to shares subject to thisOption until such shares have been issued to Optionee upon exercise of thisOption.  No adjustment shall be made fordividends (ordinary or extraordinary, whether in cash, securities or otherproperty), distributions or other rights for which the record date is prior tothe date such shares are issued, except as provided in Section 12 of thePlan.

 

b.                                      **Securities Law Compliance**. The exercise of all or any parts of this Option shall only be effectiveat such time as counsel to the Company shall have determined that the issuanceand delivery of Stock pursuant to such exercise will not violate any state orfederal securities or other laws. Optionee may be required by the Company, as a condition of theeffectiveness of any exercise of this Option, to agree in writing that all Stockto be acquired pursuant to such exercise shall be held, until such time thatsuch Stock is registered and freely tradable under applicable state and federalsecurities laws, for Optionee’s own account without a view to any furtherdistribution thereof, that the certificates for such shares shall bear anappropriate legend to that effect and that such shares will be not transferredor disposed of except in compliance with applicable state and federalsecurities laws.

 

c.                                       **Mergers,Recapitalizations, Stock Splits, Etc.**  Pursuant andsubject to Section 12 of the Plan, certain changes in the number orcharacter of the Stock (through sale, merger, consolidation, exchange,reorganization, divestiture (including a spin-off), liquidation,recapitalization, stock split, stock dividend or otherwise) shall result in anadjustment, reduction or enlargement, as appropriate, in Optionee’s rights withrespect to any unexercised portion of the Option (i.e., Optionee shallhave such “anti-dilution” rights under the Option with respect to such events,but shall not have “preemptive” rights).

 

d.                                      **Shares Reserved**. The Company shall at all times during the option period reserve and keepavailable such number of shares as will be sufficient to satisfy therequirements of this Agreement.

 

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e.                                       **Withholding Taxes onDisqualifying Disposition**.  In the eventof a disqualifying disposition of the shares acquired through the exercise ofthis Option, Optionee hereby agrees to inform the Company of suchdisposition.  Upon notice of a disqualifyingdisposition, the Company may take such action as it deems appropriate to insurethat, if necessary to comply with all applicable federal or state income taxlaws or regulations, all applicable federal and state payroll, income or othertaxes are withheld from any amounts payable by the Company to Optionee.  If the Company is unable to withhold suchfederal and state taxes, for whatever reason, Optionee hereby agrees to pay tothe Company an amount equal to the amount the Company would otherwise berequired to withhold under federal or state law.  Optionee may, subject to the approval anddiscretion of the Administrator or such administrative rules it may deemadvisable, elect to have all or a portion of such tax withholding obligationssatisfied by delivering shares of Stock having a Fair Market Value equal tosuch obligations.

 

f.                                         **Nontransferability**. During the lifetime of Optionee, the accrued Option shall be exercisableonly by Optionee or by the Optionee’s guardian or other legal representative,and shall not be assignable or transferable by Optionee, in whole or in part,other than by will or by the laws of descent and distribution.

 

g.                                      **2010 Stock Option Plan**. The Option evidenced by this Agreement is granted pursuant to the Plan,a copy of which Plan has been made available to Optionee and is herebyincorporated into this Agreement.  ThisAgreement is subject to and in all respects limited and conditioned as providedin the Plan.  The Plan governs thisOption and, in the event of any questions as to the construction of thisAgreement or in the event of a conflict between the Plan and this Agreement,the Plan shall govern, except as the Plan otherwise provides.

 

h.                                      **Lockup Period Limitation**. Optionee agrees that in the event the Company advises Optionee that itplans an underwritten public offering of its Common Stock in compliance withthe Securities Act of 1933, as amended, and that the underwriter(s) seekto impose restrictions under which certain shareholders may not sell orcontract to sell or grant any option to buy or otherwise dispose of part or allof their stock purchase rights of the underlying Common Stock, Optionee herebyagrees that for a period not to exceed 180 days from the prospectus, Optioneewill not sell or contract to sell or grant an option to buy or otherwisedispose of this option or any of the underlying shares of Stock without theprior written consent of the underwriter(s) or its representative(s).

 

i.                                          **Blue Sky Limitation**. Notwithstanding anything in this Agreement to the contrary, in the eventthe Company makes any public offering of its securities and determines in itssole discretion that it is necessary to reduce the number of issued butunexercised stock purchase rights so as to comply with any state securities orBlue Sky law limitations with respect thereto, the Administrator shall have theright (i) to accelerate the exercisability of this Option and the date onwhich this Option must be exercised, provided that the Company gives Optionee15 days’ prior written notice of such acceleration, and (ii) to cancel anyportion of this Option or any other option granted to Optionee pursuant to thePlan which is not exercised prior to or contemporaneously with such publicoffering.  Notice shall be deemed givenwhen delivered personally or when deposited in the United States mail, firstclass postage prepaid and addressed to Optionee at the address of Optionee onfile with the Company.

 

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j.                                          **Stock Legend**. The Administrator may require that the certificates for any shares ofStock purchased by Optionee (or, in the case of death, Optionee’s successors)shall bear an appropriate legend to reflect the restrictions of Paragraph 4(b) andParagraphs 4(h) through 4(j) of this Agreement.

 

k.                                       **Scope of Agreement**. This Agreement shall bind and inure to the benefit of the Company andits successors and assigns and Optionee and any successor or successors ofOptionee permitted by Paragraph 2 or Paragraph 4(f) above.

 

l.                                          **Arbitration**. Any dispute arising out of or relating to this Agreement or the allegedbreach of it, or the making of this Agreement, including claims of fraud in theinducement, shall be discussed between the disputing parties in a good faitheffort to arrive at a mutual settlement of any such controversy.  If, notwithstanding, such dispute cannot beresolved, such dispute shall be settled by binding arbitration.  Judgment upon the award rendered by thearbitrator may be entered in any court having jurisdiction thereof.  The arbitrator shall be a retired state orfederal judge or an attorney who has practiced securities or businesslitigation for at least 10 years.  If theparties cannot agree on an arbitrator within 20 days, any party may requestthat the chief judge of the District Court for Hennepin County, Minnesota,select an arbitrator.  Arbitration willbe conducted pursuant to the provisions of this Agreement, and the commercialarbitration rules of the American Arbitration Association, unless such rules areinconsistent with the provisions of this Agreement.  Limited civil discovery shall be permittedfor the production of documents and taking of depositions.  Unresolved discovery disputes may be broughtto the attention of the arbitrator who may dispose of such dispute.  The arbitrator shall have the authority toaward any remedy or relief that a court of this state could order or grant;provided, however, that punitive or exemplary damages shall not beawarded.  The arbitrator may award to theprevailing party, if any, as determined by the arbitrator, all of its costs andfees, including the arbitrator’s fees, administrative fees, travel expenses,out-of-pocket expenses and reasonable attorneys’ fees.  Unless otherwise agreed by the parties, theplace of any arbitration proceedings shall be Hennepin County, Minneapolis.

 

IN WITNESSWHEREOF, the parties hereto have caused this Agreement to be executed on theday and year first above written.

 
| WINMARK  CORPORATION |   |   |
|----------------------|--------|--------|
|                 |   |   |
|                 |   |   |
| By:                  |   |   |   |
|                 | Its:   |   |   | Optionee |
|                      |        |        |  |  |

 

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**NONQUALIFIEDSTOCK OPTION AGREEMENT**

 

**WINMARKCORPORATION**

**2010STOCK OPTION PLAN**

 

THIS AGREEMENT, madeeffective as of this             day of                      ,          , by and betweenWinmark Corporation, a Minnesota corporation (the “Company”), and                                (“Optionee”).

 

W I T N E S S E TH:

 

WHEREAS, Optionee on thedate hereof is a key employee, officer or director of the Company or anAffiliate; and

 

WHEREAS, the Companywishes to grant a nonqualified stock option to Optionee to purchase shares ofthe Company’s Common Stock pursuant to the Company’s 2010 Stock Option Plan(the “Plan”); and

 

WHEREAS, theAdministrator has authorized the grant of a nonqualified stock option toOptionee and has determined that, as of the effective date of this Agreement,the fair market value of the Company’s Common Stock is$                per share;

 

NOW, THEREFORE, inconsideration of the premises and of the mutual covenants herein contained, theparties hereto agree as follows:

 

1.                                       **Grant of Option**. The Company hereby grants to Optionee on the date set forth above (the“Date of Grant”), the right and option (the “Option”) to purchase all orportions of an aggregate of              (                                )shares of Common Stock (the “Stock”) at a per share price of$             onthe terms and conditions set forth herein, and subject to adjustment pursuantto Section 12 of the Plan.  ThisOption is a nonqualified stock option and will not be treated as an incentivestock option, as defined under Section 422, or any successor provision, ofthe Internal Revenue Code of 1986, as amended (the “Code”), and the regulationsthereunder.

 

2.                                       **Duration andExercisability**.

 

a.                                       **General**. The term during which this Option may be exercised shall terminate on                              ,            ,except as otherwise provided in Paragraphs 2(b) through 2(d) below.  This Option shall become exercisableaccording to the following schedule:

 

| **Vesting  Date** | ** ** | **Cumulative Percentage  of Shares** | ** ** |
|-------------------|------------|--------------------------------------|------------|
| ** **        | ** ** | ** **                           | ** ** |
| ** **        | ** ** | ** **                           | ** ** |
| ** **        | ** ** | ** **                           | ** ** |

 

Once the Option becomesfully exercisable, Optionee may continue to exercise this Option under theterms and conditions of this Agreement until the termination of the Option asprovided herein.  If Optionee does notpurchase upon an exercise of this Option the full number of shares whichOptionee is then entitled to purchase, Optionee may purchase upon anysubsequent exercise prior to this Option’s termination such previouslyun-purchased shares in addition to those Optionee is otherwise entitled topurchase.

 

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b.                                      **Termination ofRelationship (Other Than Disability or Death)**. If Optionee’s relationship with the Company or any Subsidiary isterminated for any reason other than disability or death, this Option shallcompletely terminate on the earlier of (i) the close of business on thethree-month anniversary date of the termination of such relationship, and (ii) theexpiration date of this Option stated in Paragraph 2(a) above.  In such period following such termination,this Option shall be exercisable only to the extent the Option was exercisableon the vesting date immediately preceding the date on which Optionee’srelationship with the Company or Subsidiary terminated, but had not previouslybeen exercised.  To the extent thisOption was not exercisable upon the termination of such relationship, or ifOptionee does not exercise the Option within the time specified in thisParagraph 2(b), all rights of Optionee under this Option shall be forfeited.

 

c.                                       **Disability**. If Optionee ceases to be [an employee] [a consultant] [a nonemployeedirector] of the Company or any Subsidiary because of disability (as defined inCode Section 22(e), or any successor provision), this Option shallcompletely terminate on the earlier of (i) the close of business on thetwelve-month anniversary date of the termination of all such relationships, and(ii) the expiration date of this Option stated in Paragraph 2(a) above.  In such period following such termination,this Option shall be exercisable only to the extent the Option was exercisableon the vesting date immediately preceding the date on which all of Optionee’srelationships with the Company or Subsidiary have terminated, but had notpreviously been exercised.  To the extentthis Option was not exercisable upon the termination of such relationship, orif Optionee does not exercise the Option within the time specified in thisParagraph 2(c), all rights of Optionee under this Option shall be forfeited.

 

d.                                      **Death**. In the event of Optionee’s death, this Option shall terminate on theearlier of (i) the close of business on the twelve-month anniversary dateof the date of Optionee’s death, and (ii) the expiration date of thisOption stated in Paragraph 2(a) above. In such period following Optionee’s death, this Option may be exercisedby the person or persons to whom Optionee’s rights under this Option shall havepassed by Optionee’s will or by the laws of descent and distribution only tothe extent the Option was exercisable on the vesting date immediately precedingthe date of Optionee’s death, but had not previously been exercised.  To the extent this Option was not exercisableupon the date of Optionee’s death, or if such person or persons fail toexercise this Option within the time specified in this Paragraph 2(d), allrights under this Option shall be forfeited.

 

3.                                       **Manner of Exercise**.

 

a.                                       **General**. The Option may be exercised only by Optionee (or other proper party inthe event of death or incapacity), subject to the conditions of the Plan andsubject to such other administrative rules as the Administrator may deemadvisable, by delivering within the option period written notice of exercise tothe Company at its principal office.  Thenotice shall state the number of shares as to which the Option is beingexercised and shall be accompanied by payment in full of the option price forall shares designated in the notice.  Theexercise of the Option shall be deemed effective upon receipt of such notice bythe Company and upon payment that complies with the terms of the Plan and thisAgreement.  The Option may be exercisedwith respect to any number or all of the shares as to which it can then beexercised and, if partially exercised, may be exercised as to the unexercisedshares any number of times during the option period as provided herein.

 

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b.                                      **Form of Payment**. Subject to the approval of the Administrator, payment of the optionprice by Optionee shall be in the form of cash, personal check, certified checkor previously acquired shares of Stock of the Company, or any combinationthereof.  Any Stock so tendered as partof such payment shall be valued at its Fair Market Value as provided in thePlan.  For purposes of this Agreement,“previously-owned shares” means shares of Stock which the Optionee has ownedfor at least six (6) months prior to the exercise of the stock option, orfor such other period of time as may be required by generally acceptedaccounting principles.

 

c.                                       **Stock Transfer Records**. As soon as practicable after the effective exercise of all or any partof the Option, Optionee shall be recorded on the stock transfer books of theCompany as the owner of the shares purchased, and the Company shall deliver toOptionee one or more duly issued stock certificates evidencing suchownership.  All requisite original issueor transfer documentary stamp taxes shall be paid by the Company.

 

4.                                       **Miscellaneous**.

 

a.                                       **Rights as Shareholder**. This Agreement shall not confer on Optionee any right with respect tothe continuance of any relationship with the Company or any of itsAffiliates,  nor will it interfere in anyway with the right of the Company to terminate any such relationship.  Optionee shall have no rights as ashareholder with respect to shares subject to this Option until such shareshave been issued to Optionee upon exercise of this Option.  No adjustment shall be made for dividends(ordinary or extraordinary, whether in cash, securities or other property),distributions or other rights for which the record date is prior to the datesuch shares are issued, except as provided in Section 12 of the Plan.

 

b.                                      **Securities LawCompliance**.  The exercise of all or any parts of thisOption shall only be effective at such time as counsel to the Company shallhave determined that the issuance and delivery of Stock pursuant to suchexercise will not violate any state or federal securities or other laws.  Optionee may be required by the Company, as acondition of the effectiveness of any exercise of this Option, to agree inwriting that all Stock to be acquired pursuant to such exercise shall be held,until such time that such Stock is registered and freely tradable underapplicable state and federal securities laws, for Optionee’s own accountwithout a view to any further distribution thereof and that such shares will benot transferred or disposed of except in compliance with applicable state andfederal securities laws.

 

c.                                       **Mergers,Recapitalizations, Stock Splits, Etc**.  Pursuant andsubject to Section 12 of the Plan, certain changes in the number orcharacter of the Stock of the Company (through sale, merger, consolidation,exchange, reorganization, divestiture (including a spin-off), liquidation,recapitalization, stock split, stock dividend or otherwise) shall result in anadjustment, reduction or enlargement, as appropriate, in Optionee’s rights withrespect to any unexercised portion of the Option (i.e., Optionee shall havesuch “anti-dilution” rights under the Option with respect to such events, butshall not have “preemptive” rights).

 

d.                                      **Shares Reserved**. The Company shall at all times during the option period reserve and keepavailable such number of shares as will be sufficient to satisfy therequirements of this Agreement.

 

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e.                                       **Withholding Taxes**. In order to permit the Company to comply with all applicable federal orstate income tax laws or regulations, the Company may take such action as itdeems appropriate to insure that, if necessary, all applicable federal or statepayroll, income or other taxes are withheld from any amounts payable by theCompany to Optionee.  If the Company isunable to withhold such federal and state taxes, for whatever reason, Optioneehereby agrees to pay to the Company an amount equal to the amount the Companywould otherwise be required to withhold under federal or state law.

 

Subject to such rules asthe Administrator may adopt, the Administrator may, in its sole discretion,permit a Optionee to satisfy such withholding tax obligations, in whole or inpart (i) by delivering shares of Stock of having an equivalent fair marketvalue, or (ii) by electing to have the Company withhold shares of Stockotherwise issuable to Optionee having a Fair Market Value equal to the minimumrequired tax withholding, based on the minimum statutory withholding rates forfederal and state tax purposes, including payroll taxes, that are applicable tothe supplemental income resulting from the option.  In no event may the Company or Affiliatewithhold shares having a Fair Market Value in excess of such statutory minimumrequired tax withholding.  Optionee’selection to have shares withheld for purposes of such withholding taxobligations shall be made on or before the date that triggers such obligationsor, if later, the date that the amount of tax to be withheld is determinedunder applicable tax law.  Optionee’selection shall be approved by the Administrator and otherwise comply with such rules asthe Administrator may adopt to assure compliance with Rule 16b-3 or anysuccessor provision, as then in effect, of the General Rules andRegulations under the Securities and Exchange Act of 1934, if applicable.

 

f.                                         **Nontransferability**. During the lifetime of Optionee, the accrued Option shall be exercisableonly by Optionee or by the Optionee’s guardian or other legal representative,and shall not be assignable or transferable by Optionee, in whole or in part,other than by will or by the laws of descent and distribution.

 

g.                                      **2010 Stock Option Plan**. The Option evidenced by this Agreement is granted pursuant to the Plan,a copy of which Plan has been made available to Optionee and is herebyincorporated into this Agreement.  ThisAgreement is subject to and in all respects limited and conditioned as providedin the Plan.  All defined terms of thePlan shall have the same meaning when used in this Agreement.  The Plan governs this Option and, in theevent of any questions as to the construction of this Agreement or in the eventof a conflict between the Plan and this Agreement, the Plan shall govern,except as the Plan otherwise provides.

 

h.                                      **Lockup Period Limitation**. Optionee agrees that in the event the Company advises Optionee that itplans an underwritten public offering of its Common Stock in compliance withthe Securities Act of 1933, as amended, and that the underwriter(s) seekto impose restrictions under which certain shareholders may not sell orcontract to sell or grant any option to buy or otherwise dispose of part or allof their stock purchase rights of the underlying Common Stock, Optionee herebyagrees that for a period not to exceed 180 days from the prospectus, Optioneewill not sell or contract to sell or grant an option to buy or otherwisedispose of this option or any of the underlying shares of Stock without theprior written consent of the underwriter(s) or its representative(s).

 

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i.                                          **Blue Sky Limitation**. Notwithstanding anything in this Agreement to the contrary, in the eventthe Company makes any public offering of its securities and determines in itssole discretion that it is necessary to reduce the number of issued butunexercised stock purchase rights so as to comply with any state securities orBlue Sky law limitations with respect thereto, the Administrator shall have theright (i) to accelerate the exercisability of this Option and the date onwhich this Option must be exercised, provided that the Company gives Optionee15 days’ prior written notice of such acceleration, and (ii) to cancel anyportion of this Option or any other option granted to Optionee pursuant to thePlan which is not exercised prior to or contemporaneously with such publicoffering.  Notice shall be deemed givenwhen delivered personally or when deposited in the United States mail, firstclass postage prepaid and addressed to Optionee at the address of Optionee onfile with the Company.

 

j.                                          **Stock Legend**. The Administrator may require that the certificates for any shares ofCommon Stock purchased by Optionee (or, in the case of death, Optionee’ssuccessors) shall bear an appropriate legend to reflect the restrictions ofParagraph 4(b) and Paragraphs 4(h) through 4(j) of thisAgreement.

 

k.                                       **Scope of Agreement**. This Agreement shall bind and inure to the benefit of the Company andits successors and assigns and Optionee and any successor or successors ofOptionee permitted by Paragraph 2 or Paragraph 4(f) above.

 

l.                                          **Arbitration**. Any dispute arising out of or relating to this Agreement or the allegedbreach of it, or the making of this Agreement, including claims of fraud in theinducement, shall be discussed between the disputing parties in a good faitheffort to arrive at a mutual settlement of any such controversy.  If, notwithstanding, such dispute cannot beresolved, such dispute shall be settled by binding arbitration.  Judgment upon the award rendered by thearbitrator may be entered in any court having jurisdiction thereof.  The arbitrator shall be a retired state orfederal judge or an attorney who has practiced securities or businesslitigation for at least 10 years.  If theparties cannot agree on an arbitrator within 20 days, any party may requestthat the chief judge of the District Court for Hennepin County, Minnesota, selectan arbitrator.  Arbitration will beconducted pursuant to the provisions of this Agreement, and the commercialarbitration rules of the American Arbitration Association, unless such rules areinconsistent with the provisions of this Agreement.  Limited civil discovery shall be permittedfor the production of documents and taking of depositions.  Unresolved discovery disputes may be broughtto the attention of the arbitrator who may dispose of such dispute.  The arbitrator shall have the authority toaward any remedy or relief that a court of this state could order or grant;provided, however, that punitive or exemplary damages shall not be awarded. Thearbitrator may award to the prevailing party, if any, as determined by thearbitrator, all of its costs and fees, including the arbitrator’s fees,administrative fees, travel expenses, out-of-pocket expenses and reasonableattorneys’ fees. Unless otherwise agreed by the parties, the place of anyarbitration proceedings shall be Hennepin County, Minnesota.

 

IN WITNESSWHEREOF, the parties hereto have caused this Agreement to be executed on theday and year first above written.

 

 
| WINMARK  CORPORATION |   |   |
|----------------------|--------|--------|
|                 |   |   |
|                 |   |   |
| By:                  |   |   |   |
|                 | Its:   |   |   | Optionee |
|                      |        |        |  |  |

 

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