Exhibit 10.6.2


 


DEARBORN HOLDINGS CORPORATION

2003 OMNIBUS STOCK INCENTIVE PLAN

NON-QUALIFIED [PERFORMANCE-BASED] STOCK OPTION AGREEMENT


 


This NON-QUALIFIED
[PERFORMANCE-BASED] STOCK OPTION AGREEMENT (this “Option Agreement”), dated as
of the [      ] day of [                      ],
[      ] (the “Date of Grant”), by and between
DEARBORN HOLDINGS CORPORATION, a Delaware corporation (the “Company”), and [                      ]
(the “Optionee”).


 


A.            Pursuant to
Optionee’s Management Agreement with [insert name of sub/the Company], Optionee
is to be granted an option (the “Option”) under the Company’s 2003 Omnibus
Stock Incentive Plan (the “Plan”) to purchase shares of the Company’s common
stock, par value $0.001 per share (the “Common Stock”), on the terms and
subject to the conditions set forth herein in partial consideration of the
mutual representations, warranties, covenants and agreements set forth in the
Management Agreement, including, but not limited to, the confidential
information, non-competition and non-solicitation provisions set forth therein.


 


B.            The Board of
Directors, of the Company (the “Board”), as the administrator of the Plan,
hereby grants such Option.  The Option is not intended to constitute an “incentive
stock option” within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”).


 


Any capitalized terms not
defined herein shall have their respective meanings set forth in the Plan.


 


1.             Number of Shares.  The Option entitles the Optionee to purchase
[        ] shares of the Company’s
Common Stock (the “Option Shares”) at a price of $[insert price corresponding to OCM/GFI purchase price] per
share (the “Option Exercise Price”).


 


2.             Option Term.  The term of the Option and of this Option
Agreement (the “Option Term”) shall commence on the Date of Grant and, unless
the Option is otherwise terminated pursuant to this Option Agreement, shall
terminate upon the tenth anniversary of the Date of Grant.  In no event may the Option be exercised after
expiration of the Option Term.


 


3.             Vesting; Conditions of Exercise.


 


(a)           Subject to Section 7, the Option shall become
vested with respect to all Option Shares upon the earlier of (i) when each of
the OCM/GFI Power Opportunities Fund LP (“GFI”) and the OCM Principal Opportunities
Fund II LP (“OCM”) has achieved at least a twenty-five percent (25%)
internal rate of return and (ii) the seventh anniversary of the Date of Grant; provided
that in the event of a Change of Control Transaction (as defined below) of the
Company:


 


(1)           the Option shall become immediately vested with
respect to all Option Shares if each of GFI and OCM has achieved at least a
twenty-five percent (25%) internal rate of return; and


 


(2)           the Option shall become immediately vested with
respect to a number of Option Shares such that an aggregate of fifty percent
(50%) of the total Option Shares


 

















 


shall be vested if (x) each of GFI and OCM
has achieved an internal rate of return of at least fifteen (15%) but less than
twenty-five percent (25%), and (y) the Optionee is terminated by the Company
without Cause (as defined below) or Optionee terminates his or her employment
for Good Reason (as defined below) within two years after [insert date of Closing].


 


(b)           Subject to subsection (i) and (ii) below and
Section 7, this Option shall be fully-exercisable at all times during the
Option Term; provided, however, that in the event Optionee’s
employment or service with the Company or any Parent or Subsidiary is
terminated for any reason, this Option may be exercised only with respect to
vested Option Shares.  Notwithstanding
anything to the contrary, the Option and the Option Shares shall be subject to
the vesting provisions set forth in this Section 3, and to the extent the
Option is exercised before it has become vested, the Option Shares so acquired
shall, until vested in accordance with this Section 3, be Restricted Shares
which shall be subject to repurchase as provided in the applicable Restricted
Stock Purchase Agreement to the same extent the Option would be subject to
forfeiture if no such exercise had occurred. 
For this purpose, an Option shall first be deemed to be exercised with
respect to the vested portion thereof, and thereafter with respect to that
portion which is due to become vested hereunder in the shortest time
frame.  This Option may not be exercised
for a fraction of a Share.


 


(i)            As a condition to exercising this Option, (x) Optionee, the Trust (as
defined in Section 5(a) below) or Optionee’s estate, successors or
beneficiaries, as applicable, shall agree to abide by and be bound as an
Existing Stockholder (as defined in the Stockholders’ Agreement) by the terms
and conditions of the Stockholders’ Agreement and shall deliver to the Company,
an executed writing, substantially in the form of Exhibit A (the “Agreement to
be Bound”), so agreeing and (y) Optionee’s spouse, if any, agrees to abide by
and be bound by the terms and conditions of the Spousal Consent (attached
hereto as Exhibit B) and shall deliver to the Company an executed copy of such
Spousal Consent so agreeing


 


(ii)           As a condition to
exercising this Option for unvested Option Shares, the Optionee or the Trust
shall execute the Restricted Stock Purchase Agreement attached hereto as
Exhibit C.


 


(c)           Definitions.


 


(i)            For purposes of this Agreement, “Cause” shall have the meaning set
forth in the Optionee’s Management Agreement with the [Company], or if Optionee
is not subject to any such agreement, “Cause” shall mean (i) the continued
failure by Executive to substantially perform his duties with the Company or
any Parent or Subsidiary or (ii) the willful engaging by Executive in gross
misconduct materially and demonstrably injurious to the Company or any Parent
or Subsidiary.


 


(ii)           For purposes of
this Agreement, “Change of Control Transaction” shall have the meaning set
forth in the Stockholders’ Agreement by and among the Company and certain of
its stockholders, dated as of [             , 2003] (the “Stockholders’
Agreement”).


 


(iii)          For purposes of
this Agreement, “Good Reason” shall have the meaning set forth in the Optionee’s
Management Agreement with the [Company], or if Optionee is not subject to any
such agreement, “Good Reason” shall mean the Company’s material reduction of
the Optionee’s compensation or duties and responsibilities (without Executive’s
express written consent); provided, that Executive has provided the
Company of written notice of


 


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the material
breach and the Company does not cure such breach within 15 days following the
date Executive provides notice thereof to the Company.


 


4.             Adjustments.  The Option and all rights and obligations
under this Agreement are subject to Section 3 of the Plan, the terms of which
are incorporated herein by this reference.


 


5.             Nontransferability of Option and Shares.


 


(a)           Option.  Except by will or under the laws of descent
and distribution, the Option and this Option Agreement shall not be
transferable and, during the lifetime of Optionee, the Option may be exercised
only by Optionee; provided, however, that Optionee shall be
permitted to transfer this Option to a trust controlled by Optionee during
Optionee’s lifetime for the benefit of Optionee’s immediate family (the “Trust”)
by providing written notice of transfer to the Company in a form provided by
the Company.  Without limiting the
generality of the foregoing, except as otherwise provided herein, the Option
may not be assigned, transferred, exchanged, mortgaged, pledged, hypothecated,
gifted or otherwise disposed of or encumbered (including, without limitation,
by operation of law) and the Optionee may not agree to do any of the
foregoing.  Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the Option contrary to
the provisions hereof, and the levy of any execution, attachment or similar
process upon the Option, shall be null and void and without effect.


 


(b)           Shares.  Shares acquired upon exercise of the Option
are subject to the Stockholders Agreement and the restrictions on transfer
described therein.


 


6.             Method of Exercise of Option.  The Option may be exercised by means of
written notice of exercise to the Company in a form provided by the Company
specifying the number of Option Shares to be purchased, accompanied by payment
in full of the aggregate Option Exercise Price of the Common Stock as to which
such Option shall be exercised and any applicable withholding taxes (i) in cash
or by check, (ii) subject to the terms and conditions of applicable law,
including but not limited to the Sarbanes-Oxley Act of 2002, by delivery of a
promissory note of the Optionee bearing interest at the applicable federal
rate, (iii) at the discretion of the Administrator, by means of a cashless
exercise procedure either through a broker or, through withholding of shares of
Common Stock otherwise issuable upon exercise of the Option that have an
aggregate Fair Market Value on the date of surrender in an amount sufficient to
pay the aggregate Option Exercise Price of the Common Stock as to which such
Option shall be exercised and/or the minimum statutory withholding taxes, with
respect thereto, (iv) in the form of unrestricted shares of Common Stock
already owned by the Optionee which, (x) in the case of unrestricted shares of
Common Stock acquired upon exercise of an option, have been owned by Optionee
for more than six months on the date of surrender, and (y) have an aggregate
Fair Market Value on the date of surrender equal to the aggregate Option
Exercise Price of the Common Stock as to which such Option shall be exercised and/or
the minimum statutory withholding taxes with respect thereto, or (v) by any
other means of exercise authorized from time to time in the Plan and/or by the
Board.


 


7.             Effect of Termination of Employment.  Upon the termination of Optionee’s employment
or service with the Company or any Parent or Subsidiary, except as provided in
subsection (b) below, the Option shall immediately terminate as to any Option
Shares that have not previously vested as of the date of such termination (the “Termination
Date”).


 


(a)           Termination by the
Company for Cause.  In the event Optionee’s
employment or service with the Company or any Parent or Subsidiary is
terminated by the Company for Cause, the Option shall terminate in full as of
the Termination Date and shall not be exercisable as to any of the Option
Shares.


 


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(b)           Termination by the
Company without Cause; Termination for Good Reason.  In the event Optionee’s employment or service
with the Company or any Parent or Subsidiary is terminated by the Company
without Cause or by Optionee for Good Reason, any portion of the Option that
has vested as of the Termination Date shall be exercisable in whole or in part
for a period of 90 days following the Termination Date.  Upon expiration of such 90-day period, any
unexercised portion of the Option shall terminate in full.


 


(c)           Termination without
Good Reason.  In the event Optionee terminates
employment or service with the Company or any Parent or Subsidiary without Good
Reason, any portion of the Option that has vested as of the Termination Date
shall be exercisable in whole or in part for a period of 30 days following the
Termination Date.  Upon expiration of
such 30-day period, any unexercised portion of the Option shall terminate in
full.


 


(d)           Termination as a Result of Death or
Disability.  In the event Optionee’s employment or service
with the Company or any Parent or Subsidiary is terminated as a result of
Optionee’s death or Disability, any portion of the Option that has vested as of
the Termination Date shall be exercisable in whole or in part for a period of
one year following the Termination Date. 
Upon expiration of such one-year period, any unexercised portion of the
Option shall terminate in full.


 


8.             Call Option.  Upon termination of Optionee’s employment or
service with the Company or any Parent or Subsidiary for any reason, the
Company shall have the right, but not the obligation, to repurchase all or any
portion of the Shares acquired upon exercise of the Option in accordance with
the terms and conditions set forth in this Section 8 (the “Call Option”).


 


(a)           Right to Repurchase.


 


(i)            Termination for Cause.  In the event Optionee’s employment or service
with the Company or any Parent or Subsidiary is terminated for Cause, the
Company shall have the right, but not the obligation, to repurchase all or any
portion of the Shares previously acquired by Optionee or the Trust through
exercise of the Option.  The purchase
price for each Share shall be the lower of (i) the Option Exercise Price and
(ii) the Fair Market Value of a Share on the date the Company exercises the
Call Option.


 


(ii)           Termination Other Than for Cause.  In the event Optionee’s employment or service
with the Company or any Parent or Subsidiary is terminated for any reason other
than for Cause, the Company shall have the right, but not the obligation, to
repurchase all or any portion of the Shares acquired (whether acquired prior to
or following the Termination Date) by Optionee, the Trust or Optionee’s estate,
successors or beneficiaries, as applicable, through exercise of the
Option.  The purchase price for each
Share shall be equal to the Fair Market Value of a Share on the date the
Company exercises the Call Option.


 


(b)           Exercise of Call Option.  The Company may by giving written notice (the
“Notice”) to the Optionee or any transferee (either, a “Holder”), elect to
purchase all or any portion of the Shares previously acquired through exercise
of the Option, at the purchase price determined in accordance with subsection
(a) above, as applicable, within one year following the later of the (i)
Termination Date or (ii) date that is six months and ten days after the last
date any Shares were acquired upon exercise of the Option.


 


(c)           Payment. 
Payment of the applicable purchase price (as determined in accordance
with subsection (a) above) shall be made, at the option of the Company, in
cash, by check, by cancellation of all or a portion of any outstanding
indebtedness of the Holder to the Company, or by


 


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any combination thereof, within 30 days after
receipt of the Notice or in the manner and at the times set forth in the
Notice.


 


(d)           Termination of Call Option.  In the event of the consummation of any firm
commitment underwritten public offering by the Company of its equity securities
pursuant to an effective registration statement filed under the Securities Act
of 1933, as amended, resulting in gross proceeds to the Company of not less
than $60 million, the Call Option shall immediately terminate as to any Shares
acquired upon exercise of the Option.


 


9.             Put Option.  Upon
termination of Optionee’s employment or service with the Company or any Parent
or Subsidiary as a result of Optionee’s death or Disability, Optionee or his
estate, as the case may be (either, a “Put Holder”), shall have the right, but
not the obligation, to require the Company to repurchase all or any portion of
the Shares acquired upon exercise of the Option in accordance with the terms
and conditions set forth in this Section 9 (the “Put Option”).


 


(a)           Purchase Price.  The purchase price for each Share shall be
the Fair Market Value of a Share on the date the Put Holder exercises the Put
Option.


 


(b)           Exercise of Put
Option.  The Put Holder may by giving
written notice (the “Put Notice”) to the Company within one year following the
later of the (i) Termination Date or (ii) date that is six months and ten
days after the last date any Shares were acquired upon exercise of the Option,
elect to require the Company to repurchase all or any portion of the Shares
previously acquired by the Optionee or his estate, as the case may be, through,
exercise of the Option, at the purchase price determined in accordance with
subsection (a) above.


 


(c)           Payment.  Payment of the applicable purchase price (as
determined in accordance with subsection (a) above) shall be made, at the
option of the Company, in cash, by check, by cancellation of all or a portion
of any outstanding indebtedness of the Put Holder to the Company, or by any
combination thereof, within 30 days after receipt of the Put Notice or in the
manner and at the times set forth in the Put Notice.


 


(d)           Termination of Put
Option.  In the event of the consummation
of any firm commitment underwritten public offering by the Company of its
equity securities pursuant to an effective registration statement filed under
the Securities Act of 1933, as amended, resulting in gross proceeds to the
Company of not less than $60 million, the Put Option shall immediately terminate
as to any Shares acquired upon exercise of the Option.


 


10.           Investment Representation.  The Optionee hereby represents and warrants
to the Company that the Optionee, by reason of the Optionee’s business or
financial experience (or the business or financial experience of the Optionee’s
professional advisors who are unaffiliated with and who are not compensated by
the Company or any affiliate or selling agent of the Company, directly or
indirectly), has the capacity to protect the Optionee’s own interests in
connection with the transactions contemplated under this Option Agreement.


 


11.           Notices.  All
notices and other communications under this Option Agreement shall be in
writing and shall be given by facsimile or first class mail, certified or
registered with return receipt requested, and shall be deemed to have been duly
given three days after mailing or 24 hours after transmission by facsimile to
the respective parties named below:


 


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  If to Company:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention: David Helwig

  
	
   

  	
  Facsimile:

  	
   

  	
   

  
	
   

  	
   

  
	
  with copies to:

  	
   

  
	
   

  	
   

  
	
   

  	
  GFI

  
	
   

  	
  11611 San Vicente Boulevard; Suite 710

  
	
   

  	
  Los Angeles, CA 90049

  
	
   

  	
  Attention: Ian Schapiro

  
	
   

  	
  Fax: (310) 442-0540

  
	
   

  	
   

  
	
   

  	
  And

  
	
   

  	
   

  
	
   

  	
  OCM

  
	
   

  	
  333 South Grand Avenue

  
	
   

  	
  Los Angeles, CA 90071

  
	
   

  	
  Attention: Christopher Brothers

  
	
   

  	
  Fax: (213) 830-6395

  
	
   

  	
   

  
	
   

  	
  And

  
	
   

  	
   

  
	
   

  	
  Skadden, Arps, Slate, Meagher & Flom LLP

  
	
   

  	
  300 South Grand Avenue

  
	
   

  	
  Los Angeles, CA 90071-3144

  
	
   

  	
  Attention: Jeffrey H. Cohen, Esq.

  
	
   

  	
  Fax: (213) 687-5600

  
	
   

  	
   

  
	
  If to the Optionee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
   

  	
   

  
							



 


Either party hereto may change such party’s address for notices by
notice duly given pursuant hereto.


 


12.           Securities Laws Requirements.  The Option shall not be exercisable to any
extent, and the Company shall not be obligated to transfer any Option Shares to
the Optionee upon exercise of such Option, if such exercise, in the opinion of
counsel for the Company, would violate the Securities Act (or any other federal
or state statutes having similar requirements as may be in effect at that time).  Further, the Company may require as a
condition of transfer of any Option Shares pursuant to any exercise of the
Option that the Optionee furnish a written representation that he or she is
purchasing or acquiring the Option Shares for investment and not with a view to
resale or distribution to the public. 
The Optionee hereby represents and warrants that he or she understands
that the Option Shares are “restricted securities,” as defined in Rule 144
under the Securities Act, and that any resale of the Option Shares must be in
compliance with the registration requirements of the Securities Act, or an
exemption therefrom, and with the requirements of applicable state securities
laws.  Each certificate representing Option
Shares shall bear the legend set forth below:


 


THE SECURITIES EVIDENCED BY
THIS CERTIFICATE ARE RESTRICTED SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND THE RULES


 


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THEREUNDER, AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM.


 


THE SECURITIES EVIDENCED BY
THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF
FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEES(S).  SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST
REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES OF COMMON STOCK.


 


Further, if the Company
decides, in its sole discretion, that the listing or qualification of the
Option Shares under any securities or other applicable law is necessary or
desirable, the Option shall not be exercisable, in whole or in part, unless and
until such listing or qualification, or a consent or approval with respect
thereto, shall have been effected or obtained free of any conditions not
acceptable to the Company.


 


13.           No Obligation to Register Option Shares.  The Company shall be under no
obligation to register the Option Shares.


 


14.           Protections Against Violations of Agreement.  No purported sale, assignment,
mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust
(voting or other) or other disposition of, or creation of a security interest
in or lien on, any of the Option Shares by any holder thereof in violation of
the provisions of this Option Agreement or the Stockholders Agreement or the
Certificate of Incorporation or the Bylaws of the Company, will be valid, and
the Company will not transfer any of said Option Shares on its books nor will
any of said Option Shares be entitled to vote, nor will any dividends be paid
thereon, unless and until there has been full compliance with said provisions
to the satisfaction of the Company.  The
foregoing restrictions are in addition to, and not in lieu of any other,
remedies, legal or equitable, available to enforce said provisions.


 


15.           Withholding Requirements.  The Company’s obligations under this Option
Agreement shall be subject to all applicable tax and other withholding
requirements, and the Company shall, to the extent permitted by law, have the
right to deduct any withholding amounts from any payment or transfer of any
kind otherwise due to the Optionee.


 


16.           Successors and Assigns.  All the terms and provisions of this Option
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the parties hereto, including the
Optionee’s estate, successors and beneficiaries; provided, however, that,
except as otherwise set forth herein, this Option Agreement may not be assigned
by the Optionee without the prior written consent of the Company.


 


17.           Failure to Enforce Not a Waiver.  The failure of either party to enforce at any
time any provision of this Option Agreement shall in no way be construed to be
a waiver of such provision or of any other provision hereof.


 


18.           Governing Law.  This Option Agreement shall be governed by
and construed according to the laws of the State of Delaware without regard to
its principles of conflict of laws.


 


19.           Incorporation of Plan.  The Plan is hereby incorporated by reference
and made a part hereof, and the Option and this Option Agreement shall be
subject to all terms and conditions of the Plan.


 


20.           Amendments.  This
Option Agreement may be amended or modified at any time only by an instrument
in writing signed by each of the parties hereto.


 


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21.           Rights as a Stockholder.  Neither the Optionee nor any of the Optionee’s
successors in interest shall have any rights as a stockholder of the Company
with respect to any shares of Common Stock subject to the Option until the date
of issuance of a stock certificate for such shares of Common Stock.


 


22.           Agreement Not a Contract of Employment.  Neither the Plan, the granting
of the Option, this Option Agreement nor any other action taken pursuant to the
Plan shall constitute or be evidence of any agreement or understanding, express
or implied, that the Optionee has a right to continue to provide services as an
officer, Board member, employee, consultant or advisor of the Company or any
Parent, Subsidiary or affiliate of the Company for any period of time or at any
specific rate of compensation.


 


23.           Authority of the Board.  The Board shall have full authority to
interpret and construe the terms of the Plan and this Option Agreement.  The determination of the Board as to any such
matter of interpretation or construction shall be final, binding and
conclusive.


 


24.           Dispute Resolution.  The parties agree to use their reasonable
best efforts to resolve any dispute regarding this Option Agreement through
good faith negotiations.  A party hereto
must give written notice of the substance of any dispute regarding this Option
Agreement to any other party to whom such dispute pertains.  Any such dispute that cannot be resolved
within 30 calendar days of receipt of the required notice (or such other time
period to which the parties may agree) will be submitted to an arbitrator
selected by mutual agreement of the parties. 
In the event that, within 50 days of the receipt of the required written
notice, a single arbitrator has not been selected by mutual agreement of the
parties, a panel of three arbitrators will be selected.  Each party to the dispute will select one
arbitrator and the two selected arbitrators will select one additional
arbitrator.  Except as the parties to the
dispute may otherwise agree, such arbitration will be conducted in accordance
with the then-existing rules for Commercial Arbitration of the American
Arbitration Association.  The decision of
the arbitrator or arbitrators, or of a majority thereof, as the case may be,
shall be made in writing and will be final and binding upon the parties hereto
as to the questions submitted.  The
parties will abide by and comply with such decision, which may be entered as an
enforceable judgment in a court of competent jurisdiction; provided, however,
the arbitrator or arbitrators, as the case may be, shall not be empowered to
award punitive damages.  Unless the
decision of the arbitrator or arbitrators, as the case may be, provides for a
different allocation of costs and expenses determined by the arbitrators to be
equitable under the circumstances, the parties in any arbitration under this
Option Agreement will bear their own costs and expenses and will each be
responsible for one half of the arbitrator(s) fees.


 


25.           Market Stand-Off.  In connection with any underwritten public
offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act of 1933, as amended, for
such period as the Company or its underwriters may request (such period not to
exceed 180 days following the date of the applicable offering), the Optionee
shall not, directly or indirectly, sell, make any short sale of, loan,
hypothecate, pledge, offer, grant of sell any option or other contract for the
purchase of, purchase any option or other contract for the sale of, or
otherwise dispose of or transfer, or agree to engage in any of the foregoing
transactions with respect to, any Option Shares acquired under this Option
Agreement without the prior written consent of the Company or its underwriters.


 


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IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Option Agreement on the day and
year first above written.


 


	
  DEARBORN HOLDINGS CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


 


The undersigned hereby accepts and agrees to all the terms and
provisions of the foregoing Option Agreement and to all the terms and
provisions of the Plan, herein incorporated by reference.


 


 


	
  The
  Optionee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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Exhibit A


 


AGREEMENT TO BE BOUND


 


Reference is made to the
Stockholders’ Agreement, dated as of [__________] __, 2003, by and among
DEARBORN HOLDINGS CORPORATION and certain of its securityholders, as may be
amended or amended and restated from time to time (the “Agreement”).  All capitalized terms used but not otherwise
defined herein are used with the meanings ascribed to such terms in the
Agreement.


The undersigned purchased on
the date hereof ___________ shares of Common Stock (the “Securities”).  The undersigned hereby joins the Agreement as
a party thereto with respect to the Securities, entitled to the rights and
benefits of, and subject to the obligations of, a Stockholder with respect to
the Securities.


 


	 
	
  The
  undersigned’s address for notice is:

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	 

	 
	
   

  	 

	 
	
  Dated
  this ____ day of ____________, 20___.

  	 

	 
	
   

  	 

	
  By:

  	
   

  	
   

  
					



 

















 


Exhibit B


 


SPOUSAL CONSENT


 


The undersigned represents that the undersigned is the spouse of


 


 


	
   

  	
   

  
	
  Name of Employee

  	
   

  



 


 


and that the undersigned is familiar with the terms of the 2003 Omnibus
Stock Incentive Plan (the “Plan”), the Option Agreement and the Stockholders’
Agreement (together with the Option Agreement, the “Agreements”), each of which
the undersigned’s spouse is entering into on today’s date.  The undersigned hereby agrees that the
interest of the undersigned’s spouse in all property which is the subject of
such Plan or Agreements shall be irrevocably bound by the terms of such Plan or
Agreements and by any amendment, modification, waiver or termination signed by
the undersigned’s spouse.  The
undersigned further agrees that, the undersigned’s community property interest
in all property which is the subject of such Plan or Agreements shall be
irrevocably bound by the terms of such Plan or Agreements, and that such Plan
or Agreements shall be binding on the executors, administrators, heirs and
assigns of the undersigned.  The
undersigned further authorizes the undersigned’s spouse to amend, modify or
terminate such Plan or Agreements, or waive any rights thereunder, and that
each such amendment, modification, waiver or termination signed by the
undersigned’s spouse shall be binding on the community property interest of the
undersigned in all property which is the subject of such Plan or Agreements and
on the executors, administrators, heirs and assigns of the undersigned, each as
fully as if the undersigned had signed such amendment, modification, waiver or
termination.


 


 


	
  Dated: ________,20___

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature of Spouse: