Exhibit
10.6.1


 


DEARBORN HOLDINGS
CORPORATION 

2003 OMNIBUS STOCK INCENTIVE PLAN 

NON-QUALIFIED [TIME-BASED] STOCK OPTION AGREEMENT


 


This NON-QUALIFIED [TIME-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 entities 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 vest
as to twenty-five percent (25%) of the Option Shares on each of the first four
anniversaries 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 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


 


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


 


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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.


 


(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, the Option shall become


 


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immediately vested with
respect to that number of shares equal to the product of (i) 25% of the total
Option Shares and (ii) the ratio equal to the number of whole months that have
elapsed from the later of (x) the Date of Grant and (y) the last anniversary of
the Date of Grant to the termination date by 12, and the then vested portion of
the Option 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 any


 


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


 


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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.


 


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


 


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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 maybe 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 arbitrators) 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 or 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:

  	
   

  	
   

  



 


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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 farther 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:

  	
   

  



 


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