Filed by Bowne Pure Compliance





Exhibit 10.3




PINNACLE ENTERTAINMENT, INC.




NONQUALIFIED STOCK OPTION AGREEMENT





THIS STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of August 1, 2008,
by and between Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and Carlos
Ruisanchez (“Optionee”).




A. The Board of Directors of the Company has determined that it is to the advantage and best
interest of the Company to grant to Optionee a nonqualified stock option outside of the Pinnacle
Entertainment, Inc. 2005 Equity and Performance Incentive Plan, as amended (the “Option”), to
purchase 200,000 shares of the common stock of the Company (the “Common Stock”) in order to more
closely align Optionee’s interests with those of other stockholders of the Company, and has
approved the execution of this Agreement between the Company and Optionee.




B. The Option granted hereby is not intended to qualify as an “incentive stock option” under
Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).




NOW, THEREFORE, in consideration of the mutual agreements contained herein, Optionee and the
Company hereby agree as follows:



1. Grant and Terms of Stock Option.



1.1 Grant of Option. The Company hereby grants to Optionee the right and option to
purchase, subject to the terms and conditions set forth in this Agreement, all or any part of an
aggregate of 200,000 shares of Common Stock at a purchase price per share equal to $11.35.



1.2 Vesting and Exercisability. Subject to the other provisions of this Agreement,
this Option shall vest and become exercisable with respect to 25% of the shares of Common Stock
subject to this Option on the first anniversary of the date hereof and, on each subsequent
anniversary of the date hereof, shall vest and become exercisable with respect to an additional 25%
of the shares subject hereto so that this Option shall be vested and exercisable with respect to
100% of the shares subject hereto on the fourth anniversary of the date hereof. Notwithstanding
the foregoing:




1.2.1 If, before the fourth anniversary of the date hereof, Optionee dies or
Optionee’s employment with the Company is terminated on account of Optionee’s disability
under Section 6.1.4 of Optionee’s employment agreement with the Company effective as of
even date herewith (the “Employment Agreement”), this Option shall vest as provided in the
Employment Agreement.




1.2.2 If Optionee’s employment with the Company pursuant to the Employment Agreement
is terminated prior to the expiration of the term thereof by the Company without cause (as
such term is used in the Employment Agreement) or by Optionee for good reason pursuant to
Section 6.3 of the Employment Agreement, this Option shall vest as provided in the
Employment Agreement.


 


 









 





1.3 Term of Option. No portion of this Option may be exercised more than ten years
from the date of this Agreement. In the event of termination of Optionee’s employment by or
cessation of Optionee’s services to the Company or any of its subsidiaries for any reason, with or
without cause, including as a result of death or disability within the meaning of Section 6.1.4 of
the Employment Agreement, the portion of this Option that is not vested and exercisable as of the
date of termination or cessation, and that does not become vested by reason of such termination or
cessation, shall be immediately cancelled and terminated. In addition, the portion of this Option
that is vested and exercisable as of the date of termination of Optionee’s employment by or
cessation of Optionee’s services to the Company or any of its subsidiaries shall terminate and be
cancelled as provided in the Employment Agreement.



2. Method of Exercise. 



2.1 Delivery of Notice of Exercise. This Option shall be exercisable by written notice
in the form attached hereto as Exhibit A which shall state the election to exercise this Option,
the number of shares of Common Stock in respect of which this Option is being exercised, and such
other representations and agreements with respect to such shares as may be required by the Company
pursuant to the provisions of this Agreement. Such written notice shall be signed by Optionee (or
by Optionee’s beneficiary or other person entitled to exercise this Option in the event of
Optionee’s death pursuant to Section 3 hereof) and shall be delivered in person or by certified
mail to the Secretary of the Company. The written notice shall be accompanied by payment of the
exercise price. This Option shall not be deemed exercised until the Company receives such written
notice accompanied by the exercise price and any other applicable terms and conditions of this
Agreement are satisfied. This Option may not be exercised for a fraction of a share.



2.2 Restrictions on Exercise. No shares of Common Stock will be issued pursuant to
the exercise of this Option unless and until there shall have been full compliance with all
applicable requirements of the Securities Act of 1933, as amended (whether by registration or
satisfaction of exemption conditions), all applicable listing requirements of any national
securities exchange or other market system on which the Common Stock is then listed and all
applicable requirements of other laws (including, without limitation, state corporations laws,
state securities laws and federal and state tax laws) and of any regulatory bodies having
jurisdiction over such issuance. As a condition to the exercise of this Option, the Company may
require Optionee to make any representation and warranty to the Company as may be necessary or
appropriate, in the judgment of the Board of Directors (or the Compensation Committee thereof (the
“Committee”)), to comply with any applicable laws.



2.3 Method of Payment. Payment of the exercise price shall be made in full at the time
of exercise (a) in cash or by certified check or bank check or wire transfer of immediately
available funds, (b) by delivery of a properly executed exercise notice together with any other
documentation as the Board of Directors (or the Committee) and the Optionee’s broker, if
applicable, require to effect an exercise of the Option and delivery to the Company of the sale or
other proceeds (as permitted by applicable law) required to pay the exercise price, or (c) with the
consent of the Board of Directors (or the Committee) in its discretion, by tendering previously
acquired shares of Common Stock (either actually or by attestation, valued at their then Fair
Market Value) that have been owned for a period of at least six months (or such other period to
avoid accounting charges against the Company’s earnings). In addition, the Board of Directors (or
the Committee) may
impose such other conditions in connection with the delivery of shares of
Common Stock in satisfaction of the exercise price as it deems appropriate in
its sole discretion.


 


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2.4 No Rights as a Stockholder. Until the stock certificate
evidencing shares of
Common Stock issued
upon exercise of
this Option is
issued (as evidenced
by the appropriate
entry on the books
of the Company or of
a duly authorized
transfer agent of
the Company), no
right to vote or
receive dividends or
any other rights as
a stockholder will
exist with respect
to the shares,
notwithstanding the
exercise of the
Option.




3. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution or to a beneficiary designated by
written designation, and may be exercised during the lifetime of Optionee only by Optionee.
Subject to all of the other terms and conditions of this Agreement, following the death of
Optionee, this Option may, to the extent it is vested and exercisable by Optionee in accordance
with its terms on the date of death, be exercised by Optionee’s beneficiary, estate or other person
who acquired the right to exercise this Option by bequest or inheritance. Notwithstanding the
first sentence of this Section 3, this Option may be assigned, in connection with Optionee’s estate
plan, in whole or in part, during Optionee’s lifetime to one or more family members of Optionee or
to a trust established exclusively for one or more of such family member. Rights under the
assigned portion may be exercised by the person or persons who acquire a proprietary interest in
such Option pursuant to the assignment. The terms applicable to the assigned portion shall be the
same as those in effect for the Option immediately before such assignment and shall be set forth in
such documents issued to the assignee as the Board of Directors (or the Committee) deems
appropriate. For purposes of this Section 3, the term “family member” means any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the Optionee’s household (other than a tenant
or employee), a trust in which these persons (or the Optionee) control the management of assets,
and any other entity in which these persons (or the Optionee) own more than 50 percent of the
voting interests. 




4. Restrictions; Restrictive Legends. Ownership and transfer of shares issued pursuant to
the exercise of this Option will be subject to the provisions of, including ownership and transfer
restrictions (including, without limitation, ownership and transfer restrictions imposed by
applicable gaming laws) contained in, the Company’s Certificate of Incorporation, as amended from
time to time, restrictions imposed by applicable laws and restrictions set forth or referenced in
legends imprinted on certificates representing such shares.


 


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5. Adjustments Upon Changes in Capitalization, Etc.



5.1 Changes in Capitalization. In the event of any merger, reorganization,
consolidation, recapitalization, dividend or distribution (whether in cash, shares or other
property), stock split, reverse stock split, spin-off or similar transaction or other change in
corporate structure affecting the shares of Common Stock or the value thereof, such adjustments and
other substitutions shall be made to this Option as the Board of Directors (or the Committee), in
its sole discretion, deems equitable or appropriate, including such adjustments in the aggregate
number, class and kind of
securities that may be delivered under this Option and in the number, class, kind and option
or exercise price of securities subject to this Option (including, if the Board of Directors (or
the Committee) deems appropriate, the substitution of similar options to purchase the shares of, or
other awards denominated in the shares of, another company) as the Board of Directors (or the
Committee) may determine to be appropriate in its sole discretion; provided, however, that the
number of shares of Common Stock subject to this Option shall always be a whole number.



5.2 Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, to the extent that this Option had not been previously exercised, it
will terminate immediately prior to the consummation of such proposed dissolution or liquidation.
In such instance, the Company may, in the exercise of its sole discretion, declare that this Option
will terminate as of a date fixed by the Company and give Optionee the right to exercise this
Option as to all or any part of the optioned stock, including shares as to which this Option would
not otherwise be exercisable.



5.3 Corporate Transaction. Upon the happening of a “Change of Control” of the Company
(within the meaning of the Employment Agreement), the Company may, in its sole discretion, do one
or more of the following: (i) shorten the period during which this Option is exercisable (provided
that it remains exercisable for at least 30 days after the date notice of such shortening is given
to Optionee); (ii) accelerate the vesting of this Option; (iii) arrange to have the surviving or
successor entity or any parent entity thereof assume this Option or grant a replacement option in
either case with appropriate adjustments in the option prices and adjustments in the number and
kind of securities issuable upon exercise or adjustments so that this Option or its replacement
represents the right to purchase the shares of stock, securities or other property (including cash)
as may be issuable or payable as a result of such transaction with respect to or in exchange for
the number of shares of Common Stock purchasable and receivable upon exercise of this Option had
such exercise occurred in full prior to such transaction; or (iv) (A) to the extent this Option is
vested (including, if applicable, any acceleration of vesting as contemplated in clause (ii)
above), cancel this Option upon payment to Optionee of an amount that is the equivalent of the
excess of the Fair Market Value of the Common Stock (at the effective time of the change in
control) over the exercise price of this Option, such amount to be payable in cash, in one or more
kinds of stock or property (including the stock or property, if any, payable in the transaction) or
in a combination thereof, as the Board of Directors (or the Committee), in its discretion, shall
determine and (B) to the extent this Option is not vested, either cancel this Option upon a
payment to Optionee in the manner set forth in clause (iv)(A) of this sentence, or arrange for the
assumption of this Option in the manner set forth in clause (iii) of this sentence, in the sole
discretion of the Company.


 


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6. Withholding Taxes. The Company will have the right to take whatever steps the Board of
Directors (or the Committee) deems necessary or appropriate to comply with all applicable federal,
state, local, and employment tax withholding requirements, and the Company’s obligations to deliver
shares of Common Stock upon the exercise of this Option will be conditioned upon compliance with
all such withholding tax requirements. Without limiting the generality of the foregoing, upon the
exercise of this Option, the Company will have the right to withhold taxes from any other
compensation or other amounts which it may owe to Optionee, or to require Optionee to pay to the
Company the amount of any taxes which the Company may be required to withhold with respect to the
shares issued on such exercise. Without limiting the generality of the foregoing, the Board of
Directors (or the Committee) in its discretion may authorize Optionee to satisfy all or part of any
withholding tax liability by (a) having the Company withhold from the shares of Common Stock which
would otherwise be issued on the exercise of an Option that number of shares having a Fair Market
Value, as of the date the withholding tax liability arises, equal to or less than the amount of the
Company’s withholding tax liability, or (b) by delivering to the Company previously-owned and
unencumbered shares of the Common Stock having a Fair Market Value, as of the date the withholding
tax liability arises, equal to or less than the amount of the Company’s withholding tax liability.




7. General.



7.1 Governing Law. This Agreement shall be governed by and construed under the laws
of the state of Delaware applicable to agreements made and to be performed entirely in Delaware,
without regard to the conflicts of law provisions of Delaware or any other jurisdiction.



7.2 Notices. Any notice required or permitted under this Agreement shall be given in
writing by express courier or by postage prepaid, United States registered or certified mail,
return receipt requested, to the address set forth below or to such other address for a party as
that party may designate by 10 days advance written notice to the other parties. Notice shall be
effective upon the earlier of receipt or 3 days after the mailing of such notice.



	 	 	 	 	 
	 

	 	If to the Company:
	 	Pinnacle Entertainment, Inc.
	 

	 	 	 	3800 Howard Hughes Parkway, Suite 1800
	 

	 	 	 	Las Vegas, Nevada 89169
	 

	 	 	 	Attention: General Counsel
	 
	 	 	 	 
	 

	 	If to Optionee:
	 	Carlos Ruisanchez
	 

	 	 	 	3800 Howard Hughes Parkway, Suite 1800
	 

	 	 	 	Las Vegas, Nevada 89169






7.3 Determination of Fair Market Value. “Fair Market Value” means, as of any date,
the value of Common Stock determined as follows:




7.3.1 If the Common Stock is listed on any established stock exchange or a national
market system, including without limitation, the National Market System of NASDAQ, the Fair
Market Value of a share of Common Stock will be the closing sales price for such stock (or
the closing bid, if no sales are reported) as quoted on
that system or exchange (or the system or exchange with the greatest volume of trading
in Common Stock) on the day of determination (if the day of determination is not a market
trading day, then on the last market trading day that is prior to the day of
determination), as reported in the Wall Street Journal or any other source the
Board of Directors (or the Committee) considers reliable.


 


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7.3.2 If the Common Stock is quoted on the NASDAQ System (but not on the NASDAQ
National Market System) or is regularly quoted by recognized securities dealers but selling
prices are not reported, the Fair Market Value of a share of Common Stock will be the mean
between the high bid and low asked prices for the Common Stock on the day of determination
(if the day of determination is not a market trading day, then on the last market trading
day that is prior to the day of determination), as reported in the Wall Street
Journal or any other source the Board of Directors (or the Committee) considers
reliable.




7.3.3 If the Common Stock is not traded as set forth above, the Fair Market Value will
be determined in good faith by the Board of Directors (or the Committee) with reference to
the earnings history, book value and prospects of the Company in light of market conditions
generally, and any other factors the Board of Directors (or the Committee) considers
appropriate, such determination by the Board of Directors (or the Committee) to be final,
conclusive and binding.



7.4 Community Property. Without prejudice to the actual rights of the spouses as
between each other, for all purposes of this Agreement, Optionee shall be treated as agent and
attorney-in-fact for that interest held or claimed by his spouse with respect to this Option and
the parties hereto shall act in all matters as if Optionee was the sole owner of this Option. This
appointment is coupled with an interest and is irrevocable.



7.5 No Employment Rights. Nothing herein contained shall be construed as an agreement
by the Company or any of its subsidiaries, express or implied, to employ Optionee or contract for
Optionee’s services, to restrict the Company’s or such subsidiary’s right to discharge Optionee or
cease contracting for Optionee’s services or to modify, extend or otherwise affect in any manner
whatsoever the terms of any employment agreement or contract for services which may exist between
Optionee and the Company or any of its subsidiaries.



7.6 Modifications. This Agreement may be amended, altered or modified only by a
writing signed by each of the parties hereto.



7.7 Application to Other Stock. In the event any capital stock of the Company or any
other corporation shall be distributed on, with respect to, or in exchange for shares of Common
Stock as a stock dividend, stock split, reclassification or recapitalization in connection with any
merger or reorganization or otherwise, all restrictions, rights and obligations set forth in this
Agreement shall apply with respect to such other capital stock to the same extent as they are, or
would have been applicable, to the shares on or with respect to which such other capital stock was
distributed.



7.8 Additional Documents. Each party agrees to execute any and all further documents
and writings, and to perform such other actions, which may be or become reasonably necessary or
expedient to be made effective and carry out this Agreement.


 


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7.9 No Third-Party Benefits. Except as otherwise expressly provided in this
Agreement, none of the provisions of this Agreement shall be for the benefit of, or enforceable by,
any third-party beneficiary.



7.10 Successors and Assigns. Except as provided herein to the contrary, this
Agreement shall be binding upon and inure to the benefit of the parties, their respective
successors and permitted assigns.



7.11 No Assignment. Except as otherwise provided in this Agreement, Optionee may not
assign any of his rights under this Agreement without the prior written consent of the Company,
which consent may be withheld in its sole discretion. The Company shall be permitted to assign its
rights or obligations under this Agreement, but no such assignment shall release the Company of any
obligations pursuant to this Agreement.



7.12 Severability. The validity, legality or enforceability of the remainder of this
Agreement shall not be affected even if one or more of the provisions of this Agreement shall be
held to be invalid, illegal or unenforceable in any respect.



7.13 Equitable Relief. Optionee acknowledges that, in the event of a threatened or
actual breach of any of the provisions of this Agreement, damages alone will be an inadequate
remedy, and such breach will cause the Company great, immediate and irreparable injury and damage.
Accordingly, Optionee agrees that the Company shall be entitled to injunctive and other equitable
relief, and that such relief shall be in addition to, and not in lieu of, any remedies it may have
at law or under this Agreement.



7.14 Arbitration.




7.14.1 General. Any controversy, dispute, or claim between the parties to this
Agreement, including any claim arising out of, in connection with, or in relation to the formation,
interpretation, performance or breach of this Agreement shall be settled exclusively by
arbitration, before a single arbitrator, in accordance with this Section 7.14 and the then most
applicable rules of the American Arbitration Association. Judgment upon any award rendered by the
arbitrator may be entered by any state or federal court having jurisdiction thereof. Such
arbitration shall be administered by the American Arbitration Association. Arbitration shall be
the exclusive remedy for determining any such dispute, regardless of its nature. Notwithstanding
the foregoing, either party may in an appropriate matter apply to a court for provisional relief,
including a temporary restraining order or a preliminary injunction, on the ground that the award
to which the applicant may be entitled in arbitration may be rendered ineffectual without
provisional relief. Unless mutually agreed by the parties otherwise, any arbitration shall take
place in the City of Las Vegas, Nevada.




7.14.2 Selection of Arbitrator. In the event the parties are unable to agree upon an
arbitrator, the parties shall select a single arbitrator from a list of nine arbitrators drawn by
the parties at random from the “Independent” (or “Gold Card”) list of retired judges or, at the
option of Optionee, from a list of nine persons (which shall be retired judges or corporate or
litigation attorneys experienced in stock options and buy-sell agreements) provided by the office
of the American Arbitration Association having
jurisdiction over Las Vegas, Nevada. If the parties are unable to agree upon an arbitrator
from the list so drawn, then the parties shall each strike names alternately from the list, with
the first to strike being determined by lot. After each party has used four strikes, the remaining
name on the list shall be the arbitrator. If such person is unable to serve for any reason, the
parties shall repeat this process until an arbitrator is selected.


 


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7.14.3 Applicability of Arbitration; Remedial Authority. This agreement to resolve
any disputes by binding arbitration shall extend to claims against any parent, subsidiary or
affiliate of each party, and, when acting within such capacity, any officer, director, stockholder,
employee or agent of each party, or of any of the above, and shall apply as well to claims arising
out of state and federal statutes and local ordinances as well as to claims arising under the
common law. In the event of a dispute subject to this paragraph the parties shall be entitled to
reasonable discovery subject to the discretion of the arbitrator. The remedial authority of the
arbitrator (which shall include the right to grant injunctive or other equitable relief) shall be
the same as, but no greater than, would be the remedial power of a court having jurisdiction over
the parties and their dispute. The arbitrator shall, upon an appropriate motion, dismiss any claim
without an evidentiary hearing if the party bringing the motion establishes that he or it would be
entitled to summary judgement if the matter had been pursued in court litigation. In the event of
a conflict between the applicable rules of the American Arbitration Association and these
procedures, the provisions of these procedures shall govern.




7.14.4 Fees and Costs. Any filing or administrative fees shall be borne initially by
the party requesting arbitration. The Company shall be responsible for the costs and fees of the
arbitration, unless Optionee wishes to contribute (up to 50%) of the costs and fees of the
arbitration. Notwithstanding the foregoing, the prevailing party in such arbitration, as
determined by the arbitrator, and in any enforcement or other court proceedings, shall be entitled,
to the extent permitted by law, to reimbursement from the other party for all of the prevailing
party’s costs (including but not limited to the arbitrator’s compensation), expenses, and
attorneys’ fees.




7.14.5 Award Final and Binding. The arbitrator shall render an award and written
opinion, and the award shall be final and binding upon the parties. If any of the provisions of
this paragraph, or of this Agreement, are determined to be unlawful or otherwise unenforceable, in
whole or in part, such determination shall not affect the validity of the remainder of this
Agreement, and this Agreement shall be reformed to the extent necessary to carry out its provisions
to the greatest extent possible and to insure that the resolution of all conflicts between the
parties, including those arising out of statutory claims, shall be resolved by neutral, binding
arbitration. If a court should find that the arbitration provisions of this Agreement are not
absolutely binding, then the parties intend any arbitration decision and award to be fully
admissible in evidence in any subsequent action, given great weight by any finder of fact, and
treated as determinative to the maximum extent permitted by law.



7.15 Headings. The section headings in this Agreement are inserted only as a matter
of convenience, and in no way define, limit, extend or interpret the scope of this Agreement or of
any particular section.


 


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7.16 Number and Gender. Throughout this Agreement, as the context may require, (a)
the masculine gender includes the feminine and the neuter gender includes the masculine and the
feminine; (b) the singular tense and number includes the plural, and the plural tense and number
includes the singular; (c) the past tense includes the present, and the present tense includes the
past; (d) references to parties, sections, paragraphs and exhibits mean the parties, sections,
paragraphs and exhibits of and to this Agreement; and (e) periods of days, weeks or months mean
calendar days, weeks or months.



7.17 Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.



7.18 Complete Agreement. This Agreement and the Employment Agreement constitute the
total and complete agreement of the parties and supersede all prior and contemporaneous
understandings and agreements heretofore made, and there are no other representations,
understandings or agreements.



7.19 Waiver of Jury Trial. TO THE EXTENT EITHER PARTY INITIATES LITIGATION INVOLVING
THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN US (EVEN IF OTHER PARTIES OR OTHER CLAIMS
ARE INCLUDED IN SUCH LITIGATION), ALL OF THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY. THIS
WAIVER WILL APPLY TO ALL CAUSES OF ACTION THAT ARE OR MIGHT BE INCLUDED IN SUCH ACTION, INCLUDING
CLAIMS RELATED TO THE ENFORCEMENT OR INTERPRETATION OF THIS AGREEMENT, ALLEGATIONS OF STATE OR
FEDERAL STATUTORY VIOLATIONS, FRAUD, MISREPRESENTATION, OR SIMILAR CAUSES OF ACTION, AND IN
CONNECTION WITH ANY LEGAL ACTION INITIATED FOR THE RECOVERY OF DAMAGES BETWEEN OR AMONG US OR
BETWEEN OR AMONG ANY OF OUR OWNERS, AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS.



[SIGNATURES TO APPEAR ON FOLLOWING PAGE]




 


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	 	PINNACLE ENTERTAINMENT, INC.

 	 
	 	By:  	/s/ John A. Godfrey
 	 
	 	 	John A. Godfrey, Executive Vice President 	 
	 	 	General Counsel and Secretary 	 
	 
	 	                                                /s/ Carlos Ruisanchez
 	 
	 	Carlos Ruisanchez 	 



 


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SPOUSAL CONSENT





By her signature below, the spouse of the Optionee agrees to be bound by all of the terms and
conditions of the foregoing Option Agreement (including those relating to the appointment of the
Optionee as agent for any interest that Spouse may have in the shares of Common Stock, which are
subject to the Options).



	 	 	 	 	 
	 

	 	OPTIONEE’S SPOUSE	 	 
	 
	 	 	 	 
	 

	 	 

Signature
	 	 
	 
	 	 	 	 
	 

	 	 

Print Name
	 	 





 


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EXHIBIT A

NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION




Pinnacle Entertainment, Inc.

3800 Howard Hughes Parkway

Las Vegas, Nevada 89169

Attn: General Counsel




Ladies and Gentlemen:




The undersigned hereby elects to exercise the option indicated below:



Option Grant Date:                     

Number of Shares as to which Option is Being Exercised:                     

Exercise Price Per Share:                     

Total Exercise Price: $                    

Method of Payment:                     





Enclosed herewith is payment in full of the total exercise price.



My exact name, current address and social security number for purposes of the stock
certificate to be issued and the stockholder list of the Company are:



	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 
 	 	 

  	 	 
	 

	 	Address:	 	 	 	 
	 	 	 

  	 	 
	 	 	 

  	 	 
	 

	 	Social Security Number:	 	 	 	 
	 	 	 

  	 	 







Sincerely,



	 	 	 	 	 	 	 	 	 
	Dated:

	 	 
	 	 
	 	 	 	 
	 

	 	 

	 	 
	 	 

(Optionee’s Signature)
	 	 







 


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