Exhibit 10.1


 


ROCKWOOD HOLDINGS, INC.

STOCK OPTION AGREEMENT

(Time-Vesting)


 


THIS AGREEMENT, dated as of December 11, 2009
is made by and between Rockwood Holdings, Inc., a Delaware corporation
(hereinafter referred to as the “Company”), and [NAME], an employee of the
Company or a Subsidiary (as defined below) or Affiliate (as defined below) of
the Company, hereinafter referred to as “Optionee.” Any capitalized terms
herein not otherwise defined in Article I shall have the meaning set forth
in the 2009 Rockwood Holdings, Inc. Stock Incentive Plan.


 


WHEREAS, the Company wishes to afford the Optionee
the opportunity to purchase shares of its common stock, par value $0.01 per
share (the “Common Stock”);


 


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


 


WHEREAS, the committee of the Company’s Board
appointed to administer the Plan (the “Committee”) has determined that it would
be to the advantage and best interest of the Company and its shareholders to
grant the Option (as defined below) provided for herein to the Optionee as an
incentive for increased efforts during the Optionee’s term of office with the
Company or one of its Subsidiaries or Affiliates, and has advised the Company
thereof and instructed the undersigned officers to issue said Option.


 


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


 


ARTICLE
I




DEFINITIONS


 


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


 


Section 1.1.  
- Affiliate


 


“Affiliate” shall mean, with respect to the Company,
any entity directly or indirectly controlling, controlled by, or under common
control with, the Company or any other entity designated by the Board of
Directors in which the Company or an Affiliate has an interest.


 


Section 1.2.  
- Cause


 


“Cause” shall mean (i) the Optionee’s willful
and continued failure to perform duties, which are within the control of the
Optionee and consistent with such Optionee’s title and position, that is not
cured within 15 days following written notice of such failure, (ii) the
Optionee’s conviction of or plea of guilty or no contest to a (x) felony
or (y) crime involving


 

















 


moral turpitude, (iii) the
Optionee’s willful malfeasance or misconduct which is injurious to the Company
or its Subsidiaries, other than in a manner that is insignificant or
inconsequential, (iv) a breach by the Optionee of the material terms of
any non-compete, non-solicitation or confidentiality covenants or agreements by
which the Optionee may be bound, following notice of such breach (which notice
may be oral or written) or (v) any violation by the Optionee of any
material written Company policy after written notice of such breach, if such
violation is shown by the Company to be reasonably expected to result in material
injury to the business, reputation or financial condition of the Company.


 


Section 1.3.  
- Change of Control


 


“Change of Control” shall mean the earliest to occur
of:


 


(i)                                     any Person
(other than the Company or any employee benefit plans sponsored by the Company)
is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company’s
outstanding Voting Securities (which term shall mean securities which under
ordinary circumstances are entitled to vote for the election of directors of
the Board) other than through the purchase of Voting Securities directly from
the Company through a private placement;


 


(ii)                                  individuals who
constitute the Board (the “Board”) on the date hereof (the “Incumbent Board”)
cease for any reason to constitute at least a majority thereof, provided that
any person becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company’s shareholders, was approved by a vote
of at least a majority of the directors comprising the Incumbent Board shall
from and after such election be deemed to be a member of the Incumbent Board;


 


(iii)                               a merger or
consolidation involving the Company or its stock or an acquisition by the
Company, directly or indirectly or through one or more subsidiaries, of another
entity or its stock or assets in exchange for the stock of the Company is
consummated, unless, immediately following such transaction, 50.1% or more of
the then outstanding Voting Securities of the surviving or resulting
corporation or entity will be (or is) then beneficially owned, directly or
indirectly, by the individuals and entities who were the beneficial owners of the
Company’s outstanding Voting Securities immediately prior to such transaction
(treating, for purposes of determining whether the 50.1% continuity test is
met, any ownership of the Voting Securities of the surviving or resulting
corporation or entity that results from a stockholder’s ownership of the stock
of, or other ownership interest in, the corporation or other entity with which
the Company is merged or consolidated as not owned by persons who were
beneficial owners of the Company’s outstanding Voting Securities immediately
prior to the transaction); or


 


(iv)                              all or
substantially all of the assets of the Company are sold or transferred to a
Person as to which (A) the Incumbent Board does not have authority
(whether by law or contract) to directly control the use or further disposition
of such assets and (B) the financial results of the Company and such
Person are not consolidated for financial reporting purposes.


 


2

















 


Notwithstanding the foregoing, a Change in Control
shall not be deemed to occur unless such transaction or occurrence constitutes
a change in ownership or effective control within the meaning of Section 409A(a)(2)(A)(v) of
the Code.


 


Section 1.4.  
- Disability


 


“Disability” shall mean a determination, made at the
request of the Optionee or upon the reasonable request of the Company set forth
in a notice to the Optionee, by a physician selected by the Company and the
Optionee, that the Optionee is unable to perform his duties as an employee of
the Company or its subsidiaries and in all reasonable medical likelihood such
inability will continue for a period in excess of 180 consecutive days.


 


Section 1.5.  
- Good Reason


 


“Good Reason” shall mean without the Optionee’s
consent, (i) a reduction in the Optionee’s base salary or annual bonus
opportunity (other than a reduction in base salary that is offset by an
increase in bonus opportunity upon the attainment of reasonable financial
targets, which reduction may not exceed 10% of the Optionee’s base salary in
any 12 month period), (ii) a substantial reduction in the Optionee’s
duties and responsibilities, which continues beyond 15 days after written
notice by the Optionee to the Company of such reduction, (iii) the
elimination or reduction of the Optionee’s eligibility to participate in the
Company’s benefit programs that is inconsistent with the eligibility of
similarly situated employees of the Company to participate therein, (iv) a
transfer of the Optionee’s primary workplace by more than 35 miles from the
current workplace, (v) any serious chronic mental or physical illness of
an immediate family member that requires the Optionee to terminate his or her
employment with the Company because of a substantial interference with his or
her duties at the Company or (vi) any failure by the Company to pay when
due any payment owed to the Optionee within 15 days after the date such payment
becomes due.


 


Section 1.6.  
- Grant Date


 


“Grant Date” shall mean December 11, 2009, the
date on which the Option provided for in this Agreement is granted.


 


Section 1.7.  
- Group


 


“Group” shall mean two or more Persons acting
together as a partnership, limited partnership, syndicate or other group for
the purpose of acquiring, holding or disposing of securities of the Company.


 


Section 1.8.  
- Option


 


“Option” shall mean the Option (which shall, in part
and to the extent permitted by applicable law and as set forth on the signature
page hereto, be an “incentive stock option”, within the meaning of Section 422
of the Code) to purchase Common Stock granted under this Agreement. To the
extent that, for any reason, an Option intended to be an incentive stock option
does not qualify as an incentive stock option, it shall be deemed an option
that is not an incentive stock option.


 


3

















 


Section 1.9.  
- Person


 


“Person” shall mean “person”, as such term is used
for purposes of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (or any successor section thereto).


 


Section 1.10.  
- Plan


 


“Plan” shall mean the 2008 Amended and Restated
Stock Purchase and Option Plan for Rockwood Holdings, Inc. and
Subsidiaries, as it may be amended from time to time.


 


Section 1.11.  
- Retirement


 


“Retirement” shall mean retirement at age 62 or over
(or such other age as may be approved by the Board) after having been employed
by the Company or a Subsidiary for at least ten full years.


 


Section 1.12.  
- Secretary


 


“Secretary” shall mean the Secretary of the Company.


 


ARTICLE
II



GRANT OF OPTIONS


 


Section 2.1.  
- Grant of Option


 


For good and valuable consideration, on and as of
the Grant Date, the Company irrevocably grants to the Optionee an Option to
purchase any part or all of an aggregate of the number of shares set forth on
the signature page hereof of its Common Stock upon the terms and
conditions set forth in this Agreement.


 


Section 2.2.  
- Exercise Price


 


Subject to Section 2.4, the exercise price of
the shares of Common Stock covered by the Option shall be $[          ]
per share without commission or other charge (which is the fair market value
per share of the Common Stock on the Grant Date).


 


Section 2.3.  
- No Guarantee of Employment


 


Nothing in this Agreement or in the Plan shall
confer upon the Optionee any right to continue in the employ of the Company or
any of its Subsidiaries or Affiliates or shall interfere with or restrict in
any way the rights of the Company and its Subsidiaries or Affiliates, which are
hereby expressly reserved, to terminate the employment of the Optionee at any
time for any reason whatsoever, with or without cause.


 


4

















 


Section 2.4.  
- Adjustments in Option Pursuant to Merger, Consolidation, etc.


 


(a)                                  Subject to
Sections 8 and 9 of the Plan, in the event that the outstanding shares of the
stock subject to the Option are, from time to time, changed into or exchanged
for a different number or kind of shares of the Company or other securities of
the Company by reason of a merger, consolidation, recapitalization,
reclassification, stock split, stock dividend, combination of shares, or other
corporate event, the Committee shall make, as appropriate and equitable, an
adjustment in the number and kind of shares and/or the amount of consideration
as to which or for which, as the case may be, such Option, or portions thereof
then unexercised, shall be exercisable and/or, other than in an event that is a
Change of Control, shall pay to the Optionee a dividend in respect of the
shares of Common Stock subject to the Option, in any event in order to allow
the Optionee to participate in such corporate event in an equitable manner. Any
such adjustment made by the Committee shall be final and binding upon the
Optionee, the Company and all other interested persons.


 


(b)                                 Subject to
Sections 8 and 9 of the Plan, in the event of a Change of Control in which all
of the then outstanding Common Stock will be cancelled and converted into the
right to receive a cash payment per share of Common Stock (such cash payment,
the “Change of Control Consideration”), the Committee may, in its discretion,
either: (i) cause the Option (to the extent then outstanding and not
previously exercised) to, effective as of the effective date of such a Change
of Control, be converted into a right to receive a cash payment (payable as
soon as practicable after the Change of Control) equal to the product of (x) the
excess, if any, of (A) the Change of Control Consideration, over (B) the
exercise price per share of Common Stock subject to such Option, multiplied by (y) the
total number of shares of Common Stock subject to such Option; or (ii) cause
the Option (to the extent then outstanding and not previously exercised) to,
effective as of the effective date of such a Change of Control, be substituted
for new options to purchase shares of common stock of an acquiring or surviving
entity (or any other entity that may provide for such a substitute award under Section 424
of the Code) (or, to the extent permitted under Section 409A of the Code,
be substituted for stock appreciation rights settled in cash or other equity or
equity-based awards) that will substantially preserve the otherwise applicable
terms of the Option, as determined by the Committee in its sole discretion. In
the event that the exercise price of any Option is equal to or greater than the
Change of Control Consideration, such Option shall be automatically cancelled
and have no further force or effect without payment of any consideration in
respect thereof.


 


(c)                                  In the event of
a Change of Control in which Section 2.4(b) hereof does not apply,
the Committee shall take any such other actions as may be in accordance with
Sections 8 and 9 of the Plan and Section 2.4(a) of this Agreement in
connection with the Option, or portions thereof unexercised.


 


(d)                                 All actions
taken by the Committee under this Section 2.4 shall be final and binding
upon the Optionee, the Company and all other interested persons.


 


5

















 


ARTICLE
III



PERIOD OF EXERCISABILITY


 


Section 3.1.  
- Commencement of Exercisability


 


(a)                                  So long as the
Optionee continues to be employed by the Company or its Subsidiaries through
the applicable vesting date, the Option shall become exercisable pursuant to
the following schedule:


 


	
  Date Option Becomes Exercisable

  	
   

  	
  Percentage of Shares

  As to Which the Option Granted Is Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31,
  2010

  	
   

  	
  33 1/3%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31,
  2011

  	
   

  	
  66 2/3%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31,
  2012

  	
   

  	
  100%

  	
   

  



 


(b)                                 Notwithstanding
the foregoing, the Option shall become immediately exercisable as to 100% of
the shares of Common Stock subject to such Option as follows (but only to the
extent such Option has not otherwise terminated or become exercisable) in the
event that the Optionee’s employment is terminated by the Company and its
Subsidiaries without Cause or the Optionee resigns with Good Reason within the
two-year period that commences on the effective date of a Change of Control.


 


(c)                                  Notwithstanding
the foregoing, the Option shall become immediately exercisable as to 100% of
the shares of Common Stock subject to such Option as follows (but only to the
extent such Option has not otherwise terminated or become exercisable) in the
event that the Optionee’s employment is terminated by reason of the Optionee’s
Retirement.


 


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


 


Section 3.2.  
- Expiration of Option


 


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


 


(a)                                  The seventh
anniversary of the Grant Date, so long as the Optionee remains employed through
such anniversary; or


 


(b)                                 The seventh
anniversary of the Grant Date, if the Optionee’s employment is terminated by
reason of Retirement; or


 


(c)                                  The first
anniversary of the date of the Optionee’s termination of employment due to the
Optionee’s death or Disability; or


 


6

















 


(d)                                 Ninety (90)
days after the Optionee’s termination of employment by the Company for any
reason, or by the Optionee for any reason, in either case except as set forth
in Section 3.2(c) above; or


 


(e)                                  Immediately
upon termination, if the Optionee’s employment is terminated by the Company for
Cause; or


 


(f)                                    If the
Committee so determines pursuant to Section 2.4(b)(i), the effective date
of a Change of Control; or


 


(g)                                 If the
Committee so determines pursuant to Section 9 of the Plan, the effective
date of either the merger or consolidation of the Company into another Person,
or the exchange or acquisition by another Person of all or substantially all of
the Company’s assets or 80% or more of its then outstanding voting stock, or
the recapitalization, reclassification, liquidation or dissolution of the
Company. At least ten (10) days prior to the effective date of such
merger, consolidation, exchange, acquisition, recapitalization,
reclassification, liquidation or dissolution, the Committee shall give the
Optionee notice of such event if the Option has then neither been fully
exercised nor become unexercisable under this Section 3.2.


 


ARTICLE
IV



EXERCISE OF OPTION


 


Section 4.1.  
- Person Eligible to Exercise


 


During the lifetime of the Optionee, only the
Optionee may exercise an Option or any portion thereof. After the death of the
Optionee, any exercisable portion of an Option may, prior to the time when an
Option becomes unexercisable under Section 3.2, be exercised by the
Optionee’s personal representative or by any person empowered to do so under
the Optionee’s will or under the then applicable laws of descent and
distribution.


 


Section 4.2.  
- Partial Exercise


 


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


 


Section 4.3.  
- Manner of Exercise


 


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


 


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


 


7

















 


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


 


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


 


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


 


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


 


In addition to the foregoing, the Optionee may, in
the Committee’s good faith discretion, make payment of the exercise price (as
required in Section 4.3(b) above) in shares of Common Stock that the
Optionee has held for at least six months or otherwise pursuant to an irrevocable
broker loan program established by the Committee; and may also pay any taxes
required to be withheld and paid upon any exercise (as required in Section 4.3(d) above)
pursuant to an irrevocable broker loan program established by the Committee.


 


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


 


Section 4.4.  
- Conditions to Issuance of Stock Certificates


 


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


 


8

















 


purchased upon the exercise
of an Option or portion thereof prior to fulfillment of all of the following
conditions:


 


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


 


(b)                                 The lapse of
such reasonable period of time following the exercise of the Option as the
Committee may from time to time establish for reasons of administrative
convenience.


 


Section 4.5.  
- Rights as Stockholder


 


The holder of an Option shall not be, nor have any
of the rights or privileges of, a stockholder of the Company in respect of any
shares purchasable upon the exercise of the Option or any portion thereof
unless and until certificates representing such shares shall have been issued
by the Company to such holder.


 


ARTICLE
V



MISCELLANEOUS


 


Section 5.1.  
- Administration


 


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


 


Section 5.2.  
- Option Not Transferable


 


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


 


9

















 


Section 5.3.  
- Shares to Be Reserved


 


The Company shall at all times during the term of
the Option reserve and keep available such number of shares of stock as will be
sufficient to satisfy the requirements of this Agreement.


 


Section 5.4.  
- Notices


 


Any notice to be given under the terms of this
Agreement to the Company shall be addressed to the Company in care of its
Secretary, and any notice to be given to the Optionee shall be addressed to him
at the address given beneath his signature hereto. By a notice given pursuant
to this Section 5.4, either party may hereafter designate a different
address for notices to be given to him. Any notice, which is required to be
given to the Optionee, shall, if the Optionee is then deceased, be given to the
Optionee’s personal representative if such representative has previously
informed the Company of his status and address by written notice under this Section 5.4.
Any notice shall have been deemed duly given when enclosed in a properly sealed
envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in
a post office or branch post office regularly maintained by the United States
Postal Service.


 


Section 5.5.  
- Titles


 


Titles are provided herein for convenience only and
are not to serve as a basis for interpretation or construction of this
Agreement.


 


Section 5.6.  
- Applicability of Plan


 


The Option and the shares of Common Stock issued to
the Optionee upon exercise of the Option shall be subject to all of the terms
and provisions of the Plan, to the extent applicable to the Option and such
shares. In the event of any conflict between this Agreement and the Plan, the
terms of the Plan shall control.


 


Section 5.7.  
- Amendment


 


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


 


Section 5.8.  
- Governing Law


 


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


 


Section 5.9.  
- Arbitration


 


In the event of any controversy among the parties
hereto arising out of, or relating to, this Agreement which cannot be settled
amicably by the parties, such controversy shall be finally, exclusively and
conclusively settled by mandatory arbitration conducted in New York
expeditiously in accordance with the American Arbitration Association rules, by
a single independent arbitrator. If the parties are unable to agree on the
selection of an arbitrator, then any party may petition the American
Arbitration Association for the appointment of the arbitrator, 


 


10

















 


which appointment shall be
made within ten days of the petition therefor. Either the Company or the
Optionee may institute such arbitration proceeding by giving written notice to
the other party. The arbitrator shall hold a hearing within 30 days of his or
her appointment. In preparation for their presentation at such hearing, each
party may depose a maximum of four people. Each such deposition shall last no
more than six hours. Each side may file with the arbitrator one brief, not in
excess of 30 pages, excluding exhibits. Each side shall have no more than eight
hours to present its position to the arbitrator. The hearing shall be no more
than three days in length. The decision of the arbitrator shall be final and
binding upon all parties hereto and shall be rendered pursuant to a written
decision, which contains a detailed recital of the arbitrator’s reasoning.
Judgment upon the award rendered may be entered in any court having
jurisdiction thereof.


 


Section 5.10.  
- Signature in Counterparts


 


This Agreement may be signed in counterparts, each
of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.


 


[Signatures on next page.]


 


11

















 


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


 


 


	
   

  	
  ROCKWOOD
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address

  
	
   

  	
   

  
	
   

  	
  Optionee’s Taxpayer Identification Number:

  
	
   

  	
   

  



 


Aggregate number of shares


of Common Stock for which


the Option granted


hereunder is exercisable


(100% of total number of
shares):


 


              ;
of which


 


              
shall be incentive stock options and


 


                shall be non-qualified stock options.


 


12