ex10-1.htm


    
      
        

      

    

    Exhibit
10.1

     

    
      	
              UNITED
      COMMUNITY BANKS, INC.

            
	
              AMENDED
      AND RESTATED

            
	
              2000
      KEY EMPLOYEE STOCK OPTION PLAN

            
	 
      
	
              STOCK
      OPTION AGREEMENT

            
	
              (Nonqualified
      Stock Option – Executive Officer)

            


    

     

    
      	
              Optionee:

            	 
      	 
      
	 
      	 
      	 
      
	
              Number
      of Shares:

            	 
      	
              ____________________________
      Shares

            
	 
      	 
      	 
      
	
              Option
      Exercise Price:

            	 
      	
              $
      __________ per Share

            
	 
      	 
      	 
      
	
              Date
      of Grant:

            	 
      	 
      
	 
      	 
      	 
      
	
              Vesting
      Schedule:

            	 
      	
              Per
      attached Optionee Statement

            
	 
      	 
      	
              referred
      to herein as “Exhibit
      B”

            
	 
      	 
      	 
      
	
              Territory:

            	
              Any
      county and any contiguous county

            
	 
      	
              and
      any metropolitan statistical area in

            
	 
      	
              which
      any of the Company’s subsidiary

            
	 
      	
              banks
      has an office as of the date
hereof.

            


    

     

              THIS OPTION AGREEMENT (the
“Agreement”)
is entered into as of the ____ day of ______________, _______, by and between
UNITED COMMUNITY BANKS,
INC., a Georgia corporation (the “Company”),
and the individual designated above (the “Optionee”).

     

              WHEREAS, the United Community
Banks, Inc. Amended and Restated 2000 Key Employee Stock Option Plan (the “Plan”) was
adopted by the Company, effective March 15, 2007;

     

              WHEREAS, the Optionee performs
valuable services for the Company, a Subsidiary or one of their affiliates;
and

     

              WHEREAS, the Board of
Directors of the Company or the committee responsible for the administration of
the Plan has determined to grant the Option to the Optionee as provided
herein;

     

              NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

     

    1.       Grant of the
Option.

     

              1.1          Option. An option to
purchase shares of the Company’s Common Stock, par value $1.00 per share (the
“Shares”),
is hereby granted to the Optionee (the “Option”).

     

              1.2          Number of Shares. The
number of Shares that the Optionee can purchase upon exercise of the Option is
set forth above.

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

              1.3          Option Exercise
Price. The price the Optionee must pay to exercise the Option (the “Option Exercise
Price”) is set forth above.

     

              1.4          Date of Grant. The
date that the Option is granted (the “Date of
Grant”) is set forth above.

     

              1.5          Type of Option. The
Option is intended to be a Nonqualified Stock Option. It is not intended to
qualify as an Incentive Stock Option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended from time to time, or any successor
provision thereto.

     

              1.6          Construction. This
Agreement shall be construed in accordance and consistent with, and subject to,
the provisions of the Plan (the provisions of which are incorporated herein by
reference) and, except as otherwise expressly set forth herein, the capitalized
terms used in this Agreement shall have the same definitions as set forth in the
Plan.

     

              1.7          Execution of
Agreement. The Option is evidenced by this Agreement. If the Optionee
does not execute this Agreement within thirty (30) days of receiving the
Agreement, the Committee may in its discretion cancel the Option and this
Agreement.

     

    2.       Duration.

     

              The
Option shall be exercisable to the extent and in the manner provided herein for
a period of ten (10) years from the Date of Grant (the “Exercise
Term”); provided, however, that the Exercise Term may end earlier as
provided in Sections 5 and 13 hereof.

     

    3.       Vesting.

     

              The
Option shall vest and become exercisable in accordance with the vesting schedule
specified in Exhibit
B. The Optionee may exercise the Option to the extent it is vested during
the Exercise Term, subject to any limitations on exercise contained in Section 7
hereof.

     

    4.       Manner of Exercise and
Payment.

     

              4.1          Delivery. To exercise
the Option, the Optionee must deliver a completed copy of the Option Exercise
Form, attached hereto as Exhibit A and incorporated herein by reference, to the
address indicated on such Form or such other address designated by the Company
from time to time. The Committee may establish a minimum number of Shares (e.g.,
100) for which the Option may be exercised at a particular time.
Contemporaneously with the delivery of the Option Exercise Form, the Optionee
shall tender to the Company the aggregate Option Exercise Price for the Shares
as to which the Optionee is exercising the Option by (i) cash, check, or wire
transfer, (ii) delivering or properly attesting to ownership of Shares with a
Fair Market Value at the date of exercise equal to the aggregate Option Exercise
Price for the Shares as to which the Optionee is exercising the Option, (iii) a
broker-assisted cashless exercise transaction through a brokerage firm
designated by the Optionee, or (iv) or by such other method of payment as may be
acceptable to the Committee pursuant to the Plan. The Company shall deliver to
the Optionee certificates evidencing the Shares, as to which the Option was
exercised within thirty (30) days of the date on which the Optionee delivers the
Option Exercise Form and makes payment of the aggregate Option Exercise Price to
the Company or shall make such Shares available for electronic delivery in the
U.S. to an account the Optionee designates in writing within three (3) business
days after the date on which the Optionee delivers the Option Exercise Form and
makes payment of the aggregate Option Exercise Price to the Company, and in
either case such Shares shall be free and clear of all liens, security
interests, pledges or other claims or charges, except those provided in this
Agreement or the Plan, or any other agreement affecting the Shares.
Notwithstanding the foregoing, if the Optionee is a non-exempt employee for
purposes of the Fair Labor Standards Act of 1938, the Optionee may not exercise
any Option prior to the date that is six (6) months after the Date of Grant
unless the Optionee’s employment has terminated due to death, Disability, or
Retirement after the Date of Grant.

      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

              4.2          No Rights as
Shareholder. The Optionee shall not be deemed to be the holder of, or to
have any of the rights of a holder with respect to any Shares subject to the
Option until (i) the Option shall have been exercised pursuant to the terms of
this Agreement and the Optionee shall have paid the full purchase price for the
number of Shares in respect of which the Option was exercised, (ii) the Company
shall have issued and delivered the Shares to the Optionee, and (iii) the
Optionee’s name shall have been entered as a shareholder of record on the books
of the Company, whereupon the Optionee shall have full voting and other
ownership rights with respect to such Shares, subject to divestment pursuant to
Section 13.

     

    5.       Termination of
Employment.

     

              5.1          Termination of Employment
for Cause. If the Optionee’s employment is terminated by the Company for
Cause, the outstanding Option shall expire immediately, and the Optionee’s right
to exercise the outstanding Option (whether or not vested) shall terminate
immediately upon the date of the Optionee’s termination of
employment.

     

              5.2          Termination of Employment
Without Cause or For Good Reason.

     

                             (1)          If
the Optionee’s employment with the Company and any Subsidiary is terminated
involuntarily by the Company without Cause or is terminated by the Optionee for
Good Reason (as defined in subsection (2) below), the Option shall continue to
vest in accordance with the original vesting schedule set forth in this
Agreement (just as if the Optionee had remained employed) and shall remain
exercisable at any time prior to the expiration of the term of the Option. In
the event of the Optionee’s death after a termination covered by this subsection
5.2, the Option shall continue to vest and be exercisable in accordance with
this subsection 5.2 as if the Optionee had lived and the Option shall be
exercisable by the persons described in Section 5.4.

      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

                          (2)          For
purposes of this Option, the Optionee shall be entitled to terminate his
employment with the Company for Good Reason in the event, without the Optionee’s
express written consent, of any one of the following acts by the Company, or
failures by the Company to act, unless, in the case of any act or failure to act
described in paragraphs (i), (iii), or (iv) below, such act or failure to act is
corrected prior to the Optionee’s date of termination:

    
      	 
      	 
      
	 
      	
                          (i)          a
      material reduction in the Optionee’s responsibilities at the Company;
      or

            
	 
      	 
      
	 
      	
                          (ii)         the
      required relocation of the Optionee’s employment to a location outside of
      the market area of the Company; or

            
	 
      	 
      
	 
      	
                          (iii)        a
      material reduction in the levels of coverage of the Optionee under the
      Company’s director and officer liability insurance policy or
      indemnification commitments; or

            
	 
      	 
      
	 
      	
                          (iv)        a
      substantial reduction in the Optionee’s base salary, a material reduction
      in his incentive compensation or the taking of any action by the Company
      which would, directly or indirectly, materially reduce any of the benefits
      provided to the Optionee under any of the Company’s pension, 401(k),
      deferred compensation, life insurance, medical, accident or disability
      plans in which the Optionee is
participating.

            


    

     

                           The
Optionee’s right to terminate employment for Good Reason shall not be affected
by the Optionee’s incapacity due to physical or mental illness, except for a
Disability as defined in the Plan. The Optionee’s continued employment shall not
constitute consent to, or a waiver of rights with respect to, any act or failure
to act constituting Good Reason hereunder.

     

              5.3         Termination of Employment
Following a Change in Control When Eligible for Retirement. If the
Optionee’s employment with the Company is terminated following a Change in
Control and the Optionee is eligible for Retirement as of the date of such
termination, the outstanding unvested portion of the Option shall immediately
vest and the Option shall remain exercisable at any time prior to the expiration
of the term of the Option.

     

              5.4         Termination of Employment
Due to Death. If the Optionee dies while actively employed by the
Company, the outstanding unvested portion of the Option shall immediately vest,
and thereafter the Option shall remain exercisable at any time prior to its
expiration date or for one (1) year after the date of death, whichever period is
shorter, (i) by such person(s) who have acquired the Optionee’s rights by will
or the laws of descent and distribution, or (ii) if no such person in (i)
exists, by the executor or representative of the Optionee’s estate.

     

              5.5         Termination of Employment by
Disability. In the event the employment of the Optionee is terminated by
reason of Disability, the outstanding unvested portion of the Option shall
expire as of the date the Committee determines the definition of Disability to
have been satisfied by the Optionee, and the outstanding vested portion of the
Option as of that date shall remain exercisable at any time prior to its
expiration date or for one (1) year after the Committee’s determination of
Disability, whichever period is shorter.

      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

              5.6          Voluntary Termination of
Employment or Retirement. If the Optionee voluntarily terminates his or
her employment with the Company (except for Good Reason), including upon
Retirement that does not follow a Change in Control, the outstanding unvested
portion of the Option shall expire as of the date of termination of employment,
and the vested portion of the Option as of the date of termination of employment
shall remain exercisable (i) if the Optionee is not eligible for Retirement as
of the date of such termination, at any time prior to its expiration date or for
three (3) months after the date of termination of employment, whichever period
is shorter, or (ii) if the Optionee is eligible for Retirement as of the date of
such termination, at any time prior to its expiration date.

     

              5.7          Employment by
Subsidiary. For purposes of this Section and Sections 8 and 13,
employment with the Company includes employment with any Subsidiary or service
as a member of the Board of Directors of the Company or a Subsidiary. A change
of employment between the Company and any Subsidiary or between Subsidiaries or
a change in the nature of the Optionee’s service relationship with the Company
and the Subsidiaries (e.g., from employee to Director) without any interruption
in the Optionee’s provision of services is not a termination of employment under
this Agreement.

     

    6.       Nontransferability.

     

              The
Option shall not be transferable other than by will or by the laws of descent
and distribution and during the lifetime of the Optionee. The Option shall be
exercisable only by the Optionee except as provided in Section 5.4.
Notwithstanding the foregoing, any portion or all of the Option which is vested
may be transferred, in whole or in part, without consideration, to a Permitted
Transferee. Appropriate evidence of any such transfer to the Permitted
Transferees shall be delivered to the Company on such forms as the Committee or
Company shall prescribe and shall comply with and indicate the Optionee’s (if
during the lifetime of the Optionee) and the Permitted Transferee’s agreement to
abide by the Company’s then current stock option transfer guidelines. If all or
part of the Option is transferred to a Permitted Transferee, the Permitted
Transferee shall remain subject to all terms and conditions applicable to such
Option prior to the transfer.

     

    7.       Securities Laws
Restrictions.

     

              The
Option may not be exercised at any time unless, in the opinion of counsel for
the Company, the issuance and sale of the Shares issued upon such exercise is
exempt from registration under the Securities Act of 1933, as amended, or any
other applicable federal or state securities law, rule or regulation, or the
Shares have been duly registered under such laws. The Company intends to
register the Shares issuable upon the exercise of the Option; however, until the
Shares have been registered under all applicable laws, the Optionee shall
represent, warrant and agree, as a condition to the exercise of any Option, that
the Shares are being purchased for investment only and without a view to any
sale or distribution of such Shares and that such Shares shall not be
transferred or disposed of in any manner without registration under such laws,
unless it is the opinion of counsel for the Company that such a disposition is
exempt from such registration. The Optionee acknowledges that an appropriate
legend giving notice of the foregoing restrictions may appear conspicuously on
all certificates evidencing the Shares issued upon the exercise of the
Option.

      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    8.        No Right to Continued
Employment.

     

              Nothing
in this Agreement or the Plan shall be interpreted or construed to confer upon
the Optionee any right with respect to continuance of employment by the Company
or any Subsidiary, nor shall this Agreement or the Plan interfere in any way
with the right of the Company or a Subsidiary to terminate the Optionee’s
employment at any time.

     

    9.        Adjustments.

     

              In
the event of a change in capitalization, the Committee shall make appropriate
adjustments in accordance with the provisions of Section 4.3 of the Plan. The
adjustment shall be effective and final, binding and conclusive for all purposes
of the Plan and this Agreement.

     

    10.      Withholding of
Taxes.

     

              Prior
to the issuance of Shares to the Optionee upon exercise of the Option, the
Optionee shall pay the federal, state, and local income taxes and other amounts
as may be required by law to be withheld (the “Withholding
Taxes”) (if any) to the Company in cash or by check or wire transfer. In
satisfaction of the Withholding Taxes, the Optionee may make a written election
(the “Tax
Election”) to satisfy such withholding obligation by a broker-assisted
cashless exercise transaction through a brokerage firm designated by the
Optionee, by delivering Shares (that have been owned by the Optionee for at
least six (6) months or such other period as may be required by the Committee)
or by having the Company retain from the Shares to be delivered a number of
Shares having an aggregate Fair Market Value equal to the Withholding Taxes,
provided that, if the Optionee may be subject to liability under Section 16(b)
of the Exchange Act, the election must comply with the requirements applicable
to Share transactions by the Optionee. The Company shall have the right to
deduct from any amounts payable to the Optionee for salary, bonuses or otherwise
an amount equal to Withholding Taxes with respect to the Option.

     

    11.      Optionee Bound by the
Plan.

     

              The
Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be
bound by all the terms and provisions thereof.

     

    12.      Modification of
Agreement.

     

              Except
as expressly otherwise provided herein, this Agreement may not be modified,
amended, suspended or terminated, and any terms or conditions may not be waived,
except by a written instrument executed by the parties hereto.

      
        
           


        

        
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    13.     Cancellation and Rescission
of Awards; Return of Profits.

     

              13.1     If,
during his employment with the Company or at any time during the one (1) year
period after the Date of Termination, the Optionee violates the restrictive
covenants set forth in Section 13.2 below, then the Committee shall,
notwithstanding any other provision in this Agreement to the contrary, (i)
cancel any outstanding portion of the Option (whether or not vested), and (ii)
repurchase any Shares issued to the Optionee pursuant to exercise of the Option
during the period six (6) months prior to and one (1) year after the Date of
Termination at a per Share repurchase price equal to the Option Exercise Price,
and require the Optionee to pay to the Company any gain realized by Optionee
from the sale of Shares issued to the Optionee pursuant to exercise of the
Option during such period.

     

              13.2     The
Optionee will not directly or indirectly, individually, or on behalf of any
Person other than the Company or a Subsidiary:

     

                          (i)          solicit
any Customers for the purpose of providing services identical to or reasonably
substitutable for the Company’s Business;

     

                          (ii)         solicit
or induce, or in any manner attempt to solicit or induce, any Person employed by
the Company to leave such employment, whether or not such employment is pursuant
to a written contract with the Company or any Subsidiary or is at
will;

     

                          (iii)        engage
in any Restricted Activities within the Territory or from a business location
servicing any part of the Territory;

     

                          (iv)        manage
any personnel engaging in any Restricted Activities within the Territory;
or

     

                          (v)         knowingly
or intentionally damage or destroy the goodwill and esteem of the Company, any
Subsidiary, the Company’s Business or the Company’s or any Subsidiary’s
suppliers, employees, patrons, customers , and others who may at any time have
or have had relations with the Company or any Subsidiary.

     

    The
Optionee further agrees that he or she will not, except as necessary to carry
out his duties as an employee of the Company, disclose or use Confidential
Information. The Optionee further agrees that, upon termination or expiration of
employment with the Company for any reason whatsoever or at any time, the
Optionee will upon request by the Company deliver promptly to the Company all
materials (including electronically-stored materials), documents, plans,
records, notes, or other papers, and any copies in the Optionee’s possession or
control, relating in any way to the Company’s Business, which at all times shall
be the property of the Company.

     

              13.3     For
purposes of this Section 13, the following terms shall have the meanings
specified below:

     

                           (i)          ”Company’s
Business” means the business of operating a commercial or retail bank,
savings association, mutual thrift, credit union, trust company, securities
brokerage or insurance agency.

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

                           (ii)         ”Confidential
Information”
means information, without regard to form, relating to the Company’s or any
Subsidiary’s customers, operation, finances, and business that derives economic
value, actual or potential, from not being generally known to other Persons,
including, but not limited to, technical or non-technical data (including
personnel data), formulas, patterns, compilations (including compilations of
customer information), programs, devices, methods, techniques, processes,
financial data or lists of actual or potential customers (including identifying
information about customers), whether or not in writing. Confidential
Information includes information disclosed to the Company or any Subsidiary by
third parties that the Company or any Subsidiary is obligated to maintain as
confidential. Confidential Information subject to this Agreement may include
information that is not a trade secret under applicable law, but information not
constituting a trade secret only shall be treated as Confidential Information
under this Agreement for a two (2) year period after the Date of
Termination.

     

                           (iii)        ”Customers” means all Persons that (1)
the Optionee serviced or solicited on behalf of the Company or any Subsidiary,
(2) whose dealings with the Company or any Subsidiary were coordinated or
supervised, in whole or in part, by the Optionee, or (3) about whom the Optionee
obtained Confidential Information, in each case during the term of this
Agreement or while otherwise employed by the Company.

     

                           (iv)        ”Date of
Termination”
means the date upon which the Optionee’s employment with the Company ceases for
any reason.

     

                           (v)        ”Person” means any individual,
corporation, bank, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or other entity.

     

                           (vi)        ”Restricted
Activities” means serving as a director, officer, executive, manager,
employee or business consultant for a commercial or retail bank, savings
association, mutual thrift, credit union, trust company, securities brokerage or
insurance agency.

     

    14.      Severability.

     

              Should
any provision of this Agreement be held by a court of competent jurisdiction to
be unenforceable or invalid for any reason, the remaining provisions of this
Agreement shall not be affected by such holding and shall continue in full force
in accordance with their terms.

     

    15.      Governing
Law.

     

              The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the United States and the laws of the State of
Georgia without giving effect to the conflicts of laws principles
thereof.

     

    16.      Successors in
Interest.

     

              This
Agreement shall be binding upon, and inure to the benefit of, the Company and
its successors and assigns, and upon any person acquiring, whether by merger,
consolidation, reorganization, purchase of stock or assets, or otherwise, all or
substantially all of the Company’s assets and business. This Agreement shall
inure to the benefit of the Optionee’s heirs and legal representatives. All
obligations imposed upon the Optionee and all rights granted to the Company
under this Agreement shall be final, binding and conclusive upon the Optionee’s
heirs, executors, administrators and successors.

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    17.      Entire
Agreement.

     

              This
Agreement and the Plan contain the entire agreement and understanding of the
parties hereto with respect to the subject matter contained herein and supersede
all prior communications, representations and negotiations in respect
thereto.

     

    18.      Resolution of
Disputes.

     

              18.1          Any
dispute or disagreement which may arise under, or as a result of, or in any way
relate to, the interpretation, construction or application of this Agreement and
the Plan shall be determined by the Committee. Any determination made by the
Committee shall be final, binding and conclusive on the Optionee and the Company
and their successors, assigns, heirs, executors, administrators and legal
representatives for all purposes.

     

              18.2          To
the extent permitted by applicable law, any dispute, disagreement or claim which
may arise under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement or the Plan, any breach hereof or
thereof, or relating to the enforcement or arbitrability of any provision hereof
or thereof, shall be settled by binding arbitration in Atlanta, Georgia by the
American Arbitration Association. Judgment on the arbitrator’s award shall be
final and may be entered in any court having jurisdiction thereof. Except as may
otherwise be determined by the arbitrator(s), each party shall be solely
responsible for any expenses (including attorneys’ fees and disbursements, court
costs and expert witness fees) incurred by it or on its behalf in investigating
and enforcing any rights under this Agreement, and each party shall bear
one-half of the fees and expenses of the arbitrator(s) in connection with any
arbitration or other proceeding.

     

              18.3          THIS AGREEMENT CONTAINS AN
ARBITRATION CLAUSE. BY SIGNING THIS AGREEMENT, THE PARTIES AGREE THAT EACH PARTY
TO THIS AGREEMENT IS GIVING UP THE RIGHT TO SUE THE OTHER PARTY IN COURT,
INCLUDING THE RIGHT TO A TRIAL BY JURY. ARBITRATION AWARDS ARE GENERALLY FINAL
AND BINDING; A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION
AWARD IS VERY LIMITED. THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS
STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN
COURT PROCEEDINGS. THE ARBITRATOR(S) DO NOT HAVE TO EXPLAIN THE REASON(S) FOR
THEIR AWARD. THE ARBITRATION RULES MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM
IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION COULD
HAVE OTHERWISE BEEN BROUGHT IN COURT.

     

    19.      Legal
Construction.

     

              The
legal construction and interpretation of this Agreement (including, but not
limited to, issues of gender, plural or singular, governing law and
severability) shall be governed by the provisions of Article 19 of the
Plan.

    
      
         


      

      
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              IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above
written.

    
      
        
          
            	 
      	 
      	 
      
	 
      	
                    UNITED
      COMMUNITY BANKS, INC.

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	
	 
      	 
      	 
      
	 
      	
                    Name:  

                  	
                    Jimmy
      C. Tallent

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	
                    President
      & Chief Executive
Officer

                  


          

        

      

    

     

              By
signing below, the Optionee hereby accepts the Option subject to all its terms
and provisions and agrees to be bound by the terms and provisions of this
Agreement and the Plan. The Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board of Directors
of the Company, or the Compensation Committee or other Committee responsible for
the administration of the Plan, upon any questions arising under the Plan. The
Optionee authorizes the Company to withhold, in accordance with applicable law,
from any compensation payable to him or her, any taxes required to be withheld
by federal, state, local or foreign law as a result of the grant, existence or
exercise of the Option, or subsequent sale of the Shares.

    
      
        
          	 
      	 
      	 
      
	 
      	
                  OPTIONEE

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	 
      
	 
      	
                  Name:  

                	 
      


        

      

    

     

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