Exhibit 10.5


 


RESTORATION HARDWARE, INC.

NOTICE OF GRANT OF STOCK OPTION


 


Notice
is hereby given of the following option grant (the “Option”) to purchase shares
of Common Stock of Restoration Hardware, Inc. (the “Corporation”):


 


	
  Optionee:

  	
   

  	
  Patricia McKay

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  October 6,
  2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Vesting Commencement Date:

  	
   

  	
  October 6,
  2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Exercise Price:

  	
   

  	
  $6.85

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Number of Option Shares:

  	
   

  	
  191,608

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
  October 6,
  2013

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Type of Option:

  	
   

  	
  Non Statutory
  Option

  	
   

  



 


Exercise
Schedule:  The Option
shall become exercisable for twenty-five percent (25%) of the Option Shares
upon Optionee’s completion of each of the four (4) years of Service
measured from and after the Vesting Commencement Date, with the first such
installment to become exercisable on the first anniversary of the Vesting
Commencement Date.  In no event shall
the Option become exercisable for any additional Option Shares after Optionee’s
cessation of Service.


 


Optionee
understands and agrees that the Option is granted subject to and in accordance
with the terms of the Restoration Hardware, Inc. 1998 Stock Incentive Plan
Amended and Restated on October 9, 2002 (the “Plan”).  Optionee further agrees to be bound by the
terms of the Plan and the terms of the Option as set forth in the Stock Option
Agreement attached hereto as Exhibit A.  A copy of the Plan is available upon request made to the
Secretary of the Corporation at the Corporation’s principal offices.


 


No
Employment or Service Contract.  Nothing in this notice or in the attached Stock Option Agreement
or in the Plan shall confer upon Optionee any right to continue in Service for
any period of specific duration or interfere with or otherwise restrict in any
way the rights of the Corporation (or any Parent or Subsidiary employing or
retaining Optionee) or of Optionee, which rights are hereby expressly reserved
by each, to terminate Optionee’s Service at any time for any reason, with or
without cause.


 

















 


Definitions.  All capitalized terms in this notice shall
have the meaning assigned to them in this notice or in the attached Stock
Option Agreement.


 


	
  DATED:

  	
  10/6

  	
  , 2003

  	
   

  
	
   

  	
   

  
	
   

  	
  RESTORATION HARDWARE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary
  Friedman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:  

  	
  President and
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Patricia
  McKay

  
	
   

  	
  Patricia McKay,
  Optionee

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
							



 


 


ATTACHMENTS


Exhibit A - Stock Option Agreement


 

















 


RESTORATION HARDWARE, INC.

STOCK OPTION AGREEMENT


 


RECITALS


 


A.           The Board has adopted
the Plan for the purpose of retaining the services of selected Employees,
non-employee members of the Board or of the board of directors of any Parent or
Subsidiary and consultants and other independent advisors who provide services
to the Corporation (or any Parent or Subsidiary).


 


B.             Optionee is to render
valuable services to the Corporation (or a Parent or Subsidiary), and this
Agreement is executed pursuant to, and is intended to carry out the purposes
of, the Plan in connection with the Corporation’s grant of an option to
Optionee.


 


C.             All capitalized terms
in this Agreement shall have the meaning assigned to them in the attached
Appendix.


 


NOW, THEREFORE, it
is hereby agreed as follows:


 


1.               Grant of
Option.  The Corporation
hereby grants to Optionee, as of the Grant Date, an option to purchase up to
the number of Option Shares specified in the Grant Notice.  The Option Shares shall be purchasable from
time to time during the option term specified in Paragraph 2 below at the
Exercise Price.


 


2.               Option
Term.  This option shall
have a maximum term of ten (10) years measured from the Grant Date and shall
accordingly expire at the close of business on the Expiration Date, unless
sooner terminated in accordance with Paragraph 5 or 6 below.


 


3.               Limited
Transferability.  This
option shall be neither transferable nor assignable by Optionee other than by will
or by the laws of descent and distribution following Optionee’s death and may
be exercised, during Optionee’s lifetime, only by Optionee.  However, if this option is designated a
Non-Statutory Option in the Grant Notice, then this option may, in connection
with the Optionee’s estate plan, be assigned in whole or in part during
Optionee’s lifetime to one or more members of the Optionee’s immediate family
or to a trust established for the exclusive benefit of the Optionee and/or one
or more such family members.  The
assigned portion shall be exercisable only by the person or persons who acquire
a proprietary interest in the option pursuant to such assignment.  The terms applicable to the assigned portion
shall be the same as those in effect for this option immediately prior to such
assignment.


 


4.               Date of
Exercise.  This option
shall become exercisable for the Option Shares in one or more installments as
specified in the Grant Notice.  As the
option becomes exercisable for such installments, those installments shall
accumulate and the option shall remain exercisable for the accumulated
installments until the Expiration Date or sooner termination of the option term
under Paragraph 5 or 6 below.


 

















 


5.               Cessation
of Service.  The option
term specified in Paragraph 2 above shall terminate (and this option shall
cease to be outstanding) prior to the Expiration Date should any of the
following provisions become applicable:


 


(a)          Should Optionee cease to
remain in Service for any reason (other than death, Permanent Disability or
Cause) while this option is outstanding, then the period for exercising this
option shall be reduced to a three (3)-month period commencing with the
date of such cessation of Service, but in no event shall this option be
exercisable at any time after the Expiration Date.


 


(b)         Should Optionee die while
holding this option, then the personal representative of Optionee’s estate or
the person or persons to whom the option is transferred pursuant to Optionee’s
will or in accordance with the laws of inheritance shall have the right to
exercise this option.  Such right shall
lapse, and this option shall cease to be outstanding, upon the earlier
of (i) the expiration of the twelve (12)-month period measured from
the date of Optionee’s death or (ii) the Expiration Date.


 


(c)          Should Optionee cease
Service by reason of Permanent Disability while this option is outstanding,
then the period for exercising this option shall be reduced to a
twelve (12)-month period commencing with the date of such cessation of
Service, but in no event shall this option be exercisable at any time after the
Expiration Date.


 


(d)         During the limited period
of post-Service exercisability, this option may not be exercised in the
aggregate for more than the number of vested Option Shares for which the option
is exercisable at the time of Optionee’s cessation of Service.  Upon the expiration of such limited exercise
period or (if earlier) upon the Expiration Date, this option shall terminate
and cease to be outstanding for any otherwise exercisable Option Shares for
which the option has not been exercised. 
However, this option shall, immediately upon Optionee’s cessation of
Service for any reason, terminate and cease to be outstanding with respect to
any Option Shares for which this option is not otherwise at that time
exercisable.


 


(e)          Should Optionee’s
Service be terminated for Cause, then this option shall terminate immediately
and cease to remain outstanding.


 


6.               Special
Acceleration of Option.


 


(a)          Change of Control.


 


(i)                                     This
option to the extent outstanding at the time of a Change of Control transaction
but not otherwise fully exercisable, shall automatically accelerate so that
this option shall, immediately prior to the effective date of such Change of
Control, become exercisable for all of the Option Shares at the time subject to
this option and may be exercised for any or all of those Option Shares as fully
vested shares of Common Stock.  However,
this option shall not become exercisable on such an


 


2

















 


accelerated basis if and
to the extent:  (i) this option is,
in connection with the Change of Control, to be assumed by the successor
corporation (or parent thereof) or otherwise continued in full force and effect
pursuant to the terms of the Change of Control transaction; or (ii) this
option is to be replaced with a cash incentive program of the successor
corporation which preserves the spread existing at the time of the Change of
Control on the Option Shares for which this option is not otherwise at that
time exercisable (the excess of the Fair Market Value of those Option Shares
over the aggregate Exercise Price payable for such shares) and provides for
subsequent payout in accordance with the same option exercise/vesting schedule set
forth in the Grant Notice.


 


(ii)                                  Immediately
following the Change of Control, this option shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof) or otherwise continued in full force and effect pursuant to the
terms of the Change of Control transaction.


 


(iii)                               If
this option is assumed in connection with a Change of Control (or otherwise
continued in full force and effect), then this option shall be appropriately
adjusted, immediately after such Change of Control, to apply to the number and
class of securities or other property which would have been issuable to
Optionee in consummation of such Change of Control had the option been
exercised immediately prior to such Change of Control, and appropriate
adjustments shall also be made to the Exercise Price, provided the
aggregate Exercise Price shall remain the same.


 


(b)         Termination of Service
Not for Cause.  In the event the
Optionee’s Service is terminated by the Corporation Not for Cause, this option
automatically shall become vested and exercisable for all of the Option Shares
at the time represented by this option.


 


(c)          Involuntary
Termination of Service.  Should
there be a Change of Control of the Corporation and the Optionee, thereafter,
is subject to an Involuntary Termination by the Corporation, this option
automatically shall become vested and exercisable for all of the Option Shares
at the time represented by this option.


 


(d)         This Agreement shall not
in any way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.


 


7.               Adjustment in Option Shares.


 


Should
any change be made to Common Stock by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares or other
change affecting the outstanding Common Stock as a class without the
Corporation’s receipt of consideration, appropriate adjustments shall be made
to (i) the total number and/or class of securities subject to this option
and (ii) the Exercise Price in order to reflect such change and thereby
preclude a dilution or enlargement of benefits hereunder.


 


3

















 


8.               Stockholder
Rights.  The holder of
this option shall not have any stockholder rights with respect to the Option
Shares until such person shall have exercised the option, paid the Exercise
Price and become a holder of record of the purchased shares.


 


9.               Manner of Exercising Option.


 


(a)          In order to exercise
this option with respect to all or any part of the Option Shares for which this
option is at the time exercisable, Optionee (or any other person or persons
exercising the option) must take the following actions:


 


(i)                                     Execute
and deliver to the Corporation a Notice of Exercise for the Option Shares for
which the option is exercised;


 


(ii)                                  Pay
the aggregate Exercise Price for the purchased shares in one or more of the
following forms, subject to Applicable Laws:


 


(A)      Cash or check made payable
to the Corporation; or


 


(B)        Shares of Common Stock
held by Optionee (or any other person or persons exercising the option) for the
requisite period necessary to avoid a charge to the Corporation’s earnings for
financial reporting purposes and valued at their Fair Market Value on the
Exercise Date; or


 


(C)        Through a special sale and
remittance procedure pursuant to which Optionee (or any other person or persons
exercising the option) shall concurrently provide irrevocable instructions
(I) to a Corporation-designated brokerage firm to effect the immediate
sale of the purchased shares and remit to the Corporation, out of the sale
proceeds available on the settlement date, sufficient funds to cover the
aggregate Exercise Price payable for the purchased shares plus all applicable
federal, state and local income and employment taxes required to be withheld by
the Corporation by reason of such exercise and (II) to the Corporation to
deliver the certificates for the purchased shares directly to such brokerage
firm in order to complete the sale.


 


Except to the extent the
sale and remittance procedure is utilized in connection with the option
exercise, payment of the Exercise Price must accompany the Notice of Exercise
delivered to the Corporation in connection with the option exercise;


 


(iii)                               Furnish
to the Corporation appropriate documentation that the person or persons
exercising the option (if other than Optionee) have the right to exercise this
option; and


 


(iv)                              Make
appropriate arrangements with the Corporation (or Parent or Subsidiary
employing or retaining Optionee) for the satisfaction of all federal, state and
local income and employment tax withholding requirements applicable to the
option exercise.


 


4

















 


(b)         As soon as practical
after the Exercise Date, the Corporation shall issue to or on behalf of
Optionee (or any other person or persons exercising this option) a certificate
for the purchased Option Shares, with the appropriate legends, if any, affixed
thereto.


 


(c)          In no event may this
option be exercised for any fractional shares of Common Stock.


 


10.         Compliance with Laws and Regulations.


 


(a)          The exercise of this
option and the issuance of the Option Shares upon such exercise shall be
subject to compliance by the Corporation and Optionee with all applicable
requirements of law relating thereto and with all applicable regulations of any
stock exchange (or the Nasdaq National Market, if applicable) on which Common
Stock may be listed for trading at the time of such exercise and issuance.


 


(b)         The inability of the
Corporation to obtain approval from any regulatory body having authority deemed
by the Corporation to be necessary to the lawful issuance and sale of any
Common Stock pursuant to this option shall relieve the Corporation of any
liability with respect to the non-issuance or sale of Common Stock as to which
such approval shall not have been obtained. 
The Corporation, however, shall use its best efforts to obtain all such
approvals.


 


11.         Successors and Assigns.  Except to the extent otherwise provided in
Paragraphs 3 and 6 above, the provisions of this Agreement shall inure to
the benefit of, and be binding upon, the Corporation and its successors and
assigns and Optionee, Optionee’s assigns and the legal representatives, heirs
and legatees of Optionee’s estate.


 


12.         Notices.  Any notice required to be given or delivered
to the Corporation under the terms of this Agreement shall be in writing and
addressed to the Corporation at its principal corporate offices.  Any notice required to be given or delivered
to Optionee shall be in writing and addressed to Optionee at the address
indicated below Optionee’s signature line on the Grant Notice.  All notices shall be deemed effective upon
personal delivery or upon deposit in the U.S. mail, postage prepaid and
properly addressed to the party to be notified.


 


13.         Construction.  This Agreement and the option evidenced
hereby are made and granted pursuant to the Plan and are in all respects
limited by and subject to the terms of the Plan.  All decisions of the Plan Administrator with respect to any
question or issue arising under the Plan or this Agreement shall be conclusive
and binding on all persons having an interest in this option.  For purposes of this Agreement, whenever the
context requires, the singular number shall include the plural, and vice versa.


 


14.         Governing Law.  The interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of
California without resort to that State’s conflict-of-laws rules.


 


5

















 


15.         Excess Shares.  If the Option Shares covered by this
Agreement exceed, as of the Grant Date, the number of shares of Common Stock
which may without stockholder approval be issued under the Plan, then this
option shall be void with respect to those excess shares, unless stockholder
approval of an amendment sufficiently increasing the number of shares of Common
Stock issuable under the Plan is obtained in accordance with the provisions of
the Plan.


 


6

















 


EXHIBIT I

NOTICE OF EXERCISE


 


I
hereby notify Restoration Hardware, Inc. (the “Corporation”) that I elect to
purchase
                    
shares of the Corporation’s common stock (the “Purchased Shares”) at the option
exercise price of $                      
per share (the “Exercise Price”) pursuant to that certain option (the “Option”)
granted to me on October 6, 2003 under the Corporation’s 1998 Stock
Incentive Plan Amended and Restated on October 9, 2002.


 


Concurrently
with the delivery of this Exercise Notice to the Corporation, I shall hereby
pay to the Corporation the Exercise Price for the Purchased Shares in
accordance with the provisions of my agreement with the Corporation (or other
documents) evidencing the Option and shall deliver whatever additional
documents may be required by such agreement as a condition for exercise.  Alternatively, I may utilize the special
broker-dealer sale and remittance procedure specified in my agreement to effect
payment of the Exercise Price.


 


 


	
   

  	
  , 20

  	
   

  
	
  Date

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Optionee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print name in
  exact manner it is to appear on the stock certificate:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address to which
  certificate is to be sent, if different from address above:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security
  Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Employee Number:

  	
   

  	
   

  
					



 

















 


APPENDIX


 


The
following definitions shall be in effect under the Agreement:


 


A.                                   Agreement
shall mean this Stock Option Agreement.


 


B.                                     Applicable
Laws shall mean the legal requirements relating to the
administration of stock option plans, if any, under applicable provisions of
federal securities laws, state corporate and securities laws, the Code, the rules
of any applicable stock exchange or national market system, and the rules of
any foreign jurisdiction applicable to the granting of stock options and the
issuance of shares of Common Stock to residents therein.


 


C.                                     Board
shall mean the Corporation’s Board of Directors.


 


D.                                    Cause
shall mean, in connection with the termination of the Optionee’s Service by the
Corporation, (a) the Optionee has been convicted of a felony involving fraud or
dishonesty, (b) the Optionee dies or suffers from a Permanent Disability during
the Optionee’s Service or (c) the termination of Service is evidenced by a
resolution adopted in good faith by a majority of the members of the Board to
the effect that the Optionee (i) intentionally and continually failed
substantially to perform the Optionee’s reasonably assigned duties with the
Corporation (other than a failure resulting from the Optionee’s assignment of
duties that would constitute an Involuntary Termination following a Change of
Control), which failure continued for a period of at least thirty (30) days
after a written notice of demand for substantial performance has been delivered
to the Optionee specifying the manner in which the Optionee has failed
substantially to perform, or (ii) intentionally engaged in conduct which is
demonstrably and materially injurious to the Corporation; provided, that no
termination of the Optionee’s Service shall be for Cause as set forth in clause
(ii) above until there shall have been delivered to the Optionee a copy of a
written notice setting forth that the Optionee was guilty of the conduct set
forth in clause (ii) and specifying the particulars thereof in detail. No act,
nor failure to act, on the Optionee’s part shall be considered “intentional”
unless the Optionee has acted, or failed to act, with a lack of good faith and
with a lack of reasonable belief that the Optionee’s action or failure to act
was in the best interest of the Corporation.


 


E.                                      Change of
Control shall mean any of the following:


 


(a) An
acquisition (other than directly from the Corporation) of any voting securities
of the Corporation (the “Voting Securities”) by any Person (as the term
“person” is used for purposes of Section 13 or 14 of 1934 Act) immediately
after which such Person has Beneficial Ownership (as the term “beneficial
ownership” is defined under Rule 13d-3 promulgated under the 1934 Act) of fifty
percent (50%) or more of the combined voting power of the Corporation’s then
outstanding Voting Securities; provided, that in determining whether a Change
of Control has occurred, Voting Securities which are acquired in a Non-Control
Acquisition (as hereinafter defined) shall


 


A-1

















 


not constitute an
acquisition which would cause a Change of Control. A “Non-Control Acquisition”
shall mean an acquisition by (i) an employee benefit plan (or a trust forming a
part thereof) maintained by (1) the Corporation or (2) any corporation or other
Person of which a majority of its voting power or its equity securities or
equity interest is owned directly or indirectly by the Corporation (a
“Non-Change Subsidiary”), (ii) the Corporation or any Non-Change Subsidiary, or
(iii) any Person in connection with a Non-Control Transaction (as hereinafter
defined);


 


(b)
The individuals who, as of date the Offer Letter, are members of the Board (the
“Incumbent Board”), cease for any reason to constitute at least a majority of
the Board; provided, that if the appointment, election or nomination for
election by the Corporation’s stockholders of any new director was approved by
a vote of at least two-thirds of the Incumbent Board, such new director shall,
for purposes of this Agreement, be considered a member of the Incumbent Board;
and provided, further, that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office as a result of
either an actual or threatened “Election Contest” (as described in Rule 14a-11
promulgated under the 1934 Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board (a “Proxy
Contest”) including by reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest;


 


(c) A
merger, consolidation or reorganization involving the Corporation, unless such
merger, consolidation or reorganization satisfies the conditions set forth in
clauses (1) and (2) below (any transaction(s) meeting the requirements of
clauses (1) and (2) below being referred to herein as “Non-Control
Transactions”):


 


(1)
the stockholders of the Corporation immediately before such merger,
consolidation or reorganization own, directly or indirectly, immediately
following such merger, consolidation or reorganization, at least fifty percent
(50%) of the combined voting power of the outstanding voting securities of the
corporation resulting from such merger, consolidation or reorganization (the
“Surviving Corporation”) in substantially the same proportion as their
ownership of the Voting Securities immediately before such merger, consolidation
or reorganization; and


 


(2)
the individuals who were members of the Incumbent Board immediately prior to
the execution of the agreement providing for such merger, consolidation or
reorganization constitute at least a majority of the members of the board of
directors of the Surviving Corporation;


 


(d) A
complete liquidation or dissolution of the Corporation; or


 


(e) An
agreement for the sale or other disposition of all or substantially all of the
assets of the Corporation to any Person (other than a transfer to a Non-Change
Subsidiary); and


 


A-2

















 


(f)
Any other event that at least two-thirds of the Incumbent Board in its sole
discretion shall determine constitutes a Change of Control.


 


Notwithstanding
the foregoing, a Change of Control shall not be deemed to occur solely because
any Person (the “Subject Person”) acquired Beneficial Ownership of more than
the permitted amount of the outstanding Voting Securities as a result of the
acquisition of Voting Securities by the Corporation which, by reducing the
number of Voting Securities outstanding, increases the proportional number of
shares Beneficially Owned by the Subject Person; provided, that if a Change of
Control would occur (but for the operation of this sentence) as a result of the
acquisition of Voting Securities by the Corporation, and after such share
acquisition by the Corporation the Subject Person becomes the Beneficial Owner
of any additional Voting Securities which increases the percentage of the then
outstanding Voting Securities Beneficially Owned by the Subject Person, then a
Change of Control shall occur; provided further that no Change of Control shall
be deemed to have occurred under (a) or (c) above merely because individuals
and entities who, individually, as of the date of the Offer Letter have
Beneficial Ownership of at least 5% of the Voting Securities have, immediately
after the transaction described in (a) or (c) above, Beneficial Ownership, in
the aggregate, of more than 50% of the Voting Securities of the Corporation or
successor or parent thereof if both (i) no one such individual or entity has,
immediately after such a transaction, Beneficial Ownership of more than 50% and
(ii) the transaction does not result in the Corporation or successor or parent
thereof becoming a private company.


 


F.                                      Code
shall mean the Internal Revenue Code of 1986, as amended.


 


G.                                     Common
Stock shall mean shares of the Corporation’s common stock.


 


H.                                    Corporation
shall mean Restoration Hardware, Inc., a Delaware corporation.


 


I.                                         Employee
shall mean an individual who is in the employ of the Corporation (or any Parent
or Subsidiary), subject to the control and direction of the employer entity as
to both the work to be performed and the manner and method of performance.


 


J.                                        Exercise
Date shall mean the date on which the option shall have been
exercised in accordance with Paragraph 9 of the Agreement.


 


K.                                    Exercise
Price shall mean the exercise price per Option Share as
specified in the Grant Notice.


 


L.                                      Expiration
Date shall mean the date on which the option expires as
specified in the Grant Notice.


 


M.                                 Fair
Market Value per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:


 


A-3

















 


(a)                                  If
Common Stock is at the time traded on the Nasdaq National Market, then the Fair
Market Value shall be deemed equal to the closing selling price per share of
Common Stock on the date in question, as the price is reported by the National
Association of Securities Dealers on the Nasdaq National Market.  If there is no closing selling price for
Common Stock on the date in question, then the Fair Market Value shall be the
closing selling price on the last preceding date for which a closing selling
price is reported; or


 


(b)                                 If
Common Stock is at the time listed on any Stock Exchange, then the Fair Market
Value shall be deemed equal to the closing selling price per share of Common
Stock on the date in question on the Stock Exchange determined by the Plan
Administrator to be the primary market for Common Stock, as such price is
officially quoted in the composite tape of transactions on such exchange.  If there is no closing selling price for Common
Stock on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation exists.


 


N.                                    Grant
Date shall mean the date of grant of the option as specified in
the Grant Notice.


 


O.                                    Grant
Notice shall mean the Notice of Grant of Stock Option
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.


 


P.                                      Involuntary
Termination shall mean the termination of the Optionee’s Service
which occurs by reason of:


 


(a)                                  the
Optionee’s involuntary dismissal or discharge by the Corporation Not for Cause,
or


 


(b)                                 the
Optionee’s voluntary resignation following (i) a change in the Optionee’s
position with the Corporation which materially reduces the Optionee’s duties
and responsibilities or the level of management to which the Optionee reports,
(ii) a reduction in the Optionee’s level of compensation (including base
salary, fringe benefits and target bonus under any corporate-performance based
bonus or incentive programs), or (iii) a relocation of the Optionee’s place of
employment by more than fifty (50) miles, provided and only if such change,
reduction or relocation is effected by the Corporation without the Optionee’s
consent.


 


Q.                                    1934 Act
shall mean the Securities Exchange Act of 1934, as amended.


 


R.                                     Non-Statutory
Option shall mean an option not intended to satisfy the
requirements of Section 422 of the Code.


 


S.                                      Not for
Cause shall mean termination of the Optionee’s Service by the
Corporation for reasons other than for Cause.


 


A-4

















 


T.                                     Notice of
Exercise shall mean the notice of exercise in the form attached
hereto as Exhibit I.


 


U.                                    Offer
Letter shall mean the offer letter entered into between the
Optionee and the Corporation dated October 3, 2003.


 


V.                                     Option
Shares shall mean the number of shares of Common Stock subject
to the option as specified in the Grant Notice.


 


W.                                Optionee
shall mean the person to whom the option is granted as specified in the Grant
Notice.


 


X.                                    Parent
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.


 


Y.                                     Permanent
Disability shall mean that the Optionee is unable to carry out
the responsibilities and functions of the position held by the Optionee by
reason of any physical or mental impairment for more than 120 days in any
twelve-month period.


 


Z.                                     Plan
shall mean the Corporation’s 1998 Stock Incentive Plan Amended and Restated on
October 9, 2002.


 


AA.                         Plan
Administrator shall mean either the Board or a committee of the
Board acting in its capacity as administrator of the Plan.


 


BB.                             Service
shall mean the Optionee’s performance of services for the Corporation (or any
Parent or Subsidiary) in the capacity of an Employee, a non-employee member of
the board of directors or a consultant or independent advisor.


 


CC.                             Stock
Exchange shall mean the American Stock Exchange or the New York
Stock Exchange.


 


DD.                           Subsidiary
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation, provided each corporation (other
than the last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.


 


A-5