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Exhibit 99.4
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1.
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Term
of Options. The Options, granted on _______________ (the “Date of
Grant”), will terminate and expire, to the extent not previously
exercised, at 5:00 p.m. Eastern Time on _______________, or such
earlier
date upon which the Options, or portion thereof, terminate or expire
pursuant to the terms of the Plan (the “Expiration
Date”).
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2.
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Exercise
of Options.
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(a)
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The
Options may be exercised, in whole or in part at any time prior
to the
Expiration Date or an earlier termination, according to the percentages
and exercise dates set forth in the following vesting
schedule: 25% of the shares subject to the Options (the “Option
Shares”) shall become exercisable on _______________; an additional 25%
of
the Option Shares shall become exercisable on _______________;
an
additional 25% of the Option Shares shall become exercisable on
_______________; and the remaining balance of the Option Shares
shall
become exercisable on _______________. No Options may be
exercisable after the Expiration
Date.
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(b)
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The
Optionee can exercise Options by complying with the provisions
of the Plan
and by following instructions provided in materials distributed
by the
Company. The exercise price, $_______________ per share (the
“Exercise Price”), for the number of Option Shares being purchased and any
related withholding tax obligations may be paid by the Optionee
by (i)
delivery of cash, money order or a certified or cashier’s check; (ii)
tendering previously acquired Shares or shares of Class A Common
Stock,
par value $.01 per share, of the Company (“Class A Shares”), as provided
for in the Plan; (iii) delivery of a conversion notice or other
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conversion
instructions acceptable to the Company irrevocably electing to
convert a
sufficient number of Shares received under the Option into Class
A Shares
(“Conversion Shares”) together with delivery of irrevocable instructions
to a broker or other agent acceptable to the Company to promptly
sell the
Conversion Shares and to deliver to the Company the appropriate
amount of
proceeds; and/or (iv) any other payment method that is established
by the
Company (which payment method may be restricted or eliminated from
time to
time by the Company, in its sole
discretion).
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(c)
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The
Company will, without transfer or issue tax to the Optionee, issue
and
cause to be delivered to the Optionee the number of Option Shares
purchased as soon as reasonably practicable after the Optionee
has
appropriately exercised any Options. The Company is not
required to issue Shares to the Optionee until all obligations
to withhold
taxes and similar charges have been resolved to the satisfaction
of the
Company.
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3.
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Termination
of Relationship.
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(a)
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Acceleration
upon Termination of Relationship. Subject to Section
3(c)(iii) below, if an Optionee’s employment with the Company or the
subsidiary by whom the employee is employed (the “Employer”) terminates
for reasons of Retirement (as defined in the Plan), Disability
(as defined
in the Plan) or death, all the unvested Option Shares shall become
immediately vested and exercisable on the date of Retirement, date
of
Disability or date of death.
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(b)
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Duration
of Exercise Following Termination of Relationship. Subject
to Section 3(c) below, Options which have vested prior to the termination
of the Optionee’s employment with the Employer may be exercised as
follows:
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(i)
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within
ninety (90) days after the date on which the Optionee’s employment with
the Employer terminates (the “Termination Date”), except as otherwise
provided in Subsections 3(b)(ii), (iii) and (iv)
below;
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(ii)
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if
the Optionee’s employment with the Employer terminates as a result of the
Optionee’s Retirement, within one (1) year after the date of
Retirement;
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(iii)
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if
the Optionee’s employment terminates as a result of a Disability, within
one (1) year after the date of Disability;
or
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(iv)
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if
the Optionee’s employment terminates as a result of death, within one (1)
year after the date of death by the Optionee’s designated beneficiary,
legal representative or permitted
transferee.
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(c)
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Limitations
on Exercise Following Termination of
Relationship.
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(i)
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The
time periods set forth in Section 3(b) above are subject to the
restriction that Options may not be exercised after their Expiration
Date.
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(ii)
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The
time periods set forth in Section 3(b) are also subject to the
restriction
that no Option may be exercised by any person if the Optionee (i)
is, or
at any time after the date of grant has been, in competition with
the
Company or its affiliates, or (ii) has been terminated by the Employer
for
Cause, as defined in the Plan.
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(iii)
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Except
as otherwise provided by the Committee administering the Plan or
by an
employment agreement between the Optionee and the Employer, (i)
the only
Options that may be exercised after the Termination Date, date
of
Retirement, date of Disability or date of death (as applicable,
the “Event
Date”) are those Options that were exercisable by the Optionee on the
Event Date; and (ii) any Options which are not exercisable on the
Event
Date will automatically terminate on the Event
Date.
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(iv)
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Any
Options which are exercisable on the Event Date, but which are
not
exercised within the applicable period specified in Section 3(b)
above,
will automatically terminate at the end of that applicable
period.
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4.
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Adjustments
for Certain Events. The number and kind of unexercised
Options and the Exercise Price of such Options are subject to adjustment
in the event that certain transactions are taken by the Company
which
affect the Company’s capital stock.
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5.
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Type
of Options. The Options are nonqualified stock options
granted pursuant to Section 5 of the
Plan.
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6.
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No
Transfer of Options. Unless transferability is
authorized by the Option grant or otherwise permitted by the Committee,
Options are not transferable by the Optionee other than (i) by
will or the
laws of descent and distribution, or (ii) pursuant to a domestic
relations
order. Because of laws affecting the transferability of the
Option Shares, the Optionee should understand the securities laws
and
other implications of any transfer of
Options.
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7.
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General
Restriction on Issuance of Stock. The Company may require
information or documents which enable it to insure compliance with
any law
or Rules (as defined in the Plan) of the Securities and Exchange
Commission or any other governmental authority having jurisdiction
under
the Plan before it issues any Shares upon the exercise of any
Options. If at any time the Committee administering the Plan
shall determine that the listing, registration or qualification
of the
Option Shares under any state or federal law or other applicable
Rule, or
the consent or approval of any governmental regulatory body, is
necessary
or desirable as a condition of the granting of the Options or the
issue or
purchase of Shares thereunder, such Options may not be exercised
in whole
or in part unless such listing, registration, qualification, consent
or
approval shall have been effected or obtained free of any conditions
not
acceptable to the Committee.
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8.
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Limitation
on Sale or Disposition of Option Shares.If the Committee determines
that the ability of the Optionee to sell or transfer Option Shares
is
restricted, then the Company may place a restrictive legend or
stop
transfer notation on its books with respect to such Option
Shares. If a legend or stop transfer notation is placed on the
Company’s books
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with
respect to an Optionee’s Option Shares, the Optionee may only sell such
Option Shares in compliance with such legend or
notation.
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9.
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No
Listing of Option Shares; Conversion. The Company has not
listed the Option Shares for trading on the New York Stock Exchange
and
does not intend to effect such a listing. Pursuant to the
Certificate of Incorporation of the Company, Option Shares may
be
converted into Class A Shares, but only if the Class A Shares received
upon the conversion are sold or transferred immediately following
the
conversion in a market transaction or qualifying private transaction
as
such terms are defined in the Company’s Certificate of
Incorporation. The Class A Shares into which Option Shares may
be converted have been or will, prior to issuance, be listed for
trading
on the New York Stock Exchange.
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10.
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Incorporation
of Plan. The Options are subject to the terms and
conditions of the Plan, which are incorporated herein by
reference. The Company, upon request, will provide a copy of
the Plan to the Optionee. To the extent that the terms and
conditions of the Documents are inconsistent with the Plan, the
provisions
of the Plan shall control.
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11.
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Applicable
Times and Dates. All references to times and dates in the
Plan and in documents relating to the Plan refer, respectively,
to Eastern
Standard Time (or Eastern Daylight Savings Time, as appropriate)
in the
United States of America and to dates in New York State based on
such
Eastern Standard Time (or Eastern Daylight Savings Time, as
appropriate).
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