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Exhibit
10.29
Employee:
You have been granted a Non-Qualified
Stock Option to purchase
shares of Common Stock of the Company, subject to the terms and
conditions (i) in the Company’s 2007 Stock Incentive
Plan, as amended from time to time (the “Plan”), and
(ii) as set forth in Exhibit A, attached hereto and made a
part hereof (together with this letter, the
“Agreement”), as follows:
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| Date of
Agreement/ Grant: |
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[grant
date] |
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| Restricted
Shares Granted: |
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[number
of options granted] |
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| Expiration
Date: |
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[to be
determined] |
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| Vesting
Schedule: |
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25% per
year for 4 years |
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Please indicate your acceptance by
executing two (2) original copies of this Agreement and
returning one (1) original copy by U.S. Mail to Cindy
Freeze.
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| Very truly
yours, |
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| Martin L.
Vaughan, III |
By my signature below, I hereby
acknowledge receipt of this Award on the date shown above, which
has been issued to me under the terms and conditions of the Plan. I
further acknowledge receipt of the copy of the Plan and agree to
conform to all of the terms and conditions of the Award and the
Plan.
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| Signature: |
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Date: |
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Optionee’s Name |
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Note: If there are any discrepancies in
the name or address shown above, please make the appropriate
corrections on this form.
EXHIBIT
A
TERMS AND
CONDITIONS
STOCK OPTION
AGREEMENT
1. Exercise of Option
. Except as provided in paragraphs 4, 5, 6, 11 and 12 of these
Terms and Conditions, this Option shall be exercisable as set forth
in the Vesting Schedule for each full year, up to a total of four
(4) full years, that Optionee continues to be employed by the
Company after the date of this Agreement. Once this Option has
become exercisable with respect to any portion of the total number
of shares in accordance with the preceding sentence, it shall
continue to be exercisable with respect to such shares until the
termination of Optionee’s rights hereunder pursuant to
paragraphs 4, 5 or 6, or until the Expiration Date. A partial
exercise of this Option shall not affect Optionee’s right to
exercise subsequently this Option with respect to the remaining
shares that are exercisable, subject to the conditions of the 2007
Stock Incentive Plan (Plan) and this Agreement.
2. Method of Exercising
and Payment for Shares . This Option may be exercised only by
written notice delivered to the attention of the Company’s
Secretary at the Company’s principal office. The written
notice shall specify the number of shares being acquired pursuant
to the exercise of the Option when such Option is being exercised
in part in accordance with the Vesting Schedule. The exercise date
shall be the date such notice is received by the Company. Such
notice shall be accompanied by payment of the Option price in full
for each share (a) in cash (United States dollars) or by cash
equivalent acceptable to the Company, or (b) by a cashless
exercise pursuant to Section IX(2) of the Plan.
3. Transferability
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(a) Except as otherwise
provided in paragraph 3(b), the Option is not transferable and
during the Participant’s life, may be exercised only by the
Participant. Transfers at death are governed by paragraph 4
below.
(b) The Participant may
transfer the Option during his or her lifetime for no consideration
to or for the benefit of the Participant’s Immediate Family,
subject to such limits as the Committee may establish, and the
transferee shall remain subject to all the terms and conditions
applicable to the Option prior to such transfer. The foregoing
right to transfer the Option shall apply to the right to consent to
amendments to this Agreement and, in the discretion of the
Committee, shall also apply to the right to transfer ancillary
rights associated with the Option.
(c) The term “Immediate
Family” shall mean Participant’s child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the Participant’s
household (other than a tenant or employee), a trust in which these
persons have more than fifty percent of the beneficial interest, a
foundation in which these persons (or the Participant) control the
management of assets, and any other entity in which these persons
(or the Participant) own more than fifty percent of the voting
interests. The following transactions are not prohibited transfers
for consideration: (i) a transfer under a domestic relations
order in settlement of marital property rights; and (ii) a
transfer to an entity in which more than fifty percent of the
voting interests are owned by the Immediate Family (or the
Participant) in exchange for an interest in that entity.
4. Exercise in the Event
of Death . This Option shall be exercisable in full in the
event that Optionee dies while employed by the Company or an
Affiliate and prior to the Expiration Date of this Option. In that
event, this Option may be exercised by Optionee’s estate, or
the person or persons to whom his rights under this Option shall
pass by will or the laws of descent and distribution.
Optionee’s estate or such persons must exercise this Option,
if at all, within one year of the date of Optionee’s death or
during the remainder of the period preceding the Expiration Date,
whichever is shorter, but in no event may the Option be exercised
prior to the expiration of six (6) months from the date of the
grant of the Option.
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