1 Employee Stock Option Notice of Intent and Agreement CUSTOMER INFORMATION

Employee Stock Option Notice of Intent and Agreement
1
CUSTOMER INFORMATION
Name of Owner
Social Security Number
(
Account Number
)
–
Daytime Phone
Check this box if you are a control person or affiliate or an immediate family/household member of a control person or
affiliate of the above-listed company under SEC Rule 144 (this would include, but is not limited to, a director, 10%
shareholder, policy-making officer, and members of the board of directors).
2
INSTRUCTIONS
To Fidelity Brokerage Services LLC and National Financial Services LLC (collectively, “Fidelity”):
I hereby request that Fidelity extend credit to me in my account and remit funds payable to:
(Name of Company issuing options, the “Issuer”)
in the payment of aggregate exercise price (the “Exercise Price”), plus any applicable withholding for taxes, of employee
stock options (the “Options”) enabling me to purchase shares (the “Shares”) of common stock of the Issuer, as set forth
herein in the Notice of Intent to Exercise form or other form acceptable to the Issuer. This Notice of Intent and
Agreement is valid for only 90 days from when it is dated. I authorize and direct Fidelity to take delivery of the shares
and to deposit the shares in my Fidelity account. I am forwarding a signed stock power to permit the deposit of the shares
into my account upon receipt by Fidelity.
In connection with the exercise of the Options,
I represent that:
1. The Options were granted in connection with my employment, I am currently authorized to exercise them, and I
have received from the Issuer a prospectus covering the
sale of the shares to me.
2. I understand that the exercise of the Options and/or the
subsequent sale of the Shares may have significant tax
consequences. I further understand that Fidelity and its
employees are not authorized to give me tax or investment advice, and I have consulted other sources I deem
appropriate in connection with my transaction. I agree that
Fidelity will not exercise any independent discretion
in determining how, whether, or when to exercise the
Options, other than as set forth herein pursuant to
my request.
1.796963.102
3. I am aware that various federal and state laws or regulations may be applicable to my transactions, including,
but not limited to, Rule 144 under the Securities Act of
1933, and Section 16(b) and Rule 10b-5 under the Securities Exchange Act of 1934, and I shall conduct these
transactions in conformity with all applicable laws
and regulations.
4. I understand that my rights as a shareholder (including
my rights with respect to any cash dividends, stock splits,
spin-offs, shareholder votes or other corporate transactions) will depend on when the issuer considers the shares
issued in connection with my option exercise to be outstanding shares, and that Fidelity shall not be liable for
any claims or losses in connection with the foregoing.
5. I agree that I have read and understand the terms and
conditions of the Margin Account Agreement, if applicable,
including the potential for stock buy-in, which governs
the Fidelity account specified in Section 2 of this form.
Page 1 of 2
017680001
2
INSTRUCTIONS (CONTINUED)
Please check the appropriate box:
Do not verify my stock options with the above-listed company. Hold forms on file until I call with instructions.
Please call me as soon as you verify my stock options with
the above-listed company. I can be reached at:
(
)
I understand that this extension of credit by Fidelity for
option exercise and payment of any required withholding
for taxes and certificate issuance fees will result in a debit
balance in my account, that Fidelity will charge interest on
all credit extended to me, and that all transactions in this
account will be subject to the provisions of the Customer
Agreement, which governs the Fidelity account specified in
this section.
–
My Plan Administrator is:
Their phone number is: (
3
)
I authorize Fidelity, the Plan Administrator,
and/or the Issuer to exchange information
regarding the sacquisition and disposition of the shares,
including, without limitation, notification of the sale of stock
acquired as a result of exercise of a stock option and matters
relating to income tax withholding.
–
NOTICE OF INTENT TO EXERCISE
I hereby give my notice of intent to exercise options granted
to me, entitling me to purchase shares of common stock on
payment in the amount set forth below of the exercise price
for said shares and satisfaction of all other requirements of the
option grant. I understand the completion of this form does
not complete my stock option exercise and that I must call
Fidelity at 1-800-544-3929 to complete my exercise.
I further request that the common stock issued from this exercise be delivered, registered in my name to:
Fidelity Investments
100 Crosby Parkway
Mailzone KP3D
Covington, KY 41015
within seven business days for deposit to my Fidelity account.
List Option(s):
Number
of Shares
Exercise
Price
Grant Date
(MM/DD/YYYY)*
Tax Withholding Instructions (For nonqualified grants)
I understand that my exercise of options granted to me will
give rise to tax withholding obligations at rates specified by
my employer. I understand and hereby authorize Fidelity that
required tax withholding (together with the exercise price)
will be paid from my brokerage account, and may result in a
debit balance in my account as outlined above.
Please contact Fidelity with any questions regarding tax withholding and payment of exercise price in connection with
your option exercise.
X
Signature
Print Name
455904.3.0
Date
Fidelity Brokerage Services LLC, Member NYSE, SIPC
ESOP-FRM-0809
1.796963.102
Page 2 of 2
017680002
`