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incurred in providing services to CTI. Petitioner was required
to submit to CTI invoices for her hourly pay, and she was
required to submit with those invoices documentation supporting
her claim to reimbursement for out-of-pocket expenses.
The consulting agreement shortened the vesting period of
petitioner’s stock options. It stated:
Options. Consultant and CTI are parties to the
1997 Option Agreement (“Option Agreement”) and the 1994
CTI Equity Incentive Option Plan (“Option Plan”) in
which Consultant vests in CTI incentive stock options.
In lieu of Consultant vesting in CTI incentive options
according to the Option Agreement, the parties agree
that Consultant shall vest in CTI incentive options for
the term of this Agreement as provided hereunder and in
the Option Plan.
Type
Option Option of Old Vest New Vest
No. Date Option Shares Price Date Date
P000698 12/10/98 ISO 8,750 2.969 12/10/01 4/12/01
P000698 12/10/98 ISO 2,916 2.969 12/10/01 7/12/01
C000892 12/22/99 ISO 5,834 3.063 12/22/01 7/12/01
C000892 12/22/99 ISO 5,833 3.063 12/22/01 10/12/01
C000892 12/22/99 ISO 2,917 3.063 12/22/02 10/12/01
C000892 12/22/99 ISO 8,749 3.063 12/22/02 1/12/02
For avoidance of any doubt whatsoever, Consultant shall
vest in each set of options provided this Agreement is
in effect as of the vesting date for that respective
set of options as described above (i.e. if Consultant
terminates this Agreement on 8/12/01 she would be
entitled to 17,500 vested options; she would not be
entitled to the remaining 17,499 unvested options).
Consultant would then have ninety (90) days from the
date of termination of this Agreement to exercise the
vested options.
Petitioner read the consulting agreement, thought she
understood it, signed it, and did not ask any questions regarding
it. She believed that by entering into the agreement she would
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Last modified: November 10, 2007