Walter and Susan Moore - Page 10




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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