This excerpt taken from the CKEC 8-K filed Apr 19, 2007.
§ 3. Vesting and Exercise.
(a) Eligible Employee is convicted of, pleads guilty to, or confesses or otherwise admits to any felony or any act of fraud, misappropriation or embezzlement, or Eligible Employee otherwise engages in a fraudulent act or course of conduct;
(b) There is any act or omission by Eligible Employee involving malfeasance or negligence in the performance of Eligible Employees duties and responsibilities for Carmike or an Affiliate, or the exercise of Eligible Employees powers as an employee of Carmike, where such act or omission is reasonably likely to materially and adversely affect Carmikes or an Affiliates business;
(c) Eligible Employee violates any provision of any code of conduct adopted by Carmike or an Affiliate which applies to Eligible Employee and any other employee of Carmike if the consequence to such violation for any employee of Carmike ordinarily would be the termination of his or her employment.
§ 4. Life of Non-ISO. This Non-ISO shall expire and shall not be exercisable for any reason on or after the 10th anniversary of the Grant Date.
§ 5. Method of Exercise of Non-ISO. Eligible Employee may exercise this Non-ISO in whole or in part (to the extent this Non-ISO is otherwise exercisable under § 3) on any normal business day of Carmike by (1) delivering this Option Certificate to Carmike, together with written notice of the exercise of such Non-ISO and (2) simultaneously paying to Carmike the Option Price. The payment of such Option Price shall be made (1) in cash or by check acceptable to Carmike, (2) by delivery to Carmike of certificates (properly endorsed) for
shares of Stock registered in Eligible Employees name which he or she has held for at least six months or an attestation by Eligible Employee sufficient to the Committee that he or she then owns such shares, (3) in any combination of such cash, check, and Stock which results in payment in full of the Option Price or (4) by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to Carmike a sufficient portion of the sale proceeds to pay the entire Option Price and any tax withholding resulting from such exercise. Stock, which is so tendered as payment (in whole or in part) of the Option Price shall be valued at its Fair Market Value on the date the Non-ISO is exercised.
§ 6. Delivery. Carmike shall deliver a properly issued certificate for any Stock purchased pursuant to the exercise of this Non-ISO as soon as practicable after such exercise, and such delivery shall discharge Carmike of all of its duties and responsibilities with respect to this Non-ISO.
§ 7. Nontransferable. No rights granted under this Non-ISO shall be transferable by Eligible Employee other than by will or by the laws of descent and distribution, and the rights granted under this Non-ISO shall be exercisable during Eligible Employees lifetime only by Eligible Employee. The person or persons, if any, to whom this Non-ISO is transferred by will or by the laws of descent and distribution shall be treated after Eligible Employees death the same as Eligible Employee under this Option Certificate.
§ 8. No Right to Continue Employment or Service. Neither the Plan, this Non-ISO, nor any related material shall give Eligible Employee the right to continue employment or other service with Carmike or any Affiliate or shall adversely affect the right of Carmike to terminate Eligible Employees employment with or without Cause at any time.
§ 9. Stockholder Status. Eligible Employee shall have no rights as a stockholder with respect to any shares of Stock under this Non-ISO until such shares have been duly issued and delivered to Eligible Employee, and no adjustment shall be made for dividends of any rights or any kind or description whatsoever or for distributions of other rights of any kind or description whatsoever respecting such Stock, except as set forth in the Plan.
§ 10. Other Laws. Carmike shall have the right to refuse to issue or transfer any shares of Stock under this Non-ISO if Carmike, acting in its absolute discretion, determines that the issuance or transfer of such shares of Stock might violate any applicable law or regulation, and any payment tendered in such event to exercise this Non-ISO shall be promptly refunded to Eligible Employee and Carmike at that point shall have the right to cancel this Non-ISO or to take such other action with respect to this Non-ISO as Carmike deems appropriate under the circumstances.
§ 11. Governing Law. The Plan and this Non-ISO shall be governed by the laws of the State of Delaware.
§ 12. Binding Effect. This Non-ISO shall be binding upon Carmike and Eligible Employee and their respective heirs, executors, administrators and successors.
§ 13. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.