yes, it is redundant.

 -----Original Message-----
From: 	Ryan, Noel  
Sent:	Thursday, July 12, 2001 3:53 PM
To:	Cash, Michelle
Subject:	FW: ESA Retention Plan

Michelle 

These are the revisions Pam Butler made to the initial evergreen agreement.  Is this a redundent issue now that we are revising the document?

Noel

 -----Original Message-----
From: 	Butler, Pam  
Sent:	Thursday, July 12, 2001 3:44 PM
To:	Ryan, Noel
Subject:	RE: ESA Retention Plan

Noel, here are my suggested revisions:


In order to represent an incentive for the Beneficiary to remain in the Company, the Beneficiary will be vested in the right to exercise an option as follows: (a) up to 15% of the stock options granted on the granting date; (b) up to 30% of the stock options granted as of six (6) months following the granting date; (c) up to 45% of the stock options granted as of twelve (12) months following the granting date; (d) up to 60% of the stock options granted as of eighteen (18) months following the granting date; (e) up to 75% of the stock options granted as of twenty-four (24) months following the granting date; (f) up to 90% of the stock options granted as of thirty (30) months following the granting date; and (g) up to 100% of the stock options granted as of thirty-six (36) months following the granting date.  The right of the Beneficiary to the stock option will only be available once vested.  The Beneficiary may exercise vested options within the validity period of five (5) years from date of grant.  In no event may Beneficiary exercise or have any rights to unvested options. In no event may Beneficiary exercise or have any rights in a stock option after the term of the validity period expires.


 -----Original Message-----
From: 	Ryan, Noel  
Sent:	Wednesday, July 11, 2001 1:55 PM
To:	Butler, Pam
Subject:	ESA Retention Plan

Pam

The ESA lawyers sent us a draft of the "evergreen agreement" that the employees are going to sign before they receive options and base salary increases.  Could you make sure the wording for the vesting schedule (highlighted in yellow) is acceptable.

 << File: retention 2001 options2.doc >> 

Noel Ryan
x 5-2527