2
Upon the terms and subject to the conditions set forth in the Offer to
Exchange dated April 30, 2001 (the "Offer to Exchange") and in this Letter of
Transmittal (this "Letter" and, together with the Offer to Exchange, as they may
be amended or supplemented from time to time, the "Offer"), I hereby tender to
the Company the options to purchase Option Shares specified in the table on page
1 of this Letter (the "Tendered Options") in exchange for new options for the
same number of Option Shares subject to the Tendered Options that the Company
accepts for exchange (the "New Options"). Subject to, and effective upon, the
Company's acceptance for exchange of the Tendered Options in accordance with the
terms and subject to the conditions of the Offer (including, if the Offer is
extended or amended, the terms and conditions of any such extension or
amendment), I hereby sell, assign and transfer to, or upon the order of, the
Company all right, title and interest in and to the Tendered Options.
I hereby represent and warrant that I have full power and authority to
tender the Tendered Options and that, when and to the extent the Tendered
Options are accepted for exchange by the Company, the Tendered Options will be
free and clear of all security interests, liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating to the
sale or transfer thereof (other than pursuant to the applicable option
agreement) and the Tendered Options will not be subject to any adverse claims.
Upon request, I will execute and deliver any additional documents deemed by the
Company to be necessary or desirable to complete the exchange of the Tendered
Options pursuant to the Offer.
The name of the registered holder of the Tendered Options appears below
exactly as it appears on the option agreement or agreements representing the
Tendered Options. In the appropriate boxes of the table on page 1 of this
Letter, I have listed for each Tendered Option the total number of Option Shares
subject to the Tendered Option, the grant date of the Tendered Option and the
exercise price.
I understand and acknowledge that:
(1) I may tender all, some or none of the eligible options I
currently hold pursuant to the Offer, and if I choose to
tender an option, I must tender, and will be deemed to have
tendered, the whole option (no partial tender of options).
(2) All Tendered Options properly tendered prior to 5:00 P.M.,
Central time, on May 29, 2001, unless the Company has extended
the period of time the Offer will remain open (the "Expiration
Date"), and not properly withdrawn will be exchanged for New
Options, upon the terms and subject to the conditions of the
Offer, including the conditions described in Sections 1 and 6
of the Offer to Exchange.
(3) Upon the Company's acceptance of the Tendered Options for
exchange, this Letter will constitute an amendment to the
option agreement or agreements to which the Tendered Options
are subject. All New Options will be subject to the terms and
conditions of the Company's 1999 Stock Option Plan (a copy of
which I have received) and the terms of a new option agreement
between the Company and me, a copy of which I will receive
after the New Options are granted.