Notice of Accelerated Vesting and Restrictions on Performance Unit Bonus Plan Stock Options

Summary

This letter notifies the recipient that the Management Resources Committee has approved the accelerated vesting of all stock options previously granted under the Performance Unit Bonus Plan. Due to new accounting regulations, any shares received from exercising these accelerated options cannot be sold or transferred until the original vesting date or the recipient's employment ends. During this period, the company will hold the shares, but the recipient retains voting and dividend rights. Written acceptance of these terms is required before exercising the options.

EX-10.25 33 b406663ex10-25.htm FORM OF NOTICE Prepared and filed by St Ives Financial

Exhibit 10.25

August 26, 2005
CONFIDENTIAL

[Name]
[Address]
[City, State, Zip Code]

Dear [Name],

I am writing to inform you, in case you are not already aware, that on June 2, 2005, the Management Resources Committee approved the accelerated vesting of all stock options previously granted to you in connection with your Performance Unit Bonus Plan awards.

This action followed a similar acceleration of vesting for other option grants which took place in January 2005. The accelerations were approved light of new accounting regulations that became effective as of July 1, 2005.

To prevent unintended personal benefits to holders of the accelerated PUBP options, there is a prohibition on the sale or transfer (including, for example, gifts or pledges) of shares received through the exercise of the accelerated PUBP options until the earlier of the original vesting date or your termination of employment. During the restricted period, shares resulting from your exercise of affected options will be held by the company, although you will be entitled to vote the shares and receive any dividends. If you seek to exercise any of these options before the restriction lapses, you will be required to accept these terms in writing before the exercise will be processed.

Please contact me or Pam Petriello at ###-###-#### if you have any questions.

Sincerely,

/s/ Barbara J. Kerr
Barbara J. Kerr
Vice President, Human Resources