OF OPTION SHARES. (a) Ordinary Vesting of Unvested Options. Beginning on March 10, ------------------------------------ 1998, and on each of the subsequent annual anniversaries of that date as hereinbelow specified, the percentage of the Option Shares hereinbelow specified shall become vested; provided, however that there has been no Termination As A -------- ------- Director and the Company does not fail or refuse to nominate Optionee as a director and Optionee is thereafter elected on or prior to such applicable grant date: Date Shares ---- ------

OF OPTION SHARES. The Option Shares shall vest ("Vest" and derivations) and become "Vested Option Shares" on the dates ("Vesting Dates") set forth in the following Vesting Schedule:

OF OPTION SHARES. The Option Shares shall vest and become exercisable in accordance with the following schedule: (a) 1,250,000 of the Option Shares shall be vested and exercisable as of the Grant Date; (b) 1,000,000 of the Option Shares shall become vested and exercisable on March 18, 1999, provided Optionee remains an employee of the Corporation as of such date; and (c) 1,000,000 of the Option Shares shall become vested and exercisable on March 18, 2000, provided Optionee remains an employee of the Corporation as of such date. In addition, the Option Shares shall become immediately vested and fully exercisable upon a Change in Control. Any vested portion of the Option Shares not purchased on its vesting date may be purchased thereafter; provided, however, that the Option granted hereunder shall terminate upon the expiration of the Option Term. Optionee shall have the right hereunder to purchase solely the Option Shares which have become vested and exercisable under this Agreement and any portion of the Option Shares which shall not have become vested and exercisable hereunder shall terminate and be forfeited by Optionee upon termination of Optionee's status as an employee of the Corporation.

OF OPTION SHARES. (a) VESTING SCHEDULE. Subject to the expiration or earlier termination of the Option, and except as otherwise provided in Sections 2(b) and 2(c), the Option shall vest and become exercisable with respect to the following percentages of the Option Shares on the following vesting dates, provided that Optionee is then employed by the Company and shall have been continuously employed by the Company from the Award Date through such dates: -------------------------------- ------------------------------------------ CUMULATIVE PERCENTAGE OF OPTION SHARES VESTING DATE VESTED ON SUCH VESTING DATE -------------------------------- ------------------------------------------ January 1, 2003 25% -------------------------------- ------------------------------------------ July 1, 2003 37.5% -------------------------------- ------------------------------------------ January 1, 2004 50% -------------------------------- ------------------------------------------ July 1, 2004 62.5% -------------------------------- ------------------------------------------ January 1, 2005 75% -------------------------------- ------------------------------------------ July 1, 2005 87.5% -------------------------------- ------------------------------------------ January 1, 2006 100% -------------------------------- ------------------------------------------ Notwithstanding the foregoing sentence, and except as otherwise provided herein, the above described vesting shall cease and no unvested Option Shares shall vest after the date on which your employment with the Company terminates for any reason.

OF OPTION SHARES. 3.1. The Option Shares shall vest as follows: (i) __% of the Option Shares shall vest and become exercisable on the date that is ___________ months from the Effective Date and (ii) ____th of the Option Shares shall vest and become exercisable at the end of each month thereafter for _______________ months; provided that Optionee remains an employee of the Corporation as of each such date.

OF OPTION SHARES. The vesting base date (the "Vesting Base Date") shall be the same date as the grant date set forth in Item B above; the Option Shares shall vest on the first anniversary of the Vesting Base Date at the rate specified in Item F above; the Option Shares shall vest at the end of each full period thereafter at the rate specified in Item G above.

Related to OF OPTION SHARES

Purchase of Option Shares Subject to all the terms and conditions of this Agreement, the Company grants to the Representative on behalf of the Underwriters the Option to purchase, severally and not jointly, all or less than all of the Option Shares. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five business days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Firm Shares to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with the number of Firm Shares, is set forth on Schedule A opposite such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
Option Shares In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in Section 1(a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase the Option Shares in proportion to the number of Initial Shares set forth opposite the names of the Underwriters in Schedule I hereto, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time (but not more than twice) only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell to each Underwriter the proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares after the initial public offering to such extent as the Underwriters may determine.
Delivery of Option Shares The Company shall deliver a certificate for the Option Shares to the Employee as soon as practicable after payment therefor.
Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.
The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.
Conditions to Purchase of Option Shares In the event that the Underwriters exercise their option provided in Section 3(b) hereof to purchase all or any portion of the Option Shares, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representative shall have received:
Initial Shares As used herein, “Initial Shares” means 127,669 shares of the Class, subject to adjustment from time to time pursuant to the provisions of this Warrant.
Free Shares Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
Option to Purchase Shares The Company hereby grants to the Optionee an Option (the “Option”), pursuant to the Plan, to purchase up to ________________ (___________) shares of the Company’s common stock (the “Stock”). The Option Price for each share of Stock shall be ____________________Dollars and ______________ Cents ($______), which is acknowledged to be 100% of the Fair Market Value of each share of Stock as of the date hereof. The Option shall be exercisable for the number of shares of Stock and during the specific exercise periods (“Exercise Period(s)”) set forth in the following table: Number of Shares Exercise Period _______________________ (___________) Shares ________________1 through ______________
Common Shares 4 Company...................................................................................... 4

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