Common use of Second Part Clause in Contracts

Second Part. If Optionee exercises the First Part within 60 days from the Grant Date, the Company grants Optionee the right and option to purchase from the Company ----------- shares of the Company's Common Stock at a price equal to 100% of the closing price of the Company's Common Stock on the New York Stock Exchange for the day prior to the Stock Purchase Agreement Execution Date, as reported in The Wall Street Journal, (the "Second Part"). The options granted under this Second Part shall not be immediately exercisable, but shall be exercisable according to the following schedule: Number of Option Shares Date Exercisable ----------- 1 year after the Grant Date ----------- 2 years after the Grant Date ----------- 3 years after the Grant Date ----------- 4 years after the Grant Date ----------- 5 years after the Grant Date This grant of the Second Part is conditioned upon the agreement by Optionee not to sell or otherwise transfer the shares acquired under this Second Part until at least six (6) months from the date of exercise. No portion of this Second Part shall be exercisable more than ten (10) years after the Grant Date. The Second Part may be exercised in installments. This Second Part is not intended to be an incentive stock option within the meaning of Section 422 of the Code.

Second Part. If Optionee exercises the First Part within 60 days from the Grant Date, the Company grants Optionee the right and option to purchase from the Company ----------- ------------- shares of the Company's Common Stock at a price equal to 100% of the closing price of the Company's Common Stock on the New York Stock Exchange for the day prior to the Stock Purchase Agreement Execution Date, as reported in The Wall Street Journal, (the "Second Part"). The options granted under this Second Part shall not be immediately exercisable, but shall be exercisable according to the following schedule: Number of Option Shares Date Exercisable ----------- ----- 1 year after the Grant Date ----------- ----- 2 years after the Grant Date ----------- ----- 3 years after the Grant Date ----------- ----- 4 years after the Grant Date ----------- ----- 5 years after the Grant Date This grant of the Second Part is conditioned upon the agreement by Optionee not to sell or otherwise transfer the shares acquired under this Second Part until at least six (6) months from the date of exercise. No portion of this Second Part shall be exercisable more than ten (10) years after the Grant Date. The Second Part may be exercised in installments. This Second Part is not intended to be an incentive stock option within the meaning of Section 422 of the Code. Notwithstanding anything to the contrary contained in this Section 3, if the Optionee exercises the First Part within 60 days of the Grant Date, the Second Part shall be immediately exercisable if Optionee is terminated by the Company without Cause.

Second Part. If Optionee exercises the First Part within 60 days from the Grant Date, the Company grants Optionee the right and option to purchase from the Company ----------- 233,310 shares of the Company's Common Stock at a price equal to 100% of the closing price of the Company's Common Stock on the New York Stock Exchange for the day prior to the Stock Purchase Agreement Execution Date, as reported in The Wall Street Journal, (the "Second Part"). The options granted under this Second Part shall not be immediately exercisable, but shall be exercisable according to the following schedule: Number of Option Shares Date Exercisable ----------- 46,662 1 year after the Grant Date ----------- 46,662 2 years after the Grant Date ----------- 46,662 3 years after the Grant Date ----------- 46,662 4 years after the Grant Date ----------- 46,662 5 years after the Grant Date This grant of the Second Part is conditioned upon the agreement by Optionee not to sell or otherwise transfer the shares acquired under this Second Part until at least six (6) months from the date of exercise. No portion of this Second Part shall be exercisable more than ten (10) years after the Grant Date. The Second Part may be exercised in installmentsincrements. This Second Part is not intended to be an incentive stock option within the meaning of Section 422 of the Code.

Second Part. If Optionee exercises the First Part within 60 90 days from the Grant Date, the Company grants Optionee the right and option to purchase from the Company ----------- shares of the Company's Common Stock at a price equal to 100% of the closing price of the Company's Common Stock on the New York Stock Exchange for the day prior to the Stock Purchase Agreement Execution Date, as reported in The Wall Street Journal, (the "Second Part"). The options granted under this Second Part shall not be immediately exercisable, but shall be exercisable according to the following schedule: Number of Option Shares Date Exercisable ----------- ----------------------- ---------------- 1 year after the Grant Date ----------- ----- 2 years after the Grant Date ----------- ----- 3 years after the Grant Date ----------- ----- 4 years after the Grant Date ----------- ----- 5 years after the Grant Date ----- This grant of the Second Part is conditioned upon the agreement by Optionee not to sell or otherwise transfer the shares acquired under this Second Part until at least six (6) months from the date of exercise. No portion of this Second Part shall be exercisable more than ten (10) years after the Grant Date. The Second Part may be exercised in installments. This Second Part is not intended to be an incentive stock option within the meaning of Section 422 of the Code.

Second Part. If Optionee exercises the First Part within 60 days from the Grant Date, the Company grants Optionee the right and option to purchase from the Company ----------- shares of the Company's Common Stock at a price equal to 100% of the closing price of the Company's Common Stock on the New York Stock Exchange for the day prior to the Stock Purchase Agreement Execution Grant Date, as reported in The Wall Street Journal, (the "Second Part"). The options granted under this Second Part shall not be immediately exercisable, but shall be exercisable according to the following schedule: Number of Option Shares Date Exercisable ----------- ----------------------- ---------------- 1 year after the Grant Date ----------- ----- 2 years after the Grant Date ----------- ----- 3 years after the Grant Date ----------- ----- 4 years after the Grant Date ----------- ----- 5 years after the Grant Date ----- This grant of the Second Part is conditioned upon the agreement by Optionee not to sell or otherwise transfer the shares acquired under this Second Part until at least six (6) months from the date of exercise. No portion of this Second Part shall be exercisable more than ten (10) years after the Grant Date. The Second Part may be exercised in installments. This Second Part is not intended to be an incentive stock option within the meaning of Section 422 of the Code.