Common use of Additional Terms of the Option Clause in Contracts

Additional Terms of the Option. Subject to the provisions of Paragraph 3 below, the Option shall have the following terms: 2.1 The effective date of the grant of the Option shall be the date first set forth above. 2.2 The Option shall vest as follows: January 15, 2002 25 % January 15, 2003 50 % January 15, 2004 75 % January 15, 2005 100 % 2.3 The foregoing vesting schedule notwithstanding, this Option shall immediately vest as to any Option shares that have not then become vested upon: (i) the termination of the employment of the Optionee by the Company as a result of the Optionee's death or "Disability" (as defined in Optionee's Employment Agreement dated as of January 15, 2001); or (ii) following a "Change in Control" of the Company (as defined below), (x) the termination of the employment of the Optionee by the Company other than for "Cause" (as defined in Optionee's Employment Agreement dated as of January 15, 2001), death or Disability or (y) the occurrence of a material diminution in Optionee's position or responsibilities with or compensation by the Company. For purposes hereof, a "Change in Control" of the Company shall be deemed to have occurred upon the earlier of: (a) the date that any "person" (as that term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under the Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities; or (b) the date of any annual or special meeting of shareholders at which a majority of the directors then elected are not individuals nominated by the Company's then incumbent Board; or (c) the date of approval by the shareholders of the Company of a plan of merger or consolidation of the Company in which such shareholders will not hold at least 75% of the combined voting power of the resulting entity immediately following such merger or consolidation, or the approval by the shareholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale of substantially all of the Company's assets. 2.4 The Option shall expire on January 15, 2011 (the "Expiration Date"). 2.5 To the extent vested, the Option may be exercised in whole or in part at any time and from time to time prior to the Expiration Date. 2.6 The Option must be exercised, if at all, as to a whole number of shares.

Additional Terms of the Option. Subject to the provisions of Paragraph 3 below, the Option shall have the following terms: 2.1 The effective date of the grant of the Option shall be the date first set forth above. 2.2 The Option shall vest as follows: January 15, 2002 25 Cumulative Date Percentage Vested ---- ----------------- __________________ __________% January 15, 2003 50 __________________ __________% January 15, 2004 75 % January 15, 2005 100 __________________ __________% 2.3 The foregoing vesting schedule notwithstanding, this Option shall immediately vest as to any Option shares that have not then become vested upon: (i) the termination of the employment of the Optionee by the Company as a result of the Optionee's death or "Disability" (as defined in Optionee's Employment Agreement dated as of January 15, 2001)disability; or (ii) following a "Change in Control" of the Company (as defined below)Company, (x) which for the termination of the employment of the Optionee by the Company other than for "Cause" (as defined in Optionee's Employment Agreement dated as of January 15, 2001), death or Disability or (y) the occurrence of a material diminution in Optionee's position or responsibilities with or compensation by the Company. For purposes hereof, a "Change in Control" of the Company hereof shall be deemed to have occurred upon the earlier of: (a) the date that any "person" (as that term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under the Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities; or (b) the date of any annual or special meeting of shareholders stockholders at which a majority of the directors then elected are not individuals nominated by the Company's then incumbent Board; or (c) the date of approval by the shareholders stockholders of the Company of a plan of merger or consolidation of the Company in which such shareholders stockholders will not hold at least 75% of the combined voting power of the resulting entity immediately following such merger or consolidation, or the approval by the shareholders stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale of substantially all of the Company's assets. 2.4 The Option shall expire on January 15October 26, 2011 2008 (the "Expiration Date"). 2.5 To the extent vested, the Option may be exercised in whole or in part at any time and from time to time prior to the Expiration Date. 2.6 The Option must be exercised, if at all, as to a whole number of shares.

Additional Terms of the Option. Subject to the provisions of Paragraph 3 below, the Option shall have the following terms: 2.1 The effective date of the grant of the Option shall be the date first set forth aboveis April 18, 1995. 2.2 The Option shall vest on the dates set forth below ("Vesting Dates") as follows: January 15to the number of shares set forth below. Percentage Annual Cumulative Date Vested Shares Vested Shares Vested March 31, 2002 25 1995 20% January 1514,190 14,190 March 31, 2003 50 1996 20% January 1514,190 28,380 March 31, 2004 75 1997 20% January 1514,190 42,570 March 31, 2005 100 %1998 20% 14,190 56,760 March 31, 1999 20% 14,189 70,949 2.3 The foregoing vesting schedule notwithstandingNotwithstanding anything to the contrary in paragraph 2.2 above, in the event the employment of the Optionee is terminated by the Company pursuant to Section 5.4 of the Employment Agreement, this Option shall immediately vest as to any Option shares that have not then become previously vested upon: in accordance with paragraph 2.2 above (i) the termination of the employment of the Optionee by the Company as a result of the Optionee's death or "Disability" (as defined in Optionee's Employment Agreement dated as of January 15, 2001); or (ii) following a "Change in Control" of the Company (as defined below), (x) the termination of the employment of the Optionee by the Company other than for "Cause" (as defined in Optionee's Employment Agreement dated as of January 15, 2001), death or Disability or (y) the occurrence of a material diminution in Optionee's position or responsibilities with or compensation by the Company. For purposes hereof, a "Change in Control" of the Company shall be deemed to have occurred upon the earlier of: (a) the date that any "person" (as that term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "ActUnvested Shares")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under the Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities; or (b) the date of any annual or special meeting of shareholders at which a majority of the directors then elected are not individuals nominated by the Company's then incumbent Board; or (c) the date of approval by the shareholders of the Company of a plan of merger or consolidation of the Company in which such shareholders will not hold at least 75% of the combined voting power of the resulting entity immediately following such merger or consolidation, or the approval by the shareholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale of substantially all of the Company's assets. 2.4 The Option shall expire on January 15the earlier of April 7, 2011 2004, or the applicable date specified below (the "Expiration Date"). 2.5 To a) Six (6) months following the extent vestedeffective date of the termination of the Optionee's employment by the Company on account of the Optionee's disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code"); b) One (1) year following the termination of the Optionee's employment by the Company on account of the Optionee's death; c) Thirty (30) days following the effective date of the termination of the Optionee's employment by the Company for any reason other than disability (as defined in paragraph (a) above) or death; d) The date of any sale, transfer or hypothecation, or any attempted sale, transfer or hypothecation in violation of Section 8 of the Plan which provides that an Option shall not be transferable or exercisable by any person other than the Optionee, except as provided in paragraphs (d)(1), (d)(2), and (d)(3), below: 1) In the event of the death of the Optionee, any Options held by the Optionee shall pass to the person or persons entitled thereto pursuant to the Will of the Optionee or the applicable laws of descent and distribution (a "Qualified Successor"). Any right under the Option may be which the Optionee could have exercised in whole or in part at any time and from time to time immediately prior to the Expiration Datedate of his death shall, subject to the terms of this paragraph 2.4 and paragraphs 2.6 and 2.7 below, be exercisable by his Qualified Successor for a period of one (1) year following his death. 2) In the event of the death of the Optionee following termination of his employment on account of disability, but prior to the expiration of the six (6) month period specified in paragraph 2.4 (a) above, this Option shall pass to and be exercisable by the Qualified Successor of the Optionee in the manner specified above for a period of one (1) year following the original termination of his employment. 3) In the event a guardian or conservator (a "Guardian") is appointed for the Optionee as the result of the termination of the Optionee's employment by the Company on account of Optionee's disability (as defined above) any Option held by the Optionee, which could have been exercised immediately prior to such termination of the employment, shall, subject to this paragraph 2.4 and paragraphs 2.6 The Option must and 2.7 below, be exercised, if at all, as to exercisable by the Guardian of the Optionee for a whole number period of sharessix (6) months following such termination of employment.

Additional Terms of the Option. Subject to the provisions of Paragraph 3 below, the The Option shall have the following terms: 2.1 The effective date of the grant of the Option shall be the date first set forth above. 2.2 The Option shall vest as follows: January 15Cumulative Date Shares April 14, 2002 25 % January 151996 60,000 April 14, 2003 50 % January 151997 60,000 April 14, 2004 75 % January 151998 60,000 April 14, 2005 100 %1999 60,000 April 14, 2000 60,000 2.3 Page 1- NONQUALIFIED STOCK OPTION AGREEMENT The foregoing vesting schedule notwithstanding, this Option shall immediately vest as to any Option shares that have not then become vested upon: (i) the termination of the employment of the Optionee by the Company without Cause (as such term is defined in the Employment Agreement, dated April 14, 1996, between the Company and Optionee), or as a result of the Optionee's ’s death or "Disability" (as defined in Optionee's Employment Agreement dated as of January 15, 2001)disability; or (ii) following a "“Change in Control" ” of the Company (as defined below)Company, (x) which for the termination of the employment of the Optionee by the Company other than for "Cause" (as defined in Optionee's Employment Agreement dated as of January 15, 2001), death or Disability or (y) the occurrence of a material diminution in Optionee's position or responsibilities with or compensation by the Company. For purposes hereof, a "Change in Control" of the Company hereof shall be deemed to have occurred upon the earlier of: (a) the date that any "“person" ” (as that term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "“Act"”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Companycompany, becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under the Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's ’s then outstanding securities; or (b) the date of any annual or special meeting of shareholders stockholders at which a majority of the directors then elected are not individuals nominated by the Company's ’s then incumbent Board; or (c) the date of approval by the shareholders stockholders of the Company of a plan of merger or consolidation of the Company in which such shareholders stockholders will not hold at least 75% of the combined voting power of the resulting entity immediately following such merger or consolidation, or the approval by the shareholders stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale of substantially all of the Company's ’s assets. 2.4 2.3 The Option shall expire on January 15the earlier of April 13, 2011 2006, or five years from the effective date of Optionee’s termination of employment with the Company (the "“Expiration Date"”). 2.5 2.4 To the extent vested, the Option may be exercised in whole or in part at any time and from time to time prior to the Expiration Date; provided, however, that in the event the Optionee shall voluntarily terminate his employment with the Company prior to April 14, 1997, this Option shall automatically terminate and any shares of Common Stock acquired by the Optionee pursuant to the exercise of this Option shall be sold back to the Company at the exercise price specified in Section 1 above. 2.6 2.5 The Option must be exercised, if at all, as to a whole number of shares.

Additional Terms of the Option. Subject to the provisions of Paragraph 3 below, the Option shall have the following terms: 2.1 The effective date of the grant of the Option shall be the date first set forth above.. EXHIBIT A Page 1 -------------------------------- Incentive Stock Option Agreement 2.2 The Option shall vest as follows: Cumulative Date Percentage Vested ---- ----------------- January 15, 2002 25 25% January 15, 2003 50 50% January 15, 2004 75 75% January 15, 2005 100 100% 2.3 The foregoing vesting schedule notwithstanding, this Option shall immediately vest as to any Option shares that have not then become vested upon: (i) the termination of the employment of the Optionee by the Company as a result of the Optionee's death or "Disability" (as defined in Optionee's Employment Agreement dated as of January 15, 2001); or (ii) following a "Change in Control" of the Company (as defined below), (x) the termination of the employment of the Optionee by the Company other than for "Cause" (as defined in Optionee's Employment Agreement dated as of January 15, 2001), death or Disability or (y) the occurrence of a material diminution in Optionee's position or responsibilities with or compensation by the Company. For purposes hereof, a "Change in Control" of the Company shall be deemed to have occurred upon the earlier of: (a) the date that any "person" (as that term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under the Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities; oror EXHIBIT A Page 2 -------------------------------- Incentive Stock Option Agreement (b) the date of any annual or special meeting of shareholders stockholders at which a majority of the directors then elected are not individuals nominated by the Company's then incumbent Board; or (c) the date of approval by the shareholders stockholders of the Company of a plan of merger or consolidation of the Company in which such shareholders stockholders will not hold at least 75% of the combined voting power of the resulting entity immediately following such merger or consolidation, or the approval by the shareholders stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale of substantially all of the Company's assets. 2.4 The Option shall expire on January 15, 2011 (the "Expiration Date"). 2.5 To the extent vested, the Option may be exercised in whole or in part at any time and from time to time prior to the Expiration Date. 2.6 The Option must be exercised, if at all, as to a whole number of shares.

Additional Terms of the Option. Subject to the provisions of Paragraph 3 below, the Option shall have the following terms: 2.1 The effective date of the grant of the Option shall be the date first set forth above. 2.2 The Option shall vest as follows: January 15Cumulative Date Percentage Vested ---- ----------------- -----------, 2002 25 % January 15---- -----% -----------, 2003 50 % January 15---- -----% -----------, 2004 75 % January 15, 2005 100 %---- -----% 2.3 The foregoing vesting schedule notwithstanding, this Option shall immediately vest as to any Option shares that have not then become vested upon: (i) the termination of the employment of the Optionee by the Company as a result of the Optionee's death or "Disability" (as defined in Optionee's Employment Agreement dated as of January 15, 2001)disability; or (ii) following a "Change in Control" of the Company (as defined below)Company, (x) which for the termination of the employment of the Optionee by the Company other than for "Cause" (as defined in Optionee's Employment Agreement dated as of January 15, 2001), death or Disability or (y) the occurrence of a material diminution in Optionee's position or responsibilities with or compensation by the Company. For purposes hereof, a "Change in Control" of the Company hereof shall be deemed to have occurred upon the earlier of: (a) the date that any "person" (as that term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under the Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities; or (b) the date of any annual or special meeting of shareholders stockholders at which a majority of the directors then elected are not individuals nominated by the Company's then incumbent Board; or (c) the date of approval by the shareholders stockholders of the Company of a plan of merger or consolidation of the Company in which such shareholders stockholders will not hold at least 75% of the combined voting power of the resulting entity immediately following such merger or consolidation, or the approval by the shareholders stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale of substantially all of the Company's assets. 2.4 The Option shall expire on January 15___________, 2011 _____ (the "Expiration Date"). 2.5 To the extent vested, the Option may be exercised in whole or in part at any time and from time to time prior to the Expiration Date. 2.6 The Option must be exercised, if at all, as to a whole number of shares.