Common use of Commencement of Exercisability Clause in Contracts

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement. (b) No portion of the Option, which is an unexercisable installment under Subsection (a) above at Termination of Employment, shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Subject to Sections 3.1(c), 3.l(d) and 3.3, the Base Option shall vest and become exercisable in four cumulative installments provided that the Optionee remains continuously employed or engaged in active service by the Company or any of its Subsidiaries (and no Termination of Services occurs) from the Grant Date through such date as follows, except as otherwise provided herein: (i) The first installment shall consist of twenty-five percent (25%) 10% of the shares covered by the Base Option and shall vest and become exercisable on the first anniversary of the date the Option was granted.December 31, 2015; (ii) The second installment shall consist of an additional twenty five percent (25%) 30% of the shares covered by the Base Option and shall vest and become exercisable on the second anniversary of the date the Option was granted.December 31, 2016; (iii) The third installment shall consist of an additional twenty five percent (25%) 30% of the shares covered by the Base Option and shall vest and become exercisable on the third anniversary of the date the Option was granted.December 31, 2017; and (iv) The fourth installment shall consist of twenty five percent (25%) 30% of the shares covered by the Base Option and shall vest and become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the OptionDecember 31, except as otherwise provided in this Agreement2018. (b) No portion The Outperformance Option shall vest and become exercisable upon a Change in Control occurring as a result of a definitive transaction document entered into by the OptionCompany on or prior to June 30, which is an unexercisable installment under Subsection 2016, provided that the Optionee remains continuously employed or engaged in active service by the Company or any of its Subsidiaries (a) above at and no Termination of Employment, shall thereafter become exercisable, unless Services occurs) from the Grant Date through the occurrence of such Change in Control. Except as set forth in this Section 3.1(b) or as otherwise determined by the Committee, no portion of the Outperformance Option which is unexercisable as of July 1, 2016 shall thereafter become exercisable. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) abovethe foregoing provisions of this Section 3.1 but subject to Section 3.3, upon a Change of in Control, all provided that the Optionee remains continuously employed or engaged in active service by the Company or any of its Subsidiaries (and no Termination of Services occurs) from the Grant Date through the consummation of such Change in Control, 100% of the Base Option installments not yet exercisable shall become fully vested and exercisable immediately prior to the occurrence of such Change in Control. (d) Upon Termination of Services (i) by the Company without Cause, (ii) by the Optionee for Good Reason, or (iii) due to death or Disability, in each case, during the three-month period immediately prior to any December 31st on which an installment is eligible to vest pursuant to Section 3.1(a), a Prorated Percentage of the shares covered by the Base Option shall become exercisable. ”Prorated Percentage” shall mean the product of (A) the percentage of the shares covered by the Base Option that would have vested had the Optionee remained employed through December 31 of the year in which Termination of Service occurs, and (B) a fraction, the numerator of which is the number of full months of employment or service of the Optionee during the period beginning on the December 31st immediately prior to the Termination of Services and ending on the date of Termination of Services and the denominator of which is twelve (12). Except as set forth in this Section 3.1(d) or as otherwise determined by the Committee, no portion of the Option which is unexercisable at Termination of Services for any reason shall thereafter become exercisable.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to 25% of the Shares subject to such Option on each of the first four (4) anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this Agreementvesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) No portion Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the OptionOptionee’s employment by reason of the Optionee’s Disability, which is an unexercisable installment under Subsection the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (a) above at Termination of Employmentbut only to the extent such Option has not otherwise terminated, shall thereafter been forfeited or become exercisable, unless otherwise determined by the Committee). (c) Notwithstanding Subsections Section 3.1(a) and 3.1(b) above, upon in the event the Optionee experiences a Change of ControlQualifying Termination, all the Option installments not yet exercisable shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to 25% of the Shares subject to such Option on each April 1 of the four (4) fiscal years following the fiscal year in which the Grant Date occurs, as set forth on Schedule A hereto (each such date, a “Vesting Date”). To the extent this Agreementvesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) No portion Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the OptionOptionee’s employment by reason of the Optionee’s Disability, which is an unexercisable installment under Subsection the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (a) above at Termination of Employmentbut only to the extent such Option has not otherwise terminated, shall thereafter been forfeited or become exercisable, unless otherwise determined by the Committee). (c) Notwithstanding Subsections Section 3.1(a) and 3.1(b) above, upon in the event the Optionee experiences a Change of ControlQualifying Termination, all the Option installments not yet exercisable shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which that becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement. (b) No portion of the Option, which is an unexercisable installment under Subsection (a) above at Termination of Employment, shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Subject to Sections 3.1(b), 3.1(c) and 3.3, the Option shall become vested and exercisable in four cumulative installments such amounts and at such times as follows: (i) The first installment shall consist of twenty-five percent (25%) of are set forth in the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this AgreementGrant Notice. (b) No portion of the Option, Option which is an unexercisable installment under Subsection (a) above has not become vested and exercisable at Termination the date of Employment, the termination of Participant’s Continuous Service shall thereafter become vested and exercisable, unless (and such unvested portion shall be deemed forfeited), except as set forth in Section 3.1(c) or as may be otherwise determined provided by the CommitteeCommittee or as set forth in a written agreement between the Company and the Participant. (c) If the Participant’s Continuous Service terminates as a result of the death or Disability of the Participant, then vesting of the 5-Year Option may continue after termination of Continuous Service with respect to a percentage of the then-remaining unvested Options as provided below: Prior to January 1, 2024 20% On or after January 1, 2024 but prior to January 1, 2025 40% On or after January 1, 2025 but prior to January 1, 2026 60% On or after January 1, 2026 but prior to January 1, 2027 80% On or after January 1, 2027 100% The percentage of remaining Options permitted to vest will be spread ratably over the then-remaining performance years of the five-year vesting schedule and will remain subject to the vesting conditions set forth in Exhibit B. (d) Notwithstanding Subsections 3.1(a) and anything to the contrary in this Agreement or Exhibit B, (but subject to Section 3.1(b) aboveof this Agreement), upon immediately prior to the occurrence of a Change of Control, all Option installments not yet exercisable a percentage of the unvested Options that remain eligible for vesting with respect to the then-current performance year and each remaining performance year, if any (each, a “Remaining Year”), shall become vested and exercisable in an amount equal to the greater of: (i) a percentage equal to the aggregate Annual Amounts(s) earned through such date in accordance with Exhibit B divided by the maximum aggregate Annual Amounts(s) that could have been earned through such date; and (ii) the Annual Amount(s) that would have been earned for each applicable Remaining Year if each such determination had been based on the price per Share paid at closing of the Change of Control transaction instead of AOP; provided that if no performance year has been completed at the time of the Change of Control, then all unvested Options that remain eligible for vesting shall become vested and exercisable immediately exercisableprior to the occurrence of a Change of Control. (e) Notwithstanding anything to the contrary in this Agreement or Exhibit B (but subject to Section 3.1(b) of this Agreement), if the closing price of the Company’s common stock on the New York Stock Exchange exceeds an amount equal to (i) two times the Exercise Price, less (ii) the amount of any dividends per share paid after the date hereof, on any 60 trading days during any consecutive 12-month period commencing on or after the first day of the third performance year covered by this Option and ending on or prior to the last day of the fifth performance year covered by this Option (the 60th day on which such price threshold is met during such period, the “Trigger Date”), then all Options that remain unvested as of the Trigger Date shall no longer be subject to the performance-based conditions set forth on Exhibit B and shall vest as follows: (i) if the Trigger Date is prior to the first day of the fifth performance year covered by this Option, then 50% of such unvested Options shall vest effective as of the last day of the fourth performance year covered by this Option and the remaining 50% of such unvested Options shall vest effective as of the last day of the fifth performance year covered by this Option, in each case subject to the Participant’s Continuous Service through such vesting date; and (ii) if the Trigger Date is during the fifth performance year covered by this Option, then 100% of such unvested Options shall vest effective as of the last day of the fifth performance year, subject to the Participant’s Continuous Service through such date.

Commencement of Exercisability. (a) The Subject to Sections 3.1(b), 3.1(c) and 3.3, the Option shall become vested and exercisable in four cumulative installments such amounts and at such times as follows: (i) The first installment shall consist of twenty-five percent (25%) of are set forth in the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this AgreementGrant Notice. (b) No portion of the Option, Option which is an unexercisable installment under Subsection (a) above has not become vested and exercisable at Termination the date of Employment, the termination of Participant’s Continuous Service shall thereafter become vested and exercisable, unless except as set forth in Section 3.1(c) or as may be otherwise determined provided by the CommitteeCommittee or as set forth in a written agreement between the Company and the Participant. (c) If the Participant’s Continuous Service terminates as a result of the death or Disability of the Participant, then vesting of the Option will continue after termination of Continuous Service as provided below: Prior to January 1, 2022 0% On or after January 1, 2022 but prior to January 1, 2023 20% On or after January 1, 2023 but prior to January 1, 2024 40% On or after January 1, 2024 but prior to January 1, 2025 60% On or after January 1, 2025 but prior to January 1, 2026 80% On or after January 1, 2026 100% The percentage of remaining Options permitted to vest will be spread ratably over the vesting schedule and will remain subject to the vesting conditions set forth in Exhibit B. Notwithstanding Subsections 3.1(a) and 3.1(b) aboveanything to the contrary in this Agreement or Exhibit B, upon immediately prior to the occurrence of a Change of Control, all Option installments not yet exercisable a percentage of the unvested Options that remain eligible for vesting with respect to the then-current performance year and each remaining performance year, if any (each, a “Remaining Year”), shall become vested and exercisable in an amount equal to the greater of: (i) a percentage equal to the average of the Annual Amounts that vested in the two prior performance years in accordance with Exhibit B (or, if only one performance year has been completed at the time of the Change of Control, a percentage equal to the Annual Amount earned for such year); and (ii) the Annual Amount(s) that would have been earned for each applicable Remaining Year if each such determination had been based on the price per Share paid at closing of the Change of Control transaction instead of AOP; provided that if no performance year has been completed at the time of the Change of Control, then all unvested Options that remain eligible for vesting shall become vested and exercisable immediately exercisableprior to the occurrence of a Change of Control.

Commencement of Exercisability. (a) The Subject to accelerated vesting pursuant to subsection (e) and Section 3.3, 33.33% of the Option shall become exercisable in four cumulative installments provided that the Optionee remains continuously employed in active service by the Company from the Grant Date through such date as follows: (i) The first installment shall consist of twenty-five percent (25%) 4.13333% of the shares covered by the Option and which shall become exercisable on the first anniversary of the date the Option was granted.Grant Date; (ii) The second installment shall consist of an additional twenty five percent (25%) 7.29925% of the shares covered by the Option and which installment shall become exercisable at the rate of 25% of the installment on the second anniversary last day of each calendar quarter in the date the Option was granted.year ending December 31, 2006; (iii) The third installment shall consist of an additional twenty five percent (25%) 7.29925% of the shares covered by the Option and which installment shall become exercisable at the rate of 25% of the installment on the third anniversary last day of each calendar quarter in the date the Option was granted.year ending December 31, 2007; (iv) The fourth installment shall consist of twenty five percent (25%) 7.29925% of the shares covered by the Option and which installment shall become exercisable at the rate of 25% of the installment on the fourth anniversary last day of each calendar quarter in the year ending December 31, 2008; and. (v) The fifth installment shall consist of 7.29925% of the date shares covered by the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each which installment which becomes shall become exercisable shall remain exercisable during at the term rate of 25% of the Optioninstallment on the last day of each calendar quarter in the year ending December 31, except as otherwise provided in this Agreement2009. (b) No portion Subject to subsections (c) and (e) and Section 3.3, 66.66% of the Option, which is an unexercisable installment under Subsection (a) above at Termination shares subject to the Option shall become fully exercisable on the day immediately preceding the eighth anniversary of Employment, shall thereafter become exercisable, unless otherwise determined the Grant Date provided that the Optionee remains continuously employed in active service by the CommitteeCompany from the Grant Date through such date. (c) Notwithstanding Subsections 3.1(asubsection (b) but subject to subsection (e) and 3.1(bSection 3.3: (i) aboveAn installment consisting of 7.2900% of the shares covered by the Option shall become exercisable on March 31, 2006 and an installment consisting of 14.8425% of the shares covered by the Option shall become exercisable on, or within 120 days following, December 31 of each calendar year 2006 through 2009, if the EBITDA as of such December 31 equals or exceeds the applicable EBITDA Target for such year. (ii) If the EBITDA as of the end of any calendar year 2005 through 2009 is less than the applicable EBITDA Target with respect to such year, that portion of the Option that was subject to accelerated exercisability pursuant to Section 3.1(c)(i) with respect to such year shall become exercisable on, or within 120 days following, the first December 31 thereafter as of which (A) the EBITDA as of such December 31 equals or exceeds the applicable EBITDA Target for such year and (B) the Cumulative EBITDA equals or exceeds the applicable Cumulative EBITDA Target through such December 31. (d) The Committee shall determine, in the good faith exercise of its discretion whether the respective EBITDA and Cumulative EBITDA Targets have been met, and shall determine the extent, if any, to which the Option has become exercisable, on any such date as the Committee in the good faith exercise of its sole discretion shall determine; provided, however, that with respect to each calendar year such date shall not be later than the 120th day following December 31 of such calendar year. (e) Notwithstanding the foregoing provisions of this Section 3.1, but subject to Section 3.3 and to the Board’s authority to otherwise accelerate vesting in the exercise of its sole discretion, upon a Change of in Control, which occurs within 4 years of the Closing, through which the Principal Stockholders receive Proceeds greater than or equal to the sum of the Target Amounts with respect to all Investments, the Option installments not yet exercisable shall become fully vested and exercisable immediately prior to the effective date of such Change in Control. (f) No portion of the Option which is unexercisable at Termination of Employment shall thereafter become exercisable.

Commencement of Exercisability. (a) The Option So long as the Grantee continues to be employed by the Company, this Award shall become vested and exercisable with respect to 25% of the SARs on each of the first four anniversaries of the Grant Date (each such date, together with any date on which the SARs shall vest pursuant to Section 3.1(b)(1) or Section 3.1(b)(3), a “Vesting Date”). Except as provided in four cumulative installments Section 3.1(b), or as followsotherwise provided by the Committee, no part of this Award shall become vested as to any additional SARs as of any date following the termination of Grantee’s employment with the Company for any reason and any SAR, which is (or determined to be) unvested as of the Grantee’s termination of employment, shall immediately expire without payment therefor. (b) Notwithstanding the foregoing, any unvested SARs may become vested prior to the applicable Vesting Date, or continue to vest (and not be forfeited) following Xxxxxxx’s termination of employment, under the following circumstances: (i1) The first installment Upon the occurrence of a Change in Control: (A) In the event the entity surviving the Change in Control (the “Successor”) assumes the Award granted hereby, if the Grantee’s employment with the Successor is terminated without Cause by the Successor, or terminates for Good Reason by the Grantee or on account of Grantee’s death, Permanent Disability, or Retirement prior to an applicable Vesting Date, all unvested SARs not previously forfeited shall consist immediately vest and become exercisable as of twenty-five percent the date of such termination of employment for the applicable period set forth in Section 3.2; (25%B) In the event the Successor does not assume the Award granted hereby, all SARs not previously forfeited shall vest (if not already vested) immediately prior to the effective date of the Change in Control, and shall be cancelled in exchange for the payment described in Section 9(b)(i) of the shares covered by Plan as of the Option and shall become exercisable effective date of the Change in Control; (2) Upon the Grantee’s Retirement on or after the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the OptionGrant Date, except as otherwise provided by Section 3.1(b)(1), any unvested SARs shall immediately thereupon vest and shall not be forfeited, but shall become exercisable only at the time such SARs would have become exercisable in accordance with Section 3(a) or this AgreementSection 3(b) had the Grantee remained employed with the Company through each applicable Vesting Date or Grantee’s earlier death or Permanent Disability; for the avoidance of doubt, in the event of Xxxxxxx’s Retirement prior to such one year anniversary of the Grant Date, unless otherwise provided in Section 3.1(b)(1)(A), no part of this Award shall become vested and all SARs subject to this Award shall immediately expire without payment therefor. (b3) No portion In the event of the OptionGrantee’s termination of employment on account of Grantee’s death or Permanent Disability on or after the first anniversary of the Grant Date, which is an unexercisable installment under Subsection (a) above at Termination all unexercised SARs not previously forfeited shall vest and become exercisable immediately upon such termination; for the avoidance of Employmentdoubt, shall thereafter become exercisablein the event of Xxxxxxx’s termination of employment due to death or Permanent Disability prior to such one year anniversary of the Grant Date, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) aboveprovided in Section 3.1(b)(1)(A), upon a Change no part of Control, all Option installments not yet exercisable this Award shall become vested and all SARs subject to this Award shall immediately exercisableexpire without payment therefor.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which that becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement. Alternatively, Options, granted under this Agreement to employees participating in the Senior Executive Leadership Compensation Plan (annual bonus plan), who (i) die, (ii) become disabled (as described in Subsection 3.3(b) below) or (iii) retire under the Company’s retirement plan, have worked for the Company for ten (10) or more years, and have a combination of age and service with the Company of seventy five (75) or more, will vest as of the date of death, disability or Termination of Employment, as applicable. (b) No portion of the Option, Option which is an unexercisable installment not exercisable under Subsection (a) above at Termination of Employment, Employment shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Subject to Sections 3.1(b), 3.1(c) and 3.3, the Option shall become vested and exercisable in four cumulative installments such amounts and at such times as follows: (i) The first installment shall consist of twenty-five percent (25%) of are set forth in the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this AgreementGrant Notice. (b) No portion of the Option, Option which is an unexercisable installment under Subsection (a) above has not become vested and exercisable at Termination the date of Employment, the termination of Participant’s Continuous Service shall thereafter become exercisablevested and exercisable (and such unvested portion shall be deemed forfeited), unless except as set forth in Section 3.1(c) or as may be otherwise determined provided by the CommitteeCommittee or as set forth in a written agreement between the Company and the Participant. (c) If the Participant’s Continuous Service terminates as a result of the death or Disability of the Participant, then vesting of the Option may continue after termination of Continuous Service with respect to a percentage of the then-remaining unvested Options as provided below: Prior to January 1, 2024 20% On or after January 1, 2024 but prior to January 1, 2025 40% On or after January 1, 2025 but prior to January 1, 2026 60% On or after January 1, 2026 but prior to January 1, 2027 80% On or after January 1, 2027 100% The percentage of remaining Options permitted to vest will be spread ratably over the then-remaining performance years of the five-year vesting schedule and will remain subject to the vesting conditions set forth in Exhibit B. (d) Notwithstanding Subsections 3.1(a) and anything to the contrary in this Agreement or Exhibit B (but subject to Section 3.1(b) aboveof this Agreement), upon immediately prior to the occurrence of a Change of Control, all Option installments not yet exercisable a percentage of the unvested Options that remain eligible for vesting with respect to the then-current performance year and each remaining performance year, if any (each, a “Remaining Year”), shall become vested and exercisable in an amount equal to the greater of: (i) a percentage equal to the aggregate Annual Amount(s) earned through such date in accordance with Exhibit B, divided by the maximum aggregate Annual Amount(s) that could have been earned through such date; and (ii) the Annual Amount(s) that would have been earned for each applicable Remaining Year if each such determination had been based on the price per Share paid at closing of the Change of Control transaction instead of AOP; provided that if no performance year has been completed at the time of the Change of Control, then all unvested Options that remain eligible for vesting shall become vested and exercisable immediately exercisableprior to the occurrence of a Change of Control. (e) Notwithstanding anything to the contrary in this Agreement or Exhibit B (but subject to Section 3.1(b) of this Agreement), if the closing price of the Company’s common stock on the New York Stock Exchange exceeds an amount equal to (i) two times the Exercise Price, less (ii) the amount of any dividends per share paid after the date hereof, on any 60 trading days during any consecutive 12-month period commencing on or after the first day of the third performance year covered by this Option and ending on or prior to the last day of the fifth performance year covered by this Option (the 60th day on which such price threshold is met during such period, the “Trigger Date”), then all Options that remain unvested as of the Trigger Date shall no longer be subject to the performance-based conditions set forth on Exhibit B and shall vest as follows: (i) if the Trigger Date is prior to the first day of the fifth performance year covered by this Option, then 50% of such unvested Options shall vest effective as of the last day of the fourth performance year covered by this Option and the remaining 50% of such unvested Options shall vest effective as of the last day of the fifth performance year covered by this Option, in each case subject to the Participant’s Continuous Service through such vesting date; and (ii) if the Trigger Date is during the fifth performance year covered by this Option, then 100% of such unvested Options shall vest effective as of the last day of the fifth performance year, subject to the Participant’s Continuous Service through such date.

Commencement of Exercisability. (a) The Subject to subsections (b) and (c) and Section 3.3, the Option shall become vested and exercisable in four cumulative three installments as follows: (i) The first installment shall consist of twentyone-five percent third (25%1/3) of the shares covered by the Option and shall become vested and exercisable on the first anniversary of the date the Option was granted.Grant Date; (ii) The second installment shall consist of an additional twenty five percent one-third (25%1/3) of the shares covered by the Option and shall become vested and exercisable on the second anniversary of the date the Option was granted.Grant Date; and (iii) The third installment shall consist of an additional twenty five percent one-third (25%1/3) of the shares covered by the Option and shall become vested and exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this AgreementGrant Date. (b) No portion Notwithstanding anything to the contrary in the Plan and subsection (a), but subject to subsection (c) and Section 3.3, the Option shall become fully vested and exercisable effective as of the Option, which is an unexercisable installment under Subsection (a) above at date of the Optionee’s Termination of Employment, shall thereafter become exercisable, unless otherwise determined Employment (x) by the CommitteeCompany or any of its Subsidiaries without Cause (other than due to death or Disability) or (y) by the Optionee for Good Reason, in each case, that occurs within the twenty-four (24) month period following the consummation of a Change in Control. (c) Notwithstanding Subsections 3.1(aNo portion of the Option which is unexercisable at Termination of Employment shall thereafter become exercisable; provided, however, that in the event of a Termination of Employment due to Retirement, the Option shall continue to vest in accordance with subsection (a) as if the Optionee had remained employed by the Company and 3.1(b) aboveits Subsidiaries through each applicable anniversary of the Grant Date, upon subject to the Optionee’s compliance with the restrictive covenants set forth in Section 5.1 and his execution, delivery and non-revocation of a Change waiver and release of Control, all Option installments not yet exercisable shall become immediately exercisableclaims in favor of the Company and its affiliates in a form prescribed by the Company on or prior to the 60th day following the date on which his employment terminates due to Retirement.

Commencement of Exercisability. (a) The Subject to Sections 3.2, 3.3, 5.10 and 5.14, the Option shall become vested and exercisable in four cumulative installments such amounts and at such times as follows: (i) The first installment shall consist of twenty-five percent (25%) of are set forth in the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this AgreementGrant Notice. (b) [In addition, in the event that a Change in Control occurs and, within the [__] month period immediately following such Change in Control, the Optionee incurs a Termination of Service by the Company without Cause or by the Optionee for Good Reason, the Option shall thereupon vest and become exercisable with respect to that portion of the Option that would otherwise have vested and become exercisable during the [__] month period immediately following the date of the Optionee’s Termination of Service had the Optionee remained employed by the Company during such period.] / [In addition, the Option may be subject to accelerated vesting under certain circumstances to the extent set forth in the ReachLocal, Inc. Amended and Restated Change in Control and Severance Policy for Senior Management and/or the Optionee’s employment letter, dated as of [________], between the Company and the Optionee, in each case, subject to the terms and conditions thereof and as may be amended from time to time.] (c) No portion of the Option, Option which is an unexercisable installment under Subsection (a) above has not become vested and exercisable at the date of the Optionee’s Termination of Employment, Termination of Directorship or Termination of Consultancy shall thereafter become vested and exercisable, unless except as may be otherwise determined provided by the CommitteeAdministrator or as set forth in a written agreement between the Company and the Optionee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. ​ (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except Except as otherwise provided in Section 3.1(b), (c), (d) or (e) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to 25% of the Shares subject to such Option on each April 1 of the four (4) fiscal years following the fiscal year in which the Grant Date occurs, as set forth on Schedule A hereto (each such date, a “Vesting Date”). To the extent this Agreementvesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) No portion Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the OptionOptionee’s employment by reason of the Optionee’s Disability, which is an unexercisable installment under Subsection the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (a) above at Termination of Employmentbut only to the extent such Option has not otherwise terminated, shall thereafter been forfeited or become exercisable, unless otherwise determined by the Committee). (c) Notwithstanding Subsections Section 3.1(a) and 3.1(b) above, upon in the event the Optionee experiences a Change of ControlQualifying Termination, all the Option installments not yet exercisable shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Early Retirement, the Option shall remain outstanding and shall become vested and exercisable on the Vesting Dates ​ ​ provided in Section 3.1(a) (but only to the extent the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that (i) if the Optionee violates any of the Business Protection Provisions following Early Retirement, then any unvested Option shall immediately terminate and be forfeited; or (ii) if the Optionee dies or incurs a Disability following Early Retirement, then any unvested Option shall instead become immediately vested and exercisable (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable) upon such death or Disability; or (iii) if a Change in Control occurs following Early Retirement, then any unvested Option shall instead become immediately vested and exercisable (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable) upon such Change in Control. (e) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Normal Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Normal Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding following the Optionee’s Normal Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Normal Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable) upon such death or Disability. (f) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c), (d) or (e) above.

Commencement of Exercisability. ​ (a) The Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or a Subsidiary, the Option shall become vested and exercisable in four cumulative installments as follows: (i) The first installment shall consist of with respect to twenty-five percent (25%) of the shares covered by Shares subject to the Option on each of the first four (4) anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional Shares, the fractional Shares shall be combined into one Share and shall become be exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreementearliest Vesting Date. (b) No portion Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) the Optionee’s Disability Termination, the Option shall become immediately vested and exercisable with respect to one hundred percent (100%) of the OptionShares subject to the unvested Option immediately prior to such event (but only to the extent the Option has not otherwise terminated, which is an unexercisable installment under Subsection (a) above at Termination of Employment, shall thereafter been forfeited or become exercisable, unless otherwise determined by the Committee). (c) Notwithstanding Subsections Section 3.1(a) and 3.1(b) above, upon in the event the Optionee experiences a Change of ControlQualifying Termination, all the Option installments not yet exercisable shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to one hundred percent (100%) of the Shares subject to the unvested Option (but only to the extent the Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or a Subsidiary shall remain outstanding following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable) upon such death. ​ ​ (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any portion of the Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above. ​

Commencement of Exercisability. ​ (a) The Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or a Subsidiary, the Option shall become vested and exercisable in four cumulative installments as follows: (i) The first installment shall consist of with respect to [twenty-five percent (25%) )] of the shares covered by Shares subject to the Option on [each of the first four (4) anniversaries of the Grant Date] (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional Shares, the fractional Shares shall be combined into one Share and shall become be exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreementearliest Vesting Date. (b) No portion Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) the Optionee’s Disability Termination, the Option shall become immediately vested and exercisable with respect to one hundred percent (100%) of the OptionShares subject to the unvested Option immediately prior to such event (but only to the extent the Option has not otherwise terminated, which is an unexercisable installment under Subsection (a) above at Termination of Employment, shall thereafter been forfeited or become exercisable, unless otherwise determined by the Committee). (c) Notwithstanding Subsections Section 3.1(a) and 3.1(b) above, upon in the event the Optionee experiences a Change of ControlQualifying Termination, all the Option installments not yet exercisable shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to one hundred percent (100%) of the Shares subject to the unvested Option (but only to the extent the Option has not otherwise terminated, been forfeited or become exercisable). ​ (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or a Subsidiary shall remain outstanding following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable) upon such death. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any portion of the Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above. ​

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which that becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement. Alternatively, Options, granted under this Agreement to employees participating in the Senior Executive or the Executive Leadership Compensation Plans (annual bonus plans), who (i) die, (ii) become disabled (as described in Subsection 3.3(b) below) or (iii) retire under the Company’s retirement plan, have worked for the Company for ten (10) or more years, and have a combination of age and service with the Company of seventy five (75) or more, will vest as of the date of death, disability or Termination of Employment, as applicable. (b) No portion of the Option, Option which is an unexercisable installment not exercisable under Subsection (a) above at Termination of Employment, Employment shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which that becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement. Alternatively, Options, granted under this Agreement to employees participating in the Senior Executive Leadership Compensation Plan (annual bonus plan), who (i) die, (ii) become disabled (as described in Subsection 3.3(b) below) or (iii) retire under the Company’s retirement plan, have worked for the Company for ten (10) or more years, and have a combination of age and service with the Company of seventy five (75) or more, will vest as of the date of death, disability or Termination of Employment, as applicable. (b) No portion of the Option, Option which is an unexercisable installment under Subsection (a) above at Termination of Employment, Employment shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to 25% of the Shares subject to such Option on each of the first four (4) anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this Agreementvesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) No portion Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) the Optionee’s Disability Termination, the Option shall become immediately vested and exercisable with respect to 100% of the OptionShares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, which is an unexercisable installment under Subsection (a) above at Termination of Employment, shall thereafter been forfeited or become exercisable, unless otherwise determined by the Committee). (c) Notwithstanding Subsections Section 3.1(a) and 3.1(b) above, upon in the event the Optionee experiences a Change of ControlQualifying Termination, all the Option installments not yet exercisable shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable) upon such death. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) The Subject to subsection (e) and Section 3.3, 50% of the Option shall become exercisable in four equal and cumulative installments provided that the Optionee remains continuously employed in active service by the Company from the Grant Date through such date as follows: (i) The first installment shall consist of twenty-five percent (25%) 12.5% of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted.December 31, 2005; (ii) The second installment shall consist of an additional twenty five percent (25%) 12.5% of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted.December 31, 2006; (iii) The third installment shall consist of an additional twenty five percent (25%) 12.5% of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was grantedDecember 31, 2007; and. (iv) The fourth installment shall consist of twenty five percent (25%) 12.5% of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the OptionDecember 31, except as otherwise provided in this Agreement2008. (b) No portion Subject to subsections (c) and (e) and Section 3.3, 50% of the Option, which is an unexercisable installment under Subsection (a) above at Termination shares subject to the Option shall become fully exercisable on the eighth anniversary of Employment, shall thereafter become exercisable, unless otherwise determined the Grant Date provided that the Optionee remains continuously employed in active service by the CommitteeCompany from the Grant Date through such date. (c) Notwithstanding Subsections subsection (b) but subject to subsections (e) and (f) and Section 3.3: (i) An installment consisting of 10% of the shares covered by the Option shall become exercisable on December 31 of each calendar year 2005 through 2009 if the EBITDA as of such December 31 equals or exceeds the applicable EBITDA Target for such year and the Return on Invested Capital Threshold for such year is met; provided that such installment shall not be exercisable until the EBITDA and Return on Invested Capital as of such December 31, have been determined (in all events to occur not more than 80 days following such December 31). (ii) If the EBITDA as of the end of any calendar year 2005 through 2008 is less than the applicable EBITDA Target with respect to such year (any such year a “Missed Year”), that portion of the Option that was subject to accelerated exercisability pursuant to Section 3.1(c)(i) with respect to the Missed Year (and which did not become exercisable with respect to such Missed Year) shall become exercisable on December 31 of the calendar year immediately following the Missed Year, provided that the EBITDA as of such immediately following December 31 equals or exceeds the applicable EBITDA Target for the calendar year immediately following the Missed Year; provided that such installment shall not be exercisable until the EBITDA and Return on Invested Capital as of such December 31, have been determined (in all events to occur not more than 80 days following such December 31). (d) The Committee shall make the determination as to whether the respective EBITDA Targets have been met, and shall determine the extent, if any, to which the Option has become exercisable, on any such date after the applicable date of determination as the Committee in its sole discretion shall determine; provided, however, that with respect to each calendar year such date shall not be later than the 80th day following December 31 of such calendar year and shall provide prompt written notice to the Optionee of such determination. (e) Notwithstanding the foregoing provisions of this Section 3.1, but subject to Section 3.3, (i) any portion of the Option described in Section 3.1(a) that has not theretofore become vested and exercisable shall become fully vested and exercisable immediately prior to the effective date of a Change in Control and (ii) the Option shall become vested and exercisable with respect to all shares that, as of the date of a Change in Control (A) are eligible to become vested pursuant to Section 3.1(c)(i) above and (B) if the Change in Control occurs following July 1 of any year and the Committee determines in good faith that absent such Change in Control the applicable EBITDA Target would be met with respect to such year, are eligible to become vested pursuant to Section 3.1(c)(ii) above (but the Option shall not become vested with respect to any shares that are eligible to become vested only upon the eighth anniversary of the date of grant pursuant to Section 3.1(b) above, upon a Change ). (f) No portion of Control, all the Option installments not yet exercisable which is unexercisable at Termination of Employment shall thereafter become immediately exercisable.

Commencement of Exercisability. (a) The Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or a Subsidiary, the Option shall become vested and exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five with respect to one hundred percent (25100%) of the shares covered by Shares subject to the Option on October 12, 2027 (the “Vesting Date”). ​ (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) the Optionee’s Disability Termination, the Option shall become immediately vested and exercisable with respect to one hundred percent (100%) of the Shares subject to the unvested Option immediately prior to such event (but only to the extent the Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to one hundred percent (100%) of the Shares subject to the unvested Option (but only to the extent the Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Successor Appointment Termination, the Option shall remain outstanding following the Successor Appointment Termination Date and shall become immediately vested and exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five Successor Appointment Termination Date with respect to one hundred percent (25100%) of the shares covered by Shares subject to the unvested Option (but only to the extent the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that (i) if the Company requests that the Optionee enter into a written agreement with the Company to provide reasonable consulting services to the Board and shall become exercisable on the second anniversary Successor CEO for up to a period of time following the Successor Appointment Termination Date that does not extend beyond October 12, 2027 and the Optionee fails to enter into such written agreement within thirty (30) days following the date the Company provides the Optionee with the written agreement, then the unvested Option was grantedshall immediately terminate and be forfeited on the thirtieth (30th) day following the date the Company provides the Optionee with such written agreement; (ii) if the Optionee dies following the Successor Appointment Termination Date, then the unvested Option shall instead become immediately vested and exercisable (but only to the extent the Option has not otherwise terminated, been forfeited or become exercisable) upon such death; or (iii) if a Change in Control occurs following the Successor Appointment Termination Date, then the unvested Option shall instead become immediately vested and exercisable (but only to the extent the Option has not otherwise terminated, been forfeited or become exercisable) upon such Change in Control. To the extent the above vesting results in the vesting of a fractional Share, the fractional Share will be added to the last vesting date. (iiie) The third installment No Option shall consist become vested or exercisable as to any additional Shares following the Optionee’s termination of an additional twenty five percent (25%) employment for any reason, and any portion of the shares covered by the Option and shall become exercisable on the third anniversary which is unexercisable as of the date the Option was granted. (iv) The fourth installment Optionee’s termination of employment shall consist of twenty five percent (25%) of the shares covered by the Option immediately terminate and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for be forfeited without payment therefor, in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, each case except as otherwise provided in this Agreement. (b) No portion of the OptionSection 3.1(b), which is an unexercisable installment under Subsection (a) above at Termination of Employment, shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(bor (d) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Subject to Section 2.l(d) and Section 2.3, the shares covered by the Option shall become vested and exercisable in four equal and cumulative installments provided that the Optionee remains continuously employed in active service by the Company or any of its Subsidiaries from the Grant Date through such date as follows: (i) The first installment shall consist of twenty-five percent (25%) % of the shares covered by the Option and shall become vested and exercisable on the first anniversary of the date the Option was granted.Grant Date; (ii) The second installment shall consist of an additional twenty five percent (25%) % of the shares covered by the Option and shall become vested and exercisable on the second anniversary of the date the Option was granted.Grant Date; (iiii) The third installment shall consist of an additional twenty five percent (25%) % of the shares covered by the Option and shall become vested and exercisable on the third anniversary of the date the Option was granted.Grant Date; and (ivii) The fourth installment shall consist of twenty five percent (25%) % of the shares covered by the Option and shall become vested and exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this AgreementGrant Date. (b) No portion of the Option, which is an unexercisable installment under Subsection (a) above at Termination of Employment, shall thereafter become exercisable, unless otherwise determined The Shares covered by the CommitteeOption shall become vested and exercisable in the event of termination of service without Cause within the twelve (12)-month period immediately following a Change in Control. (c) The Administrator in its sole discretion may accelerate the vesting and/or exercisability of any portion of the Option that does not otherwise become vested or exercisable pursuant to Section 2.1. Notwithstanding Subsections 3.1(a) anything to the contrary in this Agreement, any portion of the Option that has not become vested or exercisable pursuant to Section 2.1 on or prior to the date of the Optionee 's termination of service as a Service Provider shall be forfeited and 3.1(b) above, upon a Change of Control, all Option installments shall not yet exercisable shall thereafter become immediately vested or exercisable.

Commencement of Exercisability. (a) The Option Subject to the Company having attained sufficient Shares under the Plan to eliminate the contingent nature of this SAR and Participant’s continuous employment with or service to the Company or a Subsidiary on each applicable vesting date and subject to Sections 3.1(b), 3.1(c), 3.2, 3.3, 5.7, 5.8, and 5.13 hereof, the SAR shall become vested and exercisable in four cumulative installments such amounts and at such times as follows: (i) The first installment shall consist of twenty-five percent (25%) of are set forth in the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement.Grant Notice; (b) No portion Notwithstanding the Grant Notice or the provisions of Sections 3.1(a) and 3.1(d), in the event of Participant’s Termination of Service as a result of a termination by the Company without Cause or upon the nonrenewal by the Company of the OptionTerm under Section 1 of the Participant’s Employment Agreement, or upon termination of employment by Participant for Good Reason under Sections 6(a)(v)(a)–6(a)(v)(d) of Participant’s Employment Agreement under circumstances not within twelve (12) months following a Change in Control, the SAR shall become vested to the extent it would have otherwise vested through the end of the calendar quarter immediately following the calendar quarter in which is an unexercisable installment under Subsection (a) above at the Termination of EmploymentService occurs conditioned upon Participant’s execution of an Effective Release and continued compliance with applicable restrictive covenants in accordance with the Restrictive Covenants Agreements and Participant’s Employment Agreement, as applicable; (c) Notwithstanding the Grant Notice or the provisions of Sections 3.1(a) and 3.1(d), in the event of Participant’s Termination of Service as a result of a termination by the Company without Cause or upon the nonrenewal by the Company of the term under Section 1 of Participant’s Employment Agreement, or upon termination of employment by Participant for Good Reason under Sections 6(a)(v)(a) – 6(a)(v)(d) of Participant’s Employment Agreement within twelve (12) months following a Change in Control, the SAR shall thereafter become exercisablevested in full on the date of such Termination of Service conditioned upon Participant’s execution of an Effective Release and Participant’s continued compliance with applicable restrictive covenants in accordance with the Restrictive Covenants Agreements and Participant’s Employment Agreement, as applicable; and (d) Except as set forth in Sections 3.1(b) or 3.1(c), unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) Administrator or as set forth in a written agreement between Participant and 3.1(b) abovethe Company, upon a Change any portion of Control, all Option installments the SAR that has not yet exercisable become vested on or prior to the date of Participant’s Termination of Service shall be forfeited on the date of Participant’s Termination of Service and shall not thereafter become immediately vested or exercisable.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist Subject to Section 3.3 of twenty-five percent (25%) this Agreement, 50% of the shares of Common Stock covered by the Option and shall become exercisable vested in three cumulative and substantially equal installments on each of December 31, 2011, December 31, 2012 and December 31, 2013, provided that the Optionee remains continuously employed in active service by the Company or one of its Subsidiaries from the Award Date through each such vesting date. No portion of the Option which is unvested at the Optionee’s Severance Date shall thereafter become vested, and such unvested Options shall instead terminate on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this AgreementSeverance Date. (b) Subject to Section 3.3 of this Agreement, 50% of the shares of Common Stock covered by the Option (the “Performance-Based Shares”) shall become vested in three substantially equal installments on December 31 of each of the applicable Measurement Years specified in the table below if the Company meets or exceeds the applicable EBITDA Target for such Measurement Year specified below, provided that the Optionee remains continuously employed in active service by the Company or one of its Subsidiaries from the Award Date through each such vesting date. In addition, the compensation committee of Board of Director reserves the right to adjust EBITDA Target for each 2012 and 2013, respectively in accordance with the then current business and operations environment. If the Company does not meet or exceed the applicable EBITDA Targets for any Measurement Year, the Performance-Based Shares scheduled to vest on December 31 of such year shall instead terminate effective as of December 31. No portion of the Option, Option which is an unexercisable installment under Subsection (a) above unvested at Termination of Employment, the Optionee’s Severance Date shall thereafter become exercisablevested, unless otherwise determined by and such unvested Options shall instead terminate on the CommitteeSeverance Date. For purposes of this Section 3.1(b) and the determination of whether the Company has met or exceeded the applicable EBITDA Target for each Measurement Year, EBITDA shall have the same meaning as in the Plan. Notwithstanding the foregoing, upon written notice to the Optionee, the Administrator may, at its option, adjust the EBITDA Target for any Measurement Year to the extent it determines appropriate (for example, and without limitation, to reflect changes in the business and operating environment following the date hereof). (c) Notwithstanding Subsections 3.1(aTo the extent that the aggregate Fair Market Value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by the Optionee during any calendar year (under the Plan and 3.1(ball other incentive stock option plans of the Company or any Subsidiary thereof) aboveexceeds $100,000, upon the limitations of Section 4.2(c) of the Plan shall apply and to such extent the Option will be rendered a Change of Control, all Option installments not yet exercisable shall become immediately exercisableNon-Qualified Stock Option.

Commencement of Exercisability. (a) The Subject to Section 2.1(b) and Section 2.3, the shares covered by the Option shall become vested and exercisable in four equal and cumulative installments provided that the Optionee remains continuously employed in active service by the Company or any of its Subsidiaries from the Grant Date through such date as follows: (i) The first installment shall consist of twenty-five percent (25%) % of the shares covered by the Option and shall become vested and exercisable on the first anniversary of the date the Option was granted.Grant Date; (ii) The second installment shall consist of an additional twenty five percent (25%) % of the shares covered by the Option and shall become vested and exercisable on the second anniversary of the date the Option was granted.Grant Date; (iii) The third installment shall consist of an additional twenty five percent (25%) % of the shares covered by the Option and shall become vested and exercisable on the third anniversary of the date the Option was granted.Grant Date; and (iv) The fourth installment shall consist of twenty five percent (25%) % of the shares covered by the Option and shall become vested and exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this AgreementGrant Date. (b) No portion of the Option, which is an unexercisable installment under Subsection (a) above at Termination of Employment, shall thereafter become exercisable, unless otherwise determined The Shares covered by the CommitteeOption shall become vested and exercisable in the event of termination of service without Cause within the twelve (12)-month period immediately following a Change in Control. (c) The Administrator in its sole discretion may accelerate the vesting and/or exercisability of any portion of the Option that does not otherwise become vested or exercisable pursuant to Section 2.1. Notwithstanding Subsections 3.1(a) anything to the contrary in this Agreement, any portion of the Option that has not become vested or exercisable pursuant to Section 2.1 on or prior to the date of the Optionee’s termination of service as a Service Provider shall be forfeited and 3.1(b) above, upon a Change of Control, all Option installments shall not yet exercisable shall thereafter become immediately vested or exercisable.

Commencement of Exercisability. (a) The Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or a Subsidiary, the Option shall become vested and exercisable in four cumulative installments as follows: (i) The first installment shall consist of with respect to twenty-five percent (25%) of the shares covered by Shares subject to the Option on each April 1 of the four (4) fiscal years following the fiscal year in which the Grant Date occurs (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional Shares, the fractional Shares shall be combined into one Share and shall become be exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreementearliest Vesting Date. (b) No portion Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) the Optionee’s Disability Termination, the Option shall become immediately vested and exercisable with respect to one hundred percent (100%) of the OptionShares subject to the unvested Option immediately prior to such event (but only to the extent the Option has not otherwise terminated, which is an unexercisable installment under Subsection (a) above at Termination of Employment, shall thereafter been forfeited or become exercisable, unless otherwise determined by the Committee). (c) Notwithstanding Subsections Section 3.1(a) and 3.1(b) above, upon in the event the Optionee experiences a Change of ControlQualifying Termination, all the Option installments not yet exercisable shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to one hundred percent (100%) of the Shares subject to the unvested Option (but only to the extent the Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or a Subsidiary shall remain outstanding following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable) upon such death. ​ (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any portion of the Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) The Subject to Sections 3.1(b), 3.1(c) and 3.3, the Option shall become vested and exercisable in four cumulative installments such amounts and at such times as follows: (i) The first installment shall consist of twenty-five percent (25%) of are set forth in the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this AgreementGrant Notice. (b) No portion of the Option, Option which is an unexercisable installment under Subsection (a) above has not become vested and exercisable at Termination the date of Employment, the termination of Participant’s Continuous Service shall thereafter become vested and exercisable, unless except as set forth in Section 3.1(c) or as may be otherwise determined provided by the CommitteeCommittee or as set forth in a written agreement between the Company and the Participant. (c) If the Participant’s Continuous Service terminates under any of the circumstances described in Section 5(a)(i) (death) or Section 5(a)(ii) (Disability) of that certain Employment Agreement between the Participant and the Company (the “Employment Agreement”), then vesting of the 5-Year Option (as defined in Exhibit B) will continue after termination of Continuous Service as provided below: Prior to January 1, 2022 0% On or after January 1, 2022 but prior to January 1, 2023 20% On or after January 1, 2023 but prior to January 1, 2024 40% On or after January 1, 2024 but prior to January 1, 2025 60% On or after January 1, 2025 but prior to January 1, 2026 80% On or after January 1, 2026 100% The percentage of remaining Options permitted to vest will be spread ratably over the vesting schedule and will remain subject to the vesting conditions set forth in Exhibit B. Notwithstanding Subsections 3.1(a) and 3.1(b) aboveanything to the contrary in this Agreement or Exhibit B, upon immediately prior to the occurrence of a Change of Control, all Option installments not yet exercisable a percentage of the unvested Options that remain eligible for vesting with respect to the then-current performance year and each remaining performance year, if any (each, a “Remaining Year”), shall become vested and exercisable in an amount equal to the greater of: (i) a percentage equal to the average of the Annual Amounts that vested in the two prior performance years in accordance with Exhibit B (or, if only one performance year has been completed at the time of the Change of Control, a percentage equal to the Annual Amount earned for such year); and (ii) the Annual Amount(s) that would have been earned for each applicable Remaining Year if each such determination had been based on the price per Share paid at closing of the Change of Control transaction instead of AOP; provided that if no performance year has been completed at the time of the Change of Control, then all unvested Options that remain eligible for vesting shall become vested and exercisable immediately exercisableprior to the occurrence of a Change of Control.

Commencement of Exercisability. (a) The Subject to Sections 3.2, 3.3, 5.10 and 5.16 hereof, the Option shall become vested and exercisable in four cumulative installments such amounts and at such times as follows: (i) The first installment shall consist are set forth in the Grant Notice. In the event of twenty-five percent (25%) a change in Participant’s employment status wherein there is a reduction in the number of his or her hours per week, the shares covered by Administrator may amend the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term vesting schedule of the Option, except as otherwise provided including but not limited to reducing the shares to be vested on each following vesting date, without the consent of Participant, in this Agreementthe Administrator’s sole discretion. (b) No portion of the Option, Option which is an unexercisable installment under Subsection (a) above has not become vested and exercisable at the date of Participant’s Termination of Employment, Service shall thereafter become vested and exercisable, unless except as may be otherwise determined provided by the CommitteeAdministrator or as set forth in a written agreement between the Company and Participant. (c) Notwithstanding Subsections Sections 3.1(a) hereof and the Grant Notice, but subject to Section 3.1(b) abovehereof, upon pursuant to Section 13.2 of the Plan, the Option shall become fully vested and exercisable with respect to all shares of Stock covered thereby in the event of a Change of in Control, all in connection with which the successor corporation does not assume the Option installments or substitute an equivalent right for the Option. Should the successor corporation assume the Option or substitute an equivalent right, then no such acceleration shall apply. [In the event the Option is assumed or substituted for an equivalent right, and the surviving or successor corporation terminates Participant’s employment or service without Cause upon or within 12 months of a Change in Control, then the Participant shall be fully vested and exercisable in the assumed or substituted Option.]1 1 The bracketed sentence should be used for general employees. If Participant is a consultant, delete the bracketed sentence and replace with the following: “For the avoidance of doubt, in the event the Option is assumed or substituted for an equivalent right, and the surviving or successor corporation terminates Participant’s service without Cause, no acceleration shall apply to the Option”. If Participant is an officer, delete the bracketed sentence and replace with the following: “In the event the Option is assumed or substituted for an equivalent right, and (i) the surviving or successor corporation terminates Participant’s employment or service without Cause or (ii) Participant resigns for Good Reason (as defined below) upon or within 18 months of a Change in Control, then Participant shall be fully vested and exercisable in the assumed or substituted Option. For purposes of this Agreement, “Good Reason” shall mean any of the following events which Participant provides written notice to the surviving or successor corporation of within ninety (90) days of such event having occurred and which is not yet exercisable cured by the surviving or successor corporation within thirty (30) days after such written notice thereof is provided to the surviving or successor corporation by Participant: (i) any reduction of Participant’s base salary or target annual bonus; (ii) any involuntary relocation of Participant’s principal workplace to a location more than thirty five (35) miles in any direction from Participant’s current principal workplace, (iii) a substantial and material adverse change, without Participant’s written consent, in Participant’s title, authority, responsibility or duties; or (iv) any material breach by the surviving or successor corporation of any provision of this Agreement or any other agreement between the surviving or successor corporation and Participant, after written notice delivered to the surviving or successor corporation of such breach and the surviving or successor corporation’s failure to cure such breach; provided, however, Participant shall become immediately exercisablenot have Good Reason to resign if Participant would retain substantially similar title, authority, duties, base pay and bonus but might have greater or lesser reporting responsibilities. In order to constitute a termination of employment for Good Reason, Participant’s employment must be terminated no later than one hundred eighty (180) days following the initial occurrence of any events set forth above.”

Commencement of Exercisability. (a) The Subject to Sections 3.1(b), 3.1(c) and 3.3, the Option shall become vested and exercisable in four cumulative installments such amounts and at such times as follows:are set forth in the Grant Notice. The number of shares subject to vesting on each vesting date shall be rounded down to the nearest whole number, provided that on the final vesting date all shares that have not been eligible to become vested on any prior vesting date(s) because of the foregoing rounding convention shall be subject to vesting on the final vesting date. (b) Any portion of the Option which remains unvested at the date of Participant’s Termination of Service shall thereupon be forfeited, except as may otherwise be provided herein or by action of the Administrator following the Grant Date. Notwithstanding the foregoing, in the event of Participant’s Termination of Service without Cause or for Good Reason on or following the Company’s non-extension of the Term (as defined in the Employment Agreement) pursuant to Section 2(b) of the Employment Agreement, then, notwithstanding anything to the contrary herein or in the Grant Notice, the Option shall continue to become exercisable on the date(s) set forth in the Vesting Schedule set forth in the Grant Notice and shall remain outstanding until the six month anniversary of the latest such vesting date (at which time it shall be forfeited to the extent not previously exercised); provided that if, following any such Termination of Service, Participant violates any restrictive covenant set forth in Section 6 or 7 of the Employment Agreement then the Option shall be forfeited immediately upon the date of such violation. (c) Notwithstanding Sections 3.1(a): (i) The first installment In the event of Participant’s death or Disability, or in the event of Participant’s Termination of Service by the Company without Cause or by the Participant for Good Reason, prior to the consummation of a Change in Control, the Option shall consist of twentybecome vested and exercisable with respect to a pro-five percent (25%) rata percentage of the shares covered by the Option (determined on a quarterly basis and shall become exercisable based on the first anniversary number of completed quarters that have elapsed from the most recent vesting date through the date the Option was grantedof Termination of Service). (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become vested and exercisable on in full immediately prior to the second anniversary occurrence of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement. (b) No portion of the Option, which is an unexercisable installment under Subsection (a) above at Termination of Employment, shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of in Control, all Option installments not yet exercisable shall become immediately exercisablesubject to the consummation of such Change in Control.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which that becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement. Alternatively, Options, granted to employees participating in the Executive Leadership Compensation Plan (annual bonus plan), who (i) die, (ii) become disabled (as described in Subsection 3.3(b) below) or (iii) retire under the Company’s retirement plan within sixty (60) days of the date of Termination of Employment, have worked for the Company for ten (10) or more years, and have a combination of age and service with the Company of seventy five (75) or more, will vest as of the date of death, disability or Termination of Employment, as applicable. (b) No portion of the Option, which is an unexercisable installment under Subsection (a) above at Termination of Employment, Employment shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Unless the Option shall become exercisable is otherwise terminated or the time of its exercisability is accelerated in four cumulative installments as follows:accordance with this Agreement, the Option may be exercised from time to time beginning on the dates indicated to purchase Shares up to the following limits (including any Shares previously purchased pursuant to the Option): (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted.Beginning April 1, 2010 – 50,000 Shares; (ii) The second installment shall consist of Beginning April 1, 2011 – an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted.50,000 Shares; (iii) The third installment shall consist of Beginning April 1, 2012 – an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted.50,000 Shares; and (iv) The fourth installment shall consist of twenty five Beginning April 1, 2013 – 100 percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this AgreementShares. (b) No portion of Notwithstanding Section 2.1(a), if Employee’s employment is terminated by Corporation without Cause or by Employee for Good Reason, the Option, which is an unexercisable installment under Subsection (a) above at Termination of Employment, shall thereafter Option will become exercisable, unless otherwise determined by to the Committeeextent it is not then exercisable, as to the installment scheduled to become exercisable in the calendar year in which termination of Employee’s employment occurs and the installment scheduled to become exercisable in the following calendar year. Acceleration of vesting under this Section 2.1(b) is conditioned upon execution of the release described in Section 6.2 of the Employee’s employment agreement. (c) Notwithstanding Subsections 3.1(a) Section 2.1(a), the Option will become fully and 3.1(b) above, upon immediately exercisable if an event occurs on or after six months following the Grant Date that constitutes a Change in Control of Corporation before the Option expires pursuant to Section 2.3. If the Change in Control occurs before six months has elapsed following the Grant Date, the Option will become fully and immediately exercisable as to an aggregate of 100,000 Shares, and the Option shall terminate and be unexercisable as to the remaining 100,000 Shares. For purposes of this Agreement, “Change in Control” is defined as the first occurrence of any of the following: (i) Any person (including any individual, corporation, limited liability company, partnership, trust, group, association, or other “person,” as such term is used in Section 13(d)(3) or 14(d) of the Exchange Act) other than a trustee or other fiduciary holding securities under an employee benefit plan of Corporation, is or becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Corporation representing more than 50 percent of the combined voting power of Corporation’s then outstanding securities; (ii) A majority of the directors elected at any annual or special meeting of shareholders are not individuals nominated by Corporation’s then incumbent Board; or (iii) The shareholders of Corporation approve (i) a merger or consolidation of Corporation with any other corporation, other than a merger or consolidation which would result in the Voting Securities (defined as all issued and outstanding securities ordinarily having the right to vote at elections of Corporation’s directors) of Corporation outstanding immediately prior to such transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50 percent or more of the combined voting power of the Voting Securities of Corporation or of such surviving entity outstanding immediately after such merger or consolidation, (ii) a plan of complete liquidation of Corporation, or (iii) an agreement for the sale or disposition by Corporation of all or substantially all of its assets. (d) No portion of the Option installments not yet exercisable shall which is unexercisable upon termination of Employee’s employment with Corporation or any Subsidiary will subsequently become immediately exercisable.

Commencement of Exercisability. (a) The Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or a Subsidiary, the Option shall become vested and exercisable in four cumulative installments as follows: (i) The first installment shall consist of with respect to twenty-five percent (25%) of the shares covered by Shares subject to the Option on each of the first four (4) anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional Shares, the fractional Shares shall be combined into one Share and shall become be exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreementearliest Vesting Date. (b) No portion Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) the Optionee’s Disability Termination, the Option shall become immediately vested and exercisable with respect to one hundred percent (100%) of the OptionShares subject to the unvested Option immediately prior to such event (but only to the extent the Option has not otherwise terminated, which is an unexercisable installment under Subsection (a) above at Termination of Employment, shall thereafter been forfeited or become exercisable, unless otherwise determined by the Committee). (c) Notwithstanding Subsections Section 3.1(a) and 3.1(b) above, upon in the event the Optionee experiences a Change of ControlQualifying Termination, all the Option installments not yet exercisable shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to one hundred percent (100%) of the Shares subject to the unvested Option (but only to the extent the Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or a Subsidiary shall remain outstanding following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable) upon such death. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any portion of the Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which that becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement. Alternatively, Options, granted under this Agreement to employees participating in the Senior Executive or the Executive Leadership Compensation Plans (annual bonus plans), who (i) die, (ii) become disabled (as described in Subsection 3.3(b) below) or (iii) retire under the Company’s retirement plan, have worked for the Company for ten (10) or more years, and have a combination of age and service with the Company of seventy five (75) or more, will vest as of the date of death, disability or Termination of Employment, as applicable. (b) No portion of the Option, Option which is an unexercisable installment under Subsection (a) above at Termination of Employment, Employment shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Subject to Sections 3.1(b), 3.1(c) and 3.3, the Option shall become vested and exercisable in four cumulative installments such amounts and at such times as follows: (iare set forth in the Grant Notice. The number of shares subject to vesting on each vesting date shall be rounded down to the nearest whole number, provided that on the final vesting date all shares that have not been eligible to become vested on any prior vesting date(s) The first installment shall consist of twenty-five percent (25%) because of the shares covered by the Option and foregoing rounding convention shall become exercisable be subject to vesting on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreementfinal vesting date. (b) No Any portion of the Option, Option which is an unexercisable installment under Subsection (a) above remains unvested at the date of Participant’s Termination of EmploymentService shall thereupon be forfeited, shall thereafter become exercisable, unless except as may otherwise determined be provided herein or by action of the CommitteeAdministrator following the Grant Date. (c) Notwithstanding Subsections Sections 3.1(a) and 3.1(b): (i) aboveUnless otherwise provided by the Administrator in accordance with the terms of the Plan (including, upon without limitation, Section 13.2(b) of the Plan), and except as otherwise provided below, in the event of a Change of in Control, all the Company shall, in accordance with Section 13.2(b)(ii) of the Plan, require that the Option installments not yet be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or that the Option be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, and the Option shall continue to be eligible to become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice, subject to the foregoing adjustments. (ii) In the event of Participant’s death or Disability, or in the event of Participant’s Termination of Service by the Company without Cause on or prior to the consummation of a Change in Control, the Option shall become vested and exercisable with respect to a pro-rata percentage of the Option (determined on a quarterly basis and based on the number of completed quarters that have elapsed from the most recent vesting date through the date of Termination of Service). (iii) In the event of Participant’s Termination of Service within six months immediately exercisablefollowing a Change in Control (A) by the Company without Cause or (B) by Participant by reason of an Involuntary Termination, the Option shall become vested and exercisable in full.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to 25% of the Shares subject to such Option on each April ​ ​ 1 of the four (4) fiscal years following the fiscal year in which the Grant Date occurs, as set forth on Schedule A hereto (each such date, a “Vesting Date”). To the extent this Agreementvesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) No portion Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) the Optionee’s Disability Termination, the Option shall become immediately vested and exercisable with respect to 100% of the OptionShares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, which is an unexercisable installment under Subsection (a) above at Termination of Employment, shall thereafter been forfeited or become exercisable, unless otherwise determined by the Committee). (c) Notwithstanding Subsections Section 3.1(a) and 3.1(b) above, upon in the event the Optionee experiences a Change of ControlQualifying Termination, all the Option installments not yet exercisable shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable) upon such death. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) The Subject to Sections 3.1(c) and 3.3, 60% of the Option (the “Time-Vesting Option”) shall become exercisable in four five equal and cumulative installments installments; provided that the Optionee remains continuously employed or engaged in active service by the Company or any of its Subsidiaries (and no Termination of Services occurs) from the Grant Date through such date, as follows: (i) The first installment shall consist of twenty-five percent (25%) 12% of the shares covered by the Option (20% of the Time-Vesting Option) and shall become exercisable on the first anniversary of the date the Option was granted.[____]; (ii) The second installment shall consist of an additional twenty five percent (25%) 12% of the shares covered by the Option (20% of the Time-Vesting Option) and shall become exercisable on the second anniversary of the date the Option was granted.[____]; (iii) The third installment shall consist of an additional twenty five percent (25%) 12% of the shares covered by the Option (20% of the Time-Vesting Option) and shall become exercisable on the third anniversary of the date the Option was granted.[____]; (iv) The fourth installment shall consist of twenty five percent (25%) an additional 12% of the shares covered by the Option (20% of the Time-Vesting Option) and shall become exercisable on the fourth anniversary [____]; and (v) The fifth installment shall consist of the date remaining 12% of the shares covered by the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term 20% of the Time-Vesting Option) and shall become exercisable on [____]. Notwithstanding the foregoing, except as otherwise upon the occurrence of a Change in Control of the Company, the Time-Vesting Option shall become fully vested and exercisable immediately prior to the effective date of such Change in Control; provided that the Optionee remains continuously employed or engaged in this Agreementactive service by the Company or any of its Subsidiaries (and no Termination of Services occurs) from the Grant Date through the consummation of such Change in Control. (b) No portion Subject to Sections 3.1(c) and 3.3, 40% of the Option (the “Performance-Vesting Option, which is an unexercisable installment under Subsection ”) shall be eligible to become exercisable; provided that the Optionee remains continuously employed or engaged in active service by the Company or any of its Subsidiaries (a) above at and no Termination of EmploymentServices occurs) from the Grant Date through the applicable Measurement Date, shall thereafter become exercisable, unless otherwise determined as follows: (i) 20% of the shares covered by the CommitteeOption (50% of the Performance-Vesting Option) shall become vested and exercisable on the Measurement Date if, as of the Measurement Date, the Principal Stockholders receive Proceeds greater than or equal to the Target Amount; and (ii) The remaining 20% of the shares covered by the Option (50% of the Performance-Vesting Option) shall become vested and exercisable on the Measurement Date if, as of the Measurement Date, the Principal Stockholders receive Proceeds greater than or equal to the Maximum Amount. For the avoidance of doubt, the Performance-Vesting Option shall become vested and exercisable immediately prior to the Measurement Date to the extent that the Principal Stockholders receive Proceeds greater than or equal to the Target Amount and/or Maximum Amount, as applicable, as of the Measurement Date; provided that the Optionee remains continuously employed or engaged in active service by the Company or any of its Subsidiaries (and no Termination of Services occurs) from the Grant Date through the Measurement Date. (c) Notwithstanding Subsections 3.1(a) No portion of the Option which is unexercisable at Termination of Services for any reason shall thereafter become exercisable (and such unexercisable portion shall be forfeited as of the date of such Termination of Services); provided that, notwithstanding the foregoing, in the event that a Qualifying Termination occurs prior to any Measurement Date, a portion of the Performance-Vesting Option equal to the portion of the Time-Vesting Option that has already vested as of the date of such Qualifying Termination shall become vested and exercisable such that, immediately following such vesting, an equivalent percentage of the Time-Vesting Option and the Performance-Vesting Option shall be vested and exercisable. No portion of the Performance-Vesting Option which is unexercisable immediately following the Measurement Date (after taking into account any vesting that occurs pursuant to Section 3.1(b) above, upon a Change on any Measurement Date) shall thereafter become exercisable (and such unexercisable portion shall be forfeited as of Control, all Option installments not yet exercisable shall become immediately exercisablefollowing the Measurement Date).

Commencement of Exercisability. (a) The Subject to Section 2.1(d) and Section 2.3, 75% of the shares covered by the Option shall become vested and exercisable in four five equal and cumulative installments provided that the Optionee remains continuously employed in active service by the Company or any of its Subsidiaries from the Grant Date through such date as follows: (i) The first installment shall consist of twenty-five percent (25%) 15% of the shares covered by the Option and shall become vested and exercisable on the first anniversary of the date the Option was granted.December 31, 20 ; (ii) The second installment shall consist of an additional twenty five percent (25%) 15% of the shares covered by the Option and shall become vested and exercisable on the second anniversary of the date the Option was granted.December 31, 20 ; (iii) The third installment shall consist of an additional twenty five percent (25%) 15% of the shares covered by the Option and shall become vested and exercisable on the third anniversary of the date the Option was granted.December 31, 20 ; (iv) The fourth installment shall consist of twenty five percent (25%) 15% of the shares covered by the Option and shall become vested and exercisable on the fourth anniversary December 31, 20 ; and (v) The fifth installment shall consist of 15% of the date shares covered by the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes and shall become vested and exercisable shall remain exercisable during the term of the Optionon December 31, except as otherwise provided in this Agreement20 . (b) No Subject to Section 2.1(d) and Section 2.3, 25% of the shares covered by the Option shall become vested and exercisable in five equal and cumulative installments provided that the Optionee remains continuously employed in active service by the Company or any of its Subsidiaries from the Grant Date through the applicable date of determination as to whether the respective EBITDA Targets or Cumulative EBITDA Targets have been met as follows: (i) An installment consisting of 5% of the shares covered by the Option shall become vested and exercisable on a date on or within 90 days following December 31 of each calendar year 20 through 20 if, as of such date, the Committee has determined that the EBITDA as of such December 31 equals or exceeds the applicable EBITDA Target for such year. (ii) If the EBITDA as of the end of any calendar year 20 through 20 is less than the applicable EBITDA Target with respect to such year, that portion of the OptionOption that was subject to vesting and exercisability pursuant to Section 2.1(b)(i) with respect to such year shall become vested and exercisable on a date on or within 90 days following the first December 31 thereafter if, which is an unexercisable installment under Subsection as of such date, the Committee has determined that (aA) above at Termination the EBITDA as of Employment, shall thereafter become exercisable, unless otherwise determined by such December 31 equals or exceeds the Committeeapplicable EBITDA Target for such year and (B) the Cumulative EBITDA equals or exceeds the applicable Cumulative EBITDA Target through such December 31. (c) Notwithstanding Subsections 3.1(aThe Committee shall make the determination as to whether the respective EBITDA Targets and Cumulative EBITDA Targets have been met, and shall determine the extent, if any, to which the Option has become vested and exercisable, on any such date as the Committee in its sole discretion shall determine; provided, however, that, with respect to each calendar year, such date shall not be later than the 90th day following December 31 of such calendar year. (d) The Shares covered by the Option shall become vested and 3.1(b) above, upon exercisable in the event of termination of service without Cause within the twelve (12)-month period immediately following a Change in Control. (e) The Administrator in its sole discretion may accelerate the vesting and/or exercisability of Controlany portion of the Option that does not otherwise become vested or exercisable pursuant to Section 2.1. Notwithstanding anything to the contrary in this Agreement, all any portion of the Option installments that has not yet become vested or exercisable pursuant to Section 2.1 on or prior to the date of the Optionee’s termination of service as a Service Provider shall be forfeited and shall not thereafter become immediately vested or exercisable.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except Except as otherwise provided in Section 3.1(b), (c), (d) or (e) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to 25% of the Shares subject to such Option on each April 1 of the four (4) fiscal years following the fiscal year in which the Grant Date occurs, as set forth on Schedule A hereto (each such date, a “Vesting Date”). To the extent this Agreementvesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) No portion Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the OptionOptionee’s employment by reason of the Optionee’s Disability, which is an unexercisable installment under Subsection the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (a) above at Termination of Employmentbut only to the extent such Option has not otherwise terminated, shall thereafter been forfeited or become exercisable, unless otherwise determined by the Committee). (c) Notwithstanding Subsections Section 3.1(a) and 3.1(b) above, upon in the event the Optionee experiences a Change of ControlQualifying Termination, all the Option installments not yet exercisable shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Early Retirement, the Option shall remain outstanding and shall become vested and exercisable on the Vesting Dates provided in Section 3.1(a) (but only to the extent the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that (i) if the Optionee violates any of the Business Protection Provisions following Early Retirement, then any unvested Option shall immediately terminate and be forfeited; or (ii) if the Optionee dies or incurs a Disability following Early Retirement, then any unvested Option shall instead become immediately vested and exercisable (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable) upon such death or Disability; or (iii) if a Change in Control occurs following Early Retirement, then any unvested Option shall instead become immediately vested and exercisable (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable) upon such Change in Control. (e) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Normal Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Normal Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding following the Optionee’s Normal Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Normal Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable) upon such death or Disability. (f) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c), (d) or (e) above.