Common use of Commencement of Exercisability Clause in Contracts

Commencement of Exercisability. (a) Subject to subsection (c), the Time Option shall become exercisable with respect to an additional 20% of the total shares of Common Stock subject to such Option as set forth herein on each Determination Date. Notwithstanding the foregoing, the Time Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option immediately prior to the consummation of a Change of Control (but only to the extent such Option has not otherwise terminated); provided, however, that as a condition subsequent to the acceleration of the exercisability of the Time Option pursuant to this subsection, the Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability and any resulting exercise of the Option shall be void AB INITIO. (b) Subject to subsection (c), the Performance Option shall become exercisable with respect to an additional 20% of the total shares of Common Stock subject to such Option as set forth herein on each Determination Date as of which (A) Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target through such Determination Date and (B) actual EBITDA for the Plan Year ending immediately prior to such Determination Date equals or exceeds the EBITDA Target for that Plan Year. If EBITDA for a Plan Year is less than 100% of the EBITDA Target for such Plan Year or Cumulative EBITDA is less than the Cumulative EBITDA Target as of the last day of such Plan Year (a "Missed Year"), no portion of the Performance Option shall become exercisable pursuant to this subsection 3.1(b) on the Determination Date for such Plan Year. If, in any Plan Year subsequent to a Missed Year, EBITDA exceeds the EBITDA Target for such Plan Year AND Cumulative EBITDA as of the last day of such Plan Year exceeds the Cumulative EBITDA Target through such date, then any prior percentage of Performance Options in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminated). Notwithstanding the foregoing, in the event that as of the Determination Date immediately preceding the consummation of a Change of Control the Performance Option has become exercisable as to the entire portion for which such Option was eligible to become exercisable, the Performance Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option immediately prior to the consummation of Change of Control (but only to the extent such Option has not otherwise terminated); provided, however, that as a condition subsequent to the acceleration of the exercisability of the Performance Option pursuant to this subsection, the Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability and any resulting exercise of the Option shall be void AB INITIO. Further notwithstanding the above, the Performance Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option after seven years and eleven months after the Purchase Date (but only to the extent such Option has not otherwise terminated.) (i) For purposes of this Section 3.1:

Commencement of Exercisability. (a) Subject to subsection (c), All of the Time Option Options granted in this Agreement shall become exercisable with respect no later than the fifth anniversary of the Grant Date (the "Automatic Vesting Date"). Said Options shall remain exercisable for a period of thirty (30) days from the Automatic Vesting Date (provided, however, that the 30-day exercise period shall not include any days during which the Optionee is prohibited from selling Common Stock as a result of Company policy or regulations promulgated under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended), unless they previously became exercisable pursuant to an additional the provisions of subparagraph (b) below, in which event they shall continue to be exercisable according to the provisions of said paragraph. (b) On the last day of any period of twenty (20% ) consecutive trading days, after the Grant Date, during which the average of the Market Value per Share of the Common Stock equals or exceeds the Target Value indicated below, prior to the fifth anniversary of the Grant Date, the corresponding percentage of the total shares Options granted under this Agreement shall become immediately exercisable and shall continue to be exercisable until the tenth anniversary of Common Stock subject to such Option as set forth herein on each Determination the Grant Date. : AGGREGATE PERCENTAGE OF OPTIONS GRANTED HEREUNDER TARGET VALUE WHICH ARE EXERCISABLE $ 36.00 33 1/3% $ 42.00 66 2/3% $ 48.00 100% (c) Notwithstanding the foregoing, the Time no Option shall become exercisable as to 100% of the any additional shares of Common Stock subject to such following the termination of employment of the Optionee by the Company and its Subsidiaries for any reason other than a termination of employment because of retirement (as described below) death or Permanent Disability of the Optionee, and any Option (other than as provided in the next succeeding sentence) which is non-exercisable as of the Optionee's termination of employment shall be immediately prior to canceled. In the consummation event of a Change in Control, or in the event of Control (but only a termination of employment because of such death or Permanent Disability, any such Options shall become immediately exercisable. In the event of termination of employment for normal or delayed retirement pursuant to the extent such terms of any tax-qualified defined benefit retirement plan maintained by the Company in which the Optionee participates (a "Pension Plan"), the Option has not otherwise terminated); provided, however, that will become exercisable as a condition subsequent to the acceleration same proportion of the exercisability then unexercisable shares as is represented by the number of months which has elapsed since the Time Option pursuant to this subsection, the Change Date of Control shall be consummatedGrant compared with sixty months. In the event the contemplated Change Optionee's employment terminates (other than for reasons described above) after he is eligible for early retirement under the provisions of Control is not consummateda Pension Plan, the acceleration of exercisability and Committee may determine whether any resulting exercise of the Option shall be void AB INITIO. (b) Subject to subsection (c), the Performance Option shall become exercisable with respect to an additional 20% of the total shares of Common Stock subject to such Option as set forth herein on each Determination Date as of which (A) Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target through such Determination Date and (B) actual EBITDA for the Plan Year ending immediately prior to such Determination Date equals or exceeds the EBITDA Target for that Plan Year. If EBITDA for a Plan Year is less than 100% of the EBITDA Target for such Plan Year or Cumulative EBITDA is less than the Cumulative EBITDA Target as of the last day of such Plan Year (a "Missed Year"), no portion of the Performance Option shall become exercisable pursuant to this subsection 3.1(b) on the Determination Date for such Plan Year. If, in any Plan Year subsequent to a Missed Year, EBITDA exceeds the EBITDA Target for such Plan Year AND Cumulative EBITDA as of the last day of such Plan Year exceeds the Cumulative EBITDA Target through such date, then any prior percentage of Performance Options in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminated). Notwithstanding the foregoing, in the event that as of the Determination Date immediately preceding the consummation of a Change of Control the Performance Option has become exercisable as to the entire portion for which such Option was eligible to share will become exercisable, but in the Performance absence of such a determination, the Option shall become exercisable as to 100% any such additional shares will be canceled upon said termination of the shares of Common Stock subject to such Option immediately prior to the consummation of Change of Control (but only to the extent such Option has not otherwise terminated); provided, however, that as a condition subsequent to the acceleration of the exercisability of the Performance Option pursuant to this subsection, the Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability and any resulting exercise of the Option shall be void AB INITIO. Further notwithstanding the above, the Performance Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option after seven years and eleven months after the Purchase Date (but only to the extent such Option has not otherwise terminatedemployment.) (i) For purposes of this Section 3.1:

Commencement of Exercisability. (a) Subject The Option shall be subject to subsection both performance and service vesting conditions as described in Sections 3.1(b) and (c)) below, the Time Option shall become and will only be vested and exercisable with respect to an additional 20any of the Shares subject thereto when both the performance and service conditions have been achieved with respect to such Shares (except as otherwise provided in this Section 3.1). (b) The Option will satisfy the performance vesting component (the “Performance Vesting Condition”) with respect to 100% of the total shares Shares subject thereto if, on or prior to the Share Price Goal End Date set forth on Schedule A, the closing price for one Share as listed on the New York Stock Exchange has equaled or exceeded the Share Price Goal set forth on Schedule A for a period greater than or equal to 21 consecutive trading days. If the Performance Vesting Condition has not been achieved on or prior to the Share Price Goal End Date (and provided that the Option has not otherwise become vested and exercisable in connection with an earlier Change in Control or the Optionee’s termination of Common Stock employment due to death or Permanent Disability), the Option shall be automatically cancelled without payment upon the Share Price Goal End Date. (c) Except as otherwise provided in this Section 3, the Shares subject to such the Option as will satisfy the service vesting component (the “Service Vesting Condition”) with respect to one-third (1/3rd) of the Shares subject thereto based on the Optionee’s continued employment with the Company or any Subsidiary through each of the Service Vesting Dates set forth herein in Schedule A (each such date, a “Service Vesting Date”). (d) Upon a Change in Control that occurs on each Determination or prior to the Share Price Goal End Date. , the Option (to the extent it then remains outstanding) shall be deemed to have satisfied the Performance Vesting Condition, and (i) if the Option is not assumed, continued, or substituted by the Company or its successor as provided in Section 10 of the Plan and the Optionee is employed with the Company or any of its Subsidiaries on the effective date of the Change in Control, then, on the effective date of the Change in Control, the Option shall become immediately fully vested and exercisable with respect to 100% of the Shares subject thereto and (ii) if the Option is so assumed, continued or substituted by the Company or its successor, then the Option shall remain subject to satisfaction of the Service Vesting Condition; provided, that, if, prior to the final Service Vesting Date, the Optionee’s employment with the Company and its Subsidiaries (or any successors thereto) is involuntarily terminated by the Company and its Subsidiaries without Cause, terminated by the Optionee for Good Reason, or terminates due to the Optionee’s death, Permanent Disability or Retirement, then the Option shall become immediately fully vested and exercisable with respect to 100% of the Shares subject thereto effective upon the date of such termination of employment. (e) Upon a termination of the Optionee’s Employment for any reason (other than for Cause by the Company or any Subsidiary, without Good Reason by the Optionee or due to the Optionee’s death or Permanent Disability) prior to a Change in Control, (i) if the Performance Vesting Condition has been satisfied on or prior to the date of such termination of Employment, a pro-rata portion of the Shares subject to the Option that would, but for such termination, be scheduled to satisfy the Service Vesting Condition on the next Service Vesting Date following such termination of Employment will be deemed to have satisfied the Service Vesting Condition upon such termination date, with such pro-rata portion determined based on the number of days the Optionee was employed by the Company or any of its Subsidiaries since the immediately prior Service Vesting Date, relative to 365 days and (ii) if the Performance Vesting Condition has not been satisfied on or prior to the date of such termination of Employment, that portion of the Option that has satisfied the Service Vesting Condition on or prior to the date of termination plus a pro-rata portion of the Shares subject to the Option that would, but for such termination, be scheduled to satisfy the Service Vesting Condition on the next Service Vesting Date following such termination of Employment, with such pro-rata portion determined based on the number of days the Optionee was employed by the Company or any of its Subsidiaries since the immediately prior Service Vesting Date, relative to 365 days (such portions of the Option, collectively, the “Service Vested Portion”), shall remain outstanding following such termination and shall vest and become exercisable on the date on which the Performance Vesting Condition is satisfied; provided, that, if the Performance Vesting Condition is not satisfied on or prior to the Share Price Goal End Date, the Service Vested Portion shall be automatically cancelled without payment upon the Share Price Goal End Date. (f) Upon the Optionee’s death or Permanent Disability prior to a Change in Control while the Option remains outstanding, the Option shall become immediately fully vested and exercisable with respect to 100% of the Shares subject thereto, without regard to whether either the Service Vesting Condition or Performance Vesting Condition has been satisfied at the time of such termination of Employment. (g) Notwithstanding the foregoing, no portion of the Time Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option immediately prior to the consummation of a Change of Control any additional Shares (but only to the extent such Option has which do not otherwise terminatedbecome exercisable in accordance with Sections 3.1(d); provided, however(e), that as a condition subsequent to or (f) above) following the acceleration Optionee’s termination of the exercisability of the Time Option pursuant to this subsection, the Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability Employment for any reason and any resulting exercise portion of the Option which is unexercisable as of the Optionee’s termination of Employment, shall be void AB INITIO. immediately cancelled without payment therefor. Accordingly, except as is provided in Sections 3.1(d) and (b) Subject to subsection (cf), if at the time of the Optionee’s termination, the Performance Vesting Condition has not been satisfied, then the Option shall become automatically expire without becoming exercisable with respect to an additional 20% of the total shares of Common Stock subject to such Option as set forth herein on each Determination Date as of which (A) Cumulative EBITDA equals even if all or exceeds the Cumulative EBITDA Target through such Determination Date and (B) actual EBITDA for the Plan Year ending immediately prior to such Determination Date equals or exceeds the EBITDA Target for that Plan Year. If EBITDA for a Plan Year is less than 100% of the EBITDA Target for such Plan Year or Cumulative EBITDA is less than the Cumulative EBITDA Target as of the last day of such Plan Year (a "Missed Year"), no portion of the Performance Option shall become exercisable pursuant to this subsection 3.1(b) on the Determination Date for such Plan Year. If, in any Plan Year subsequent to a Missed Year, EBITDA exceeds the EBITDA Target for such Plan Year AND Cumulative EBITDA as of the last day of such Plan Year exceeds the Cumulative EBITDA Target through such date, then any prior percentage of Performance Options in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminated). Notwithstanding satisfied the foregoing, in the event that as of the Determination Date immediately preceding the consummation of a Change of Control the Performance Option has become exercisable as to the entire portion for which such Option was eligible to become exercisable, the Performance Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option immediately prior to the consummation of Change of Control (but only to the extent such Option has not otherwise terminated); provided, however, that as a condition subsequent to the acceleration of the exercisability of the Performance Option pursuant to this subsection, the Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability and any resulting exercise of the Option shall be void AB INITIO. Further notwithstanding the above, the Performance Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option after seven years and eleven months after the Purchase Date (but only to the extent such Option has not otherwise terminatedService Vesting Condition.) (i) For purposes of this Section 3.1:

Commencement of Exercisability. (a) Subject an Option to subsection (c), the Time Option Purchase shall become exercisable with respect to an additional 20% as follows: After the first anniversary of the total shares Trigger Date 20 % After the second anniversary of Common Stock subject to such Option as set forth herein on each Determination Date. the Trigger Date 40 % After the third anniversary of the Trigger Date 60 % After the fourth anniversary of the Trigger Date 80 % After the fifth anniversary of the Trigger Date 100 % Notwithstanding the foregoing, the Time (x) no Option to Purchase shall become exercisable prior to the time the Plan is approved by the Company’s stockholders, and (y) subject to the immediately preceding clause (x), the Option to Purchase shall become immediately exercisable as to 100% of the shares of Common Stock subject to such Option to Purchase immediately prior to the consummation of a Change of Control (but only to the extent such Option to Purchase has not otherwise terminatedterminated or become exercisable); provided. The sale or disposition of a division, however, that as a condition subsequent business segment or Subsidiary of the Company shall not cause an Option to Purchase to become immediately exercisable. Pursuant to the acceleration authority granted to it in Section 5.1, the Committee shall decide what, if any, Option to Purchase shall become exercisable and when any such Option to Purchase must be exercised upon the sale or disposition of a division, business segment or Subsidiary of the exercisability of the Time Option pursuant to this subsection, the Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability and any resulting exercise of the Option shall be void AB INITIOCompany. (b) Subject to subsection (c), the Performance Option shall become exercisable with respect to an additional 20% of the total shares of Common Stock subject to such Option as set forth herein on each Determination Date as of which (A) Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target through such Determination Date and (B) actual EBITDA for the Plan Year ending immediately prior to such Determination Date equals or exceeds the EBITDA Target for that Plan Year. If EBITDA for a Plan Year is less than 100% of the EBITDA Target for such Plan Year or Cumulative EBITDA is less than the Cumulative EBITDA Target as of the last day of such Plan Year (a "Missed Year"), no portion of the Performance Option shall become exercisable pursuant to this subsection 3.1(b) on the Determination Date for such Plan Year. If, in any Plan Year subsequent to a Missed Year, EBITDA exceeds the EBITDA Target for such Plan Year AND Cumulative EBITDA as of the last day of such Plan Year exceeds the Cumulative EBITDA Target through such date, then any prior percentage of Performance Options in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminated). Notwithstanding the foregoing, in the event that as of the Determination Date immediately preceding the consummation of a Change of Control the Performance no Option has become exercisable as to the entire portion for which such Option was eligible to become exercisable, the Performance Option Purchase shall become exercisable as to 100% of the any additional shares of Common Stock subject to such Option immediately prior to following the consummation termination of Change of Control (but only to the extent such Option has not otherwise terminated); provided, however, that as a condition subsequent to the acceleration employment of the exercisability Optionee for any reason other than a termination of employment because of death, Retirement or Permanent Disability of the Performance Optionee, and any Option pursuant to this subsection, Purchase (other than as provided in the Change next succeeding sentence) which is non-exercisable as of Control the Optionee’s termination of employment shall be consummatedimmediately cancelled. In the event the contemplated Change of Control is not consummateda termination of employment because of death, the acceleration of exercisability and any resulting exercise Retirement or Permanent Disability of the Optionee and provided that the Optionee has been employed for at least three years after June 6, 2000, all Option shall be void AB INITIO. Further notwithstanding the above, the Performance Option to Purchase awarded hereunder shall become immediately exercisable. If the Optionee has not been employed for such three-year period, then Option to Purchase shall not become exercisable as to 100% of the for any additional shares of Common Stock subject to such Option after seven years and eleven months after the Purchase Date (but only to the extent such Option has not otherwise terminatedStock.) (i) For purposes of this Section 3.1:

Commencement of Exercisability. (a) Subject to subsection (c), the Time The Option shall become exercisable with respect to an additional 20% of the total shares of Common Stock subject to such Option as set forth herein on each Determination Date. Notwithstanding the foregoing, the Time Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option immediately prior to in respect of each Fiscal Year (beginning with the consummation 2004 Fiscal Year) upon the achievement by the Company of a Change the Performance Targets established in respect of Control (but only to the extent each such Option has not otherwise terminated)Fiscal Year and set forth on Appendix A attached hereto; provided, however, that as a condition subsequent to the acceleration of the exercisability of the Time Option pursuant to this subsection, the Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability and any resulting exercise of the such Option shall be void AB INITIO. (b) Subject to subsection (c), the Performance Option shall only become exercisable with respect as to an additional 20% of the total shares of Common Stock subject to such Option as set forth herein on (each Determination Date as of which (A) Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target through such Determination Date and (B) actual EBITDA for the Plan Year ending immediately prior to such Determination Date equals or exceeds the EBITDA Target for that Plan Year. If EBITDA for a Plan Year is less than 10020% of the EBITDA shares, a "Tranche") on the December 31 of each such Fiscal Year upon the occurrence of the Financial Statement Approval Date applicable to such Fiscal Year so long as either (i) the Optionee remains employed with the Company on the applicable Financial Statement Approval Date or (ii) an Interim Termination Event occurs between such December 31 and the applicable Financial Statement Approval Date. If the Company does not achieve its Performance Target for such Plan Year or Cumulative EBITDA is less than the Cumulative EBITDA Target as of the last day of such Plan any given Fiscal Year (a "Missed Year"), no portion the Option shall not become exercisable in respect of such Fiscal Year, as set forth in the immediately preceding sentence; provided, however, that if the Company achieves the Performance Option shall become exercisable pursuant to this subsection 3.1(b) on the Determination Date Target as established for such Plan Year. If, in any Plan Fiscal Year subsequent to a Missed Year, EBITDA exceeds the EBITDA Target for such Plan Year AND Cumulative EBITDA as of the last day of such Plan Year exceeds the Cumulative EBITDA Target through such date, then any prior percentage of Performance Options the Option (the exercisability of which had not previously occurred) in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminatedterminated or become exercisable). Notwithstanding the foregoing, in the event that as of the Determination Date immediately preceding the consummation of a Change of Control the Performance Option has become exercisable as to the entire portion for which such Option was eligible to become exercisable, the Performance Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option immediately prior (to the consummation extent such Option has not otherwise terminated or become exercisable) on the eighth anniversary of the Grant Date. (b) Notwithstanding the foregoing, upon the occurrence of a Change of Control prior to December 31, 2008, the Option (but only to the extent such Option has not otherwise terminated); provided, however, that as a condition subsequent ) shall be exercisable with respect to the acceleration number of shares of Common Stock equal to the exercisability total number of shares of Common Stock subject to the Performance Option pursuant multiplied by a fraction, (i) the numerator or which is the number of shares of Common Stock that have previously become exercisable in respect of prior Fiscal Years, plus, with respect to this subsection, the Tranche that could have become vested in respect the Fiscal Year in which the Change of Control shall be consummated. In occurs, if the event Board determines, in its sole discretion (exercised in good faith) that, as of the contemplated date of the Change of Control, the Company would, but for the Change of Control, have achieved the Annual Performance Target for such year, a pro rata portion of such Tranche (based on the number of days that have elapsed in such Fiscal Year through the date of the Change of Control, relative to 365 days) (the "Pro-Rata Fiscal Year") and (ii) the denominator of which is the maximum number of shares that could have become vested in such completed Fiscal Years (whether or not they actually vested), plus a pro-rata portion of the maximum number of shares that could have become vested for the Fiscal Year in which the Change of Control is not consummated, the acceleration of exercisability and any resulting exercise occurred. (See Exhibit I for an example of the Option shall be void AB INITIO. Further notwithstanding application of this Section 3.1(b).) (c) Notwithstanding the aboveforegoing, the Performance no Option shall become exercisable as to 100% of the any additional shares of Common Stock subject to such following the termination of employment of the Optionee for any reason, and any Option after seven years and eleven months after which is non-exercisable as of the Purchase Date (but only to the extent such Option has not otherwise terminatedOptionee's termination of employment shall immediately be cancelled.) (i) For purposes of this Section 3.1:

Commencement of Exercisability. (a) Subject The Option shall be subject to subsection both performance and service vesting conditions as described in Sections 3.1(b) and (c)) below, the Time Option shall become and will only be vested and exercisable with respect to an additional 20any of the Shares subject thereto when both the performance and service conditions have been achieved with respect to such Shares (except as otherwise provided in this Section 3.1). (b) The Option will satisfy the performance vesting component (the “Performance Vesting Condition”) with respect to 100% of the total shares Shares subject thereto if, on or prior to the Share Price Goal End Date set forth on Schedule A, the closing price for one Share as listed on the New York Stock Exchange has equaled or exceeded the Share Price Goal set forth on Schedule A for a period greater thanor equal to 21 consecutive trading days. If the Performance Vesting Condition has not been achieved on or prior to the Share Price Goal End Date (and provided that the Option has not otherwise become vested and exercisable in connection with an earlier Change in Control or the Optionee’s termination of Common Stock employment due to death or Permanent Disability), the Option shall be automatically cancelled without payment upon the Share Price Goal End Date. (c) Except as otherwise provided in this Section 3, the Shares subject to the Option will satisfy the service vesting component (the “Service Vesting Condition”) with respect to 100% of the Shares subject thereto based on the Optionee’s continued employment with the Company or any Subsidiary through the Share Price Goal End Date (such date, the “Service Vesting Date”). (d) Upon a Change in Control that occurs on or prior to the Share Price Goal End Date, the Option (to the extent it then remains outstanding) shall be deemed to have satisfied the Performance Vesting Condition, and (i) if the Option is not assumed, continued, or substituted by the Company or its successor as set forth herein provided in Section 9 of the Plan and the Optionee is employed with the Company or any of its Subsidiaries on each Determination the effective date of the Change in Control, then, on the effective date of the Change in Control, the Option shall become immediately fully vested and exercisable with respect to 100% of the Shares subject thereto and (ii) if the Option is so assumed, continued or substituted by the Company or its successor, then the Option shall remain subject to satisfaction of the Service Vesting Condition; provided, that, if, prior to the Service Vesting Date. , the Optionee’s employment with the Company and its Subsidiaries (or any successors thereto) is involuntarily terminated by the Company and its Subsidiaries without Cause, terminated by the Optionee for Good Reason, or terminates due to the Optionee’s death, Permanent Disability or Retirement, then the Option shall become immediately fully vested and exercisable with respect to 100% of the Shares subject thereto effective upon the date of such termination of employment. (e) Upon a termination of the Optionee’s Employment for any reason (other than for Cause by the Company or any Subsidiary, without Good Reason by the Optionee or due to the Optionee’s death or Permanent Disability) prior to a Change in Control, (i) if the Performance Vesting Condition has been satisfied on or prior to the date of such termination of Employment, a pro rata portion of the Shares subject to the Option will be deemed to have satisfied the Service Vesting Condition upon such termination date, which pro rata portion shall be determined by multiplying the total number of Shares subject to the Option by a fraction, the numerator of which is the number of days commencing on the Grant Date and ending on the date of the termination of the Optionee’s Employment and the denominator of which is the number of days from the Grant Date through the Service Vesting Date (such portion, the “Pro Rata Portion of the Option”) and the Option shall automatically expire with respect to the remainder of the Shares subject thereto without becoming exercisable, and (ii) if the Performance Vesting Condition has not been satisfied on or prior to the date of such termination of Employment, the Pro Rata Portion of the Option will be deemed to have satisfied the Service Vesting Condition upon such termination date and shall remain outstanding following such termination and shall vest and become exercisable on the date on which the Performance Vesting Condition is satisfied and the Option shall automatically expire with respect to the remainder of the Shares subject thereto without becoming exercisable; provided, that, if the Performance Vesting Condition is not satisfied on or prior to the Share Price Goal End Date, the Pro Rata Portion of the Option shall be automatically cancelled without payment upon the Share Price Goal End Date. (f) Upon the Optionee’s death or Permanent Disability prior to a Change in Control while the Option remains outstanding, the Option shall become immediately fully vested and exercisable with respect to 100% of the Shares subject thereto, without regard to whether either the Service Vesting Condition or Performance Vesting Condition has been satisfied at the time of such termination of Employment. (g) Notwithstanding the foregoing, no portion of the Time Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option immediately prior to the consummation of a Change of Control any additional Shares (but only to the extent such Option has which do not otherwise terminatedbecome exercisable in accordance with Sections 3.1(d); provided, however(e), that as a condition subsequent to or (f) above) following the acceleration Optionee’s termination of the exercisability of the Time Option pursuant to this subsection, the Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability Employment for any reason and any resulting exercise portion of the Option which is unexercisable as of the Optionee’s termination of Employment, shall be void AB INITIO. immediately cancelled without payment therefor. Accordingly, except as is provided in Sections 3.1(d), (be) Subject to subsection and (cf), if at the time of the Optionee’s termination, the Performance Vesting Condition has not been satisfied, then the Option shall become automatically expire without becoming exercisable with respect to an additional 20% of the total shares of Common Stock subject to such Option as set forth herein on each Determination Date as of which (A) Cumulative EBITDA equals even if all or exceeds the Cumulative EBITDA Target through such Determination Date and (B) actual EBITDA for the Plan Year ending immediately prior to such Determination Date equals or exceeds the EBITDA Target for that Plan Year. If EBITDA for a Plan Year is less than 100% of the EBITDA Target for such Plan Year or Cumulative EBITDA is less than the Cumulative EBITDA Target as of the last day of such Plan Year (a "Missed Year"), no portion of the Performance Option shall become exercisable pursuant to this subsection 3.1(b) on the Determination Date for such Plan Year. If, in any Plan Year subsequent to a Missed Year, EBITDA exceeds the EBITDA Target for such Plan Year AND Cumulative EBITDA as of the last day of such Plan Year exceeds the Cumulative EBITDA Target through such date, then any prior percentage of Performance Options in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminated). Notwithstanding satisfied the foregoing, in the event that as of the Determination Date immediately preceding the consummation of a Change of Control the Performance Option has become exercisable as to the entire portion for which such Option was eligible to become exercisable, the Performance Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option immediately prior to the consummation of Change of Control (but only to the extent such Option has not otherwise terminated); provided, however, that as a condition subsequent to the acceleration of the exercisability of the Performance Option pursuant to this subsection, the Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability and any resulting exercise of the Option shall be void AB INITIO. Further notwithstanding the above, the Performance Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option after seven years and eleven months after the Purchase Date (but only to the extent such Option has not otherwise terminatedService Vesting Condition.) (i) For purposes of this Section 3.1:

Commencement of Exercisability. (a) Subject So long as the Optionee continues to subsection be an Eligible Individual performing bona fide services to or for the Company through the applicable vesting date(s) below (ceach, a “Vesting Date”), the Time Option shall become vested and exercisable with respect pursuant to an additional 20% the following schedule: <<Vesting Date 1>> <<Number of the total shares Options 1>> <<Vesting Date 2>> <<Number of Common Stock subject to such Option as set forth herein on each Determination Date. Options 2>> <<Vesting Date 3>> <<Number of Options 3>> (b) Notwithstanding the foregoing, if, before the Time final Vesting Date, but on or within the eighteen (18) months after a Change in Control, the Optionee ceases to be an Eligible Individual either because the Company or its successor terminates the Optionee’s employment or other service relationship without Cause or the Optionee terminates due to Good Reason, the Option shall become exercisable as to 100% of the shares of Common Stock subject to the Option on such Option immediately prior to the consummation of a Change of Control termination date (but only to the extent such Option has not otherwise terminatedterminated or become exercisable); provided, however, that as a condition subsequent to the acceleration of the exercisability of the Time Option pursuant to this subsection, the Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability and any resulting exercise of the Option shall be void AB INITIO. (bc) Subject to subsection (c)If, before a Vesting Date, the Performance Option shall become exercisable with respect Optionee ceases to be an additional 20% Eligible Individual due to the Optionee’s death or Permanent Disability, the Optionee will vest on the Optionee’s termination date in the number of the total shares of Common Stock subject to such the Option as set forth herein on each Determination Date as of which that would have vested had the Optionee remained employed until the next scheduled Vesting Date. (Ad) Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target through such Determination Date and (B) actual EBITDA for the Plan Year ending immediately prior to such Determination Date equals or exceeds the EBITDA Target for that Plan Year. If EBITDA for a Plan Year is less than 100% of the EBITDA Target for such Plan Year or Cumulative EBITDA is less than the Cumulative EBITDA Target as of the last day of such Plan Year (a "Missed Year"), no No portion of the Performance Option shall become exercisable pursuant to this subsection 3.1(b) on the Determination Date for such Plan Year. If, in any Plan Year subsequent to a Missed Year, EBITDA exceeds the EBITDA Target for such Plan Year AND Cumulative EBITDA as of the last day of such Plan Year exceeds the Cumulative EBITDA Target through such date, then any prior percentage of Performance Options in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminated). Notwithstanding the foregoing, in the event that as of the Determination Date immediately preceding the consummation of a Change of Control the Performance Option has become exercisable as to the entire portion for which such Option was eligible to become exercisable, the Performance Option shall become exercisable as to 100% of the any additional shares of Common Stock subject following the time the Optionee ceases to such Option immediately prior to the consummation of Change of Control (but only to the extent such Option has not otherwise terminated); providedbe an Eligible Individual, however, that as a condition subsequent to the acceleration of the exercisability of the Performance Option pursuant to this subsection, the Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability and any resulting exercise portion of the Option shall be void AB INITIO. Further notwithstanding the above, the Performance Option shall become exercisable which is unexercisable as to 100% of the shares Optionee’s cessation of Common Stock subject to such Option after seven years and eleven months after the Purchase Date (but only to the extent such Option has not otherwise terminatedservice as an Eligible Individual shall immediately expire without payment therefor.) (i) For purposes of this Section 3.1:

Commencement of Exercisability. (a) Subject to subsection (c), the Time The Option shall become exercisable with respect to an additional 20% of the total shares of Common Stock subject to such Option as set forth herein on each Determination Date. Notwithstanding the foregoing, the Time Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option immediately prior to in respect of each Fiscal Year (beginning with the consummation 2004 Fiscal Year) upon the achievement by the Company of a Change the Performance Targets established in respect of Control (but only to the extent each such Option has not otherwise terminated)Fiscal Year and set forth on Appendix A attached hereto; provided, however, that as a condition subsequent to the acceleration of the exercisability of the Time Option pursuant to this subsection, the Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability and any resulting exercise of the such Option shall be void AB INITIO. (b) Subject to subsection (c), the Performance Option shall only become exercisable with respect as to an additional 20% of the total shares of Common Stock subject to such Option as set forth herein on (each Determination Date as of which (A) Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target through such Determination Date and (B) actual EBITDA for the Plan Year ending immediately prior to such Determination Date equals or exceeds the EBITDA Target for that Plan Year. If EBITDA for a Plan Year is less than 10020% of the EBITDA shares, a "Tranche") on the December 31 of each such Fiscal Year upon the occurrence of the Financial Statement Approval Date applicable to such Fiscal Year so long as either (i) the Optionee remains employed with the Company on the applicable Financial Statement Approval Date or (ii) an Interim Termination Event occurs between such December 31 and the applicable Financial Statement Approval Date. If the Company does not achieve its Performance Target for such Plan Year or Cumulative EBITDA is less than the Cumulative EBITDA Target as of the last day of such Plan any given Fiscal Year (a "Missed Year"), no portion the Option shall not become exercisable in respect of such Fiscal Year, as set forth in the immediately preceding sentence; provided, however, that if the Company achieves the Performance Option shall become exercisable pursuant to this subsection 3.1(b) on the Determination Date Target as established for such Plan Year. If, in any Plan Fiscal Year subsequent to a Missed Year, EBITDA exceeds the EBITDA Target for such Plan Year AND Cumulative EBITDA as of the last day of such Plan Year exceeds the Cumulative EBITDA Target through such date, then any prior percentage of Performance Options the Option (the exercisability of which had not previously occurred) in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminatedterminated or become exercisable). Notwithstanding the foregoing, in the event that as of the Determination Date immediately preceding the consummation of a Change of Control the Performance Option has become exercisable as to the entire portion for which such Option was eligible to become exercisable, the Performance Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option immediately prior (to the consummation extent such Option has not otherwise terminated or become exercisable) on the eighth anniversary of the Grant Date. (b) Notwithstanding the foregoing, upon the occurrence of a Change of Control prior to December 31, 2008, the Option (but only to the extent such Option has not otherwise terminated); provided, however, that as a condition subsequent ) shall be exercisable with respect to the acceleration number of shares of Common Stock equal to the exercisability total number of shares of Common Stock subject to the Performance Option pursuant multiplied by a fraction, (i) the numerator or which is the number of shares of Common Stock that have previously become exercisable in respect of prior Fiscal Years, plus, with respect to this subsection, the Tranche that could have become vested in respect the Fiscal Year in which the Change of Control shall be consummated. In occurs, if the event Board determines, in its sole discretion (exercised in good faith) that, as of the contemplated date of the Change of Control, the Company would, but for the Change of Control, have achieved the Performance Target for such year, a pro rata portion of such Tranche (based on the number of days that have elapsed in such Fiscal Year through the date of the Change of Control, relative to 365 days) (the "Pro-Rata Fiscal Year") and (ii) the denominator of which is the maximum number of shares that could have become vested in such completed Fiscal Years (whether or not they actually vested), plus a pro-rata portion of the maximum number of shares that could have become vested for the Fiscal Year in which the Change of Control is not consummated, the acceleration of exercisability and any resulting exercise occurred. (See Exhibit I for an example of the Option shall be void AB INITIO. Further notwithstanding application of this Section 3.1(b).) (c) Notwithstanding the aboveforegoing, the Performance no Option shall become exercisable as to 100% of the any additional shares of Common Stock subject to such following the termination of employment of the Optionee for any reason, and any Option after seven years and eleven months after which is non-exercisable as of the Purchase Date (but only to the extent such Option has not otherwise terminatedOptionee's termination of employment shall immediately be cancelled.) (i) For purposes of this Section 3.1:

Commencement of Exercisability. (a) Subject an Option to subsection (c), the Time Option Purchase shall become exercisable with respect to an additional 20% as follows: After the first anniversary of the total shares Trigger Date 20 % After the second anniversary of Common Stock subject to such Option as set forth herein on each Determination Date. the Trigger Date 40 % After the third anniversary of the Trigger Date 60 % After the fourth anniversary of the Trigger Date 80 % After the fifth anniversary of the Trigger Date 100 % Notwithstanding the foregoing, the Time (x) no Option to Purchase shall become exercisable prior to the time the Plan is approved by the Company’s stockholders, and (y) subject to the immediately preceding clause (x), the Option to Purchase shall become immediately exercisable as to 100% of the shares of Common Stock subject to such Option to Purchase immediately prior to the consummation of a Change of Control (but only to the extent such Option has to Purchase have not otherwise terminatedterminated or become exercisable); provided. The sale or disposition of a division, however, that as a condition subsequent business segment or Subsidiary of the Company shall not cause an Option to Purchase to become immediately exercisable. Pursuant to the acceleration authority granted to it in Section 5.1, the Committee shall decide what, if any, Option to Purchase shall become exercisable and when any such Option to Purchase must be exercised upon the sale or disposition of a division, business segment or Subsidiary of the exercisability of the Time Option pursuant to this subsection, the Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability and any resulting exercise of the Option shall be void AB INITIOCompany. (b) Subject to subsection (c), the Performance Option shall become exercisable with respect to an additional 20% of the total shares of Common Stock subject to such Option as set forth herein on each Determination Date as of which (A) Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target through such Determination Date and (B) actual EBITDA for the Plan Year ending immediately prior to such Determination Date equals or exceeds the EBITDA Target for that Plan Year. If EBITDA for a Plan Year is less than 100% of the EBITDA Target for such Plan Year or Cumulative EBITDA is less than the Cumulative EBITDA Target as of the last day of such Plan Year (a "Missed Year"), no portion of the Performance Option shall become exercisable pursuant to this subsection 3.1(b) on the Determination Date for such Plan Year. If, in any Plan Year subsequent to a Missed Year, EBITDA exceeds the EBITDA Target for such Plan Year AND Cumulative EBITDA as of the last day of such Plan Year exceeds the Cumulative EBITDA Target through such date, then any prior percentage of Performance Options in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminated). Notwithstanding the foregoing, in the event that as of the Determination Date immediately preceding the consummation of a Change of Control the Performance no Option has become exercisable as to the entire portion for which such Option was eligible to become exercisable, the Performance Option Purchase shall become exercisable as to 100% of the any additional shares of Common Stock subject to such Option immediately prior to following the consummation termination of Change of Control (but only to the extent such Option has not otherwise terminated); provided, however, that as a condition subsequent to the acceleration employment of the exercisability Optionee for any reason other than a termination of employment because of death, Retirement or Permanent Disability of the Performance Optionee, and any Option pursuant to this subsection, Purchase (other than as provided in the Change next succeeding sentence) which is non-exercisable as of Control the Optionee’s termination of employment shall be consummatedimmediately cancelled. In the event the contemplated Change of Control is not consummateda termination of employment because of death, the acceleration of exercisability and any resulting exercise Retirement or Permanent Disability of the Optionee and provided that the Optionee has been employed for at least three years after June 6, 2000, all Option shall be void AB INITIO. Further notwithstanding the above, the Performance Option to Purchase awarded hereunder shall become immediately exercisable. If the Optionee has not been employed for such three-year period, then Option to Purchase shall not become exercisable as to 100% of the for any additional shares of Common Stock subject to such Option after seven years and eleven months after the Purchase Date (but only to the extent such Option has not otherwise terminatedStock.) (i) For purposes of this Section 3.1:

Commencement of Exercisability. (a) Subject to subsection (c), the Time The Performance Option shall become exercisable with respect to an additional 20% of the total shares of Common Stock subject to such Option as set forth herein on each Determination Date. Notwithstanding the foregoing, the Time Option shall become exercisable as to 10033 1/3% of the shares of Common Stock subject to such Option immediately prior to the consummation of a Change of Control (but only to the extent such Option has not otherwise terminated); provided, however, that as a condition subsequent to the acceleration of the exercisability of the Time Option pursuant to this subsection, the Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability and any resulting exercise of the Option shall be void AB INITIO. (b) Subject to subsection (c), the Performance Option shall become exercisable with respect to an additional 20% of the total shares of Common Stock subject to such Option as set forth herein on each Vesting Date following a Determination Date as of which (A) that the Company's Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target through as of such Determination Date and (B) the actual EBITDA for the Plan Year ending immediately prior to such Determination Date that year equals or exceeds the EBITDA Target for that Plan Yearyear. If the Company's EBITDA for a Plan Year is less than 100% of the EBITDA Target for such Plan Year or Cumulative EBITDA is less than the Cumulative EBITDA Target as of the last day of such Plan Year (a "Missed Year"), no portion of the such Performance Option shall become exercisable pursuant with respect to this subsection 3.1(b) any additional shares of Common Stock on the Determination Vesting Date for such Plan Year. If, in for any Plan Year subsequent to a Missed Year, EBITDA exceeds the EBITDA Target for such Plan Year AND and Cumulative EBITDA as of the last day of such Plan Year exceeds the Cumulative EBITDA Target through such dateTarget, then any prior percentage of Performance Options Option in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminatedterminated or become exercisable). . (b) Notwithstanding the foregoing, in the event that as of the Determination Date immediately preceding the consummation of a Change of Control the Performance Option has become exercisable as to the entire portion for which such Option was eligible to become exercisable, the Performance Option shall become immediately exercisable as to 100% of the shares of Common Stock subject to such Option on the earlier of (i) seven years and 11 months after the Grant Date (but only to the extent such Option has not otherwise terminated or become exercisable) and (ii) immediately prior to the consummation of a Change of Control (but only to the extent such Option has not otherwise terminatedterminated or become exercisable); provided. A "Change of Control" means (i) a sale of all or substantially all of the assets of the Company to a Person who is not an Affiliate of Kohlberg Kravis Roberts & Co., howeverL.P. ("KKR"), that as (ii) a condition subsequent sale by KKR or any of its Affixxxxxx resulting in more than 50% of the voting stock of the Company (on a fully diluted basis, including, without limitation, after giving effect to the acceleration of the exercisability of the Performance Option pursuant to this subsection, the Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability and any resulting exercise of the Option shall be void AB INITIO. Further notwithstanding the above, the Performance Option shall become exercisable as option to 100% of the purchase 3,606,881 shares of Common Stock subject granted to such Option after seven years and eleven months after RFM Acquisition LLC by the Purchase Date Company) being held by a Person or Group that does not include KKR or any of its Affiliates or the Management Group or (but only to iii) a merger or consolidation of the extent such Option has Company into another Person which is not otherwise terminatedan Affiliate of KKR. "Person" means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature. "Group" means two or more Persons acting together as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Company.) (i) For purposes of this Section 3.1:

Commencement of Exercisability. (a) Subject an Option to subsection (c), the Time Option Purchase shall become exercisable with respect to an additional 20% as follows: After the first anniversary of the total shares Trigger Date 20 % After the second anniversary of Common Stock subject to such Option as set forth herein on each Determination Date. the Trigger Date 40 % After the third anniversary of the Trigger Date 60 % After the fourth anniversary of the Trigger Date 80 % After the fifth anniversary of the Trigger Date 100 % Notwithstanding the foregoing, the Time (x) no Option to Purchase shall become exercisable prior to the time the Plan is approved by the Company’s stockholders, and (y) subject to the immediately preceding clause (x), the Option to Purchase shall become immediately exercisable as to 100% of the shares of Common Stock subject to such Option to Purchase immediately prior to the consummation of a Change of Control (but only to the extent such Option to Purchase has not otherwise terminatedterminated or become exercisable); provided. The sale or disposition of a division, however, that as a condition subsequent business segment or Subsidiary of the Company shall not cause an Option to Purchase to become immediately exercisable. Pursuant to the acceleration authority granted to it in Section 5.1, the Committee shall decide what, if any, Option to Purchase shall become exercisable and when any such Option to Purchase must be exercised upon the sale or disposition of a division, business segment or Subsidiary of the exercisability of the Time Option pursuant to this subsection, the Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability and any resulting exercise of the Option shall be void AB INITIOCompany. (b) Subject to subsection (c), the Performance Option shall become exercisable with respect to an additional 20% of the total shares of Common Stock subject to such Option as set forth herein on each Determination Date as of which (A) Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target through such Determination Date and (B) actual EBITDA for the Plan Year ending immediately prior to such Determination Date equals or exceeds the EBITDA Target for that Plan Year. If EBITDA for a Plan Year is less than 100% of the EBITDA Target for such Plan Year or Cumulative EBITDA is less than the Cumulative EBITDA Target as of the last day of such Plan Year (a "Missed Year"), no portion of the Performance Option shall become exercisable pursuant to this subsection 3.1(b) on the Determination Date for such Plan Year. If, in any Plan Year subsequent to a Missed Year, EBITDA exceeds the EBITDA Target for such Plan Year AND Cumulative EBITDA as of the last day of such Plan Year exceeds the Cumulative EBITDA Target through such date, then any prior percentage of Performance Options in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminated). Notwithstanding the foregoing, in the event that as of the Determination Date immediately preceding the consummation of a Change of Control the Performance no Option has become exercisable as to the entire portion for which such Option was eligible to become exercisable, the Performance Option Purchase shall become exercisable as to 100% of the any additional shares of Common Stock subject to such Option immediately prior to following the consummation termination of Change of Control (but only to the extent such Option has not otherwise terminated); provided, however, that as a condition subsequent to the acceleration employment of the exercisability Optionee for any reason other than a termination of employment because of the Performance death or Permanent Disability or Retirement of the Optionee, and any Option pursuant to this subsection, Purchase (other than as provided in the Change next succeeding sentence) which is non-exercisable as of Control the Optionee’s termination of employment shall be consummatedimmediately cancelled. In the event of a termination of employment because of death or Permanent Disability of the contemplated Change of Control is not consummatedOptionee and provided that the Optionee has been employed for at least three years, the acceleration of exercisability and any resulting exercise of Option to Purchase awarded hereunder shall become immediately exercisable. If the Optionee has not been employed for at least three years, then the Option to Purchase shall be void AB INITIO. Further notwithstanding the above, the Performance Option shall not become exercisable as to 100% of the for any additional shares of Common Stock subject Stock. In the event of a termination of employment because of Retirement of the Optionee, the Option to such Purchase the Committee in its sole and absolute discretion shall have the authority to decide if any Option after seven years to Purchase that is not exercisable as of the date of Retirement shall continue to vest and eleven months after be exercisable as though the Purchase Date (but only to the extent such Option has Optionee’s employment had not otherwise been terminated.) (i) For purposes of this Section 3.1: