Common use of Exercisability of Option Clause in Contracts

Exercisability of Option. 4.1 Subject to Section 4.2, and unless otherwise provided in this Option Agreement or the Plan, the Option shall entitle the Optionee to purchase, in whole at any time or in part from time to time, one-third (1/3rd) of the total number of Shares covered by the Option on the first anniversary of the Grant Date, an additional one-third (1/3rd) of the total number of Shares covered by the Option on the second anniversary of the Grant Date and the final one-third (1/3rd) of the total number of Shares covered by the Option on the expiration of the third anniversary of the Grant Date. Each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term. Any fractional number of shares resulting from the application of the foregoing percentages shall be rounded to the next higher whole number of Shares (not to exceed the total number of Shares granted as provided in Section 1.1). 4.2 No right of purchase in respect of the Option shall become exercisable by virtue of Section 4.1 prior to the Determination Date. As promptly as practicable following December 31, 2012, the Committee shall determine, subject to Section 4.3, whether the following conditions have been satisfied (the “Performance Conditions”): (a) the Company’s Diluted EPS for the year ended December 31, 2012 is at least $8.35; and (b) the Company’s Free Cash Flow for the year ended December 31, 2012 is at least $1,100,000 (the date of such determinations being referred to herein as the “Determination Date”). In the event that (i) the Committee determines that only one of the two Performance Conditions shall have been satisfied as of the Determination Date and (ii) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then the number of Shares subject to the Option shall be automatically reduced by 50% (rounded to the nearest whole Share). In the event that (1) the Committee determines that none of the Performance Conditions shall have been satisfied as of the Determination Date and (2) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then Optionee’s right to exercise all or any portion of the Option shall automatically be terminated, and all of Optionee’s rights hereunder shall cease. 4.3 In the event of an equity restructuring, as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123R), the Committee shall adjust any Performance Conditions affected by such restructuring so as to preserve (without enlarging) the likelihood that such Performance Conditions shall be satisfied, with the manner of such adjustment to be determined by the Committee in its sole discretion.

Exercisability of Option. 4.1 Subject to Section 4.2, and unless otherwise provided in this Option Agreement or the Plan, the The Option shall entitle the Optionee vest and be exercisable (i) as to purchase, in whole 75,000 Shares at any time or in part from time and after the Award Date; (ii) as to time, one-third (1/3rd) of the total number of 187,500 Shares covered by the Option on the first anniversary date subsequent to May 5, 1999 on which the average Fair Market Value of the Grant Date, an additional one-third (1/3rd) of the total number of Shares covered by the Option on the second anniversary of the Grant Date and the final one-third (1/3rd) of the total number of Shares covered by the Option on the expiration of the third anniversary of the Grant Date. Each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, Common Stock during the remaining any period of the Exercise Term. Any fractional number of shares resulting from the application of the foregoing percentages shall be rounded 90 consecutive calendar days subsequent to the next higher whole number of Shares (not to exceed the total number of Shares granted as provided in Section 1.1). 4.2 No right of purchase in respect of the Option Award Date shall become exercisable by virtue of Section 4.1 prior to the Determination Date. As promptly as practicable following December 31, 2012, the Committee shall determine, subject to Section 4.3, whether the following conditions have been satisfied (the “Performance Conditions”): (a) the Company’s Diluted EPS for the year ended December 31, 2012 is at least greater than $8.3514.00 per share; and (biii) as to 187,500 Shares on the Company’s Free Cash Flow for first date subsequent to November 5, 2000 on which the year ended December 31, 2012 is at least $1,100,000 (the date of such determinations being referred to herein as the “Determination Date”). In the event that (i) the Committee determines that only one average Fair Market Value of the two Performance Conditions Common Stock during any period of 90 consecutive calendar days subsequent to the Award Date shall have been satisfied as of greater than $18.00 per share. Notwithstanding the Determination Date and (ii) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10foregoing, then the number of Shares subject to the Option shall be automatically reduced by 50% (rounded to the nearest whole Share). In the event that (1) the Committee determines that none of the Performance Conditions shall have been satisfied as of the Determination Date and (2) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then Optionee’s right to exercise all or any unvested portion of the Option shall automatically be terminated, immediately vest and all of Optionee’s rights hereunder shall cease. 4.3 In become exercisable (i) in the event a "Change of an equity restructuringControl" (as such term is defined in the Employment Agreement (herein so called) between the Employee and the Corporation dated May 5, 1998) occurs subsequent to January 1, 1999; (ii) in the event that the Employee's employment is terminated prior to November 5, 2000 (a) by the Corporation for any reason other than for "Cause" (as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123Rthe Employment Agreement), or (b) by the Committee Employee with "Good Reason" (as defined in the Employment Agreement, but not including a termination for "Good Reason" as defined in Section IV-D-3(b)-(iv) thereof if the Employee gives notice terminating his employment prior to January 1, 1999); and (iii) on May 5, 2005, regardless of whether a "Change of Control" has occurred prior to that date. Except as provided in Section 6 below, once the Option becomes exercisable with respect to a portion of the Shares, the Employee shall adjust have the right thereafter to purchase any Performance Conditions affected by of such restructuring so exercisable Shares, in whole or in part, from time to time; and such right shall continue until the Option terminates or expires. The Option shall only be exercisable in respect of whole Shares and fractional share interests shall be disregarded. The Option may only be exercised as to preserve (without enlarging) at least 100 Shares, unless the likelihood that such Performance Conditions shall be satisfied, with number purchased is the manner of such adjustment to be determined by total number at the Committee in its sole discretiontime available for purchase under the Option.

Exercisability of Option. 4.1 Subject to Section 4.2, and unless otherwise provided in this Option Agreement or the Plan, the Option shall entitle the Optionee to purchase, in whole at any time or in part from time to time, one-third (1/3rd) of the total number of Shares covered by the Option on the first anniversary of the Grant Date, an additional one-third (1/3rd) of the total number of Shares covered by the Option on the second anniversary of the Grant Date and the final one-third (1/3rd) of the total number of Shares covered by the Option on the expiration of the third anniversary of the Grant Date. Each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term. Any fractional number of shares resulting from the application of the foregoing percentages shall be rounded to the next higher whole number of Shares (not to exceed the total number of Shares granted as provided in Section 1.1). 4.2 No right of purchase in respect of the Option shall become exercisable by virtue of Section 4.1 prior to the Determination Date. As promptly as practicable following December 31, 20122017, the Committee shall determine, subject to Section 4.3, whether the following conditions have been satisfied (the “Performance Conditions”): (a) the Company’s Diluted EPS for the year ended December 31, 2012 2017 is at least $8.357.23; and (b) the Company’s Free Cash Flow for the year ended December 31, 2012 2017 is at least $1,100,000 735 million (the date of such determinations being referred to herein as the “Determination Date”). In the event that (i) the Committee determines that only one of the two Performance Conditions shall have been satisfied as of the Determination Date and (ii) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then the number of Shares subject to the Option shall be automatically reduced by 50% (rounded to the nearest whole Share). In the event that (1) the Committee determines that none of the Performance Conditions shall have been satisfied as of the Determination Date and (2) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then Optionee’s right to exercise all or any portion of the Option shall automatically be terminated, and all of Optionee’s rights hereunder shall cease. 4.3 In the event of an equity restructuring, as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123R), the Committee shall adjust any Performance Conditions affected by such restructuring so as to preserve (without enlarging) the likelihood that such Performance Conditions shall be satisfied, with the manner of such adjustment to be determined by the Committee in its sole discretion.

Exercisability of Option. 4.1 Subject to Section 4.2, and unless otherwise provided in this Option Agreement or the Plan, the Option shall entitle the Optionee to purchase, in whole at any time or in part from time to time, one-third (1/3rd) of the total number of Shares covered by the Option on the first anniversary of the Grant Date, an additional one-third (1/3rd) of the total number of Shares covered by the Option on the second anniversary of the Grant Date and the final one-third (1/3rd) of the total number of Shares covered by the Option on the expiration of the third anniversary of the Grant Date. Each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term. Any fractional number of shares resulting from the application of the foregoing percentages shall be rounded to the next higher whole number of Shares (not to exceed the total number of Shares granted as provided in Section 1.1). 4.2 No right of purchase in respect of the Option shall become exercisable by virtue of Section 4.1 prior to the Determination Date. As promptly as practicable following December 31, 20122015, the Committee shall determine, subject to Section 4.3, whether the following conditions have been satisfied (the “Performance Conditions”): (a) the Company’s Diluted EPS for the year ended December 31, 2012 2015 is at least $8.356.38; and (b) the Company’s Free Cash Flow for the year ended December 31, 2012 2015 is at least $1,100,000 786 million (the date of such determinations being referred to herein as the “Determination Date”). In the event that (i) the Committee determines that only one of the two Performance Conditions shall have been satisfied as of the Determination Date and (ii) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then the number of Shares subject to the Option shall be automatically reduced by 50% (rounded to the nearest whole Share). In the event that (1) the Committee determines that none of the Performance Conditions shall have been satisfied as of the Determination Date and (2) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then Optionee’s right to exercise all or any portion of the Option shall automatically be terminated, and all of Optionee’s rights hereunder shall cease. 4.3 In the event of an equity restructuring, as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123R), the Committee shall adjust any Performance Conditions affected by such restructuring so as to preserve (without enlarging) the likelihood that such Performance Conditions shall be satisfied, with the manner of such adjustment to be determined by the Committee in its sole discretion.

Exercisability of Option. 4.1 Subject The Option shall become exercisable on the following dates, if the Grantee continues to Section 4.2be employed by, or provide service to, the Company and unless otherwise provided in this Option Agreement or any Affiliate on the Plan, applicable date: (a) the Option shall entitle the Optionee become exercisable with respect to purchase, in whole at any time or in part from time to time, one-third (1/3rd) 25% of the total number Shares subject to the Option on the 12-month anniversary of the “Effective Date” (as that term is defined in that certain employment agreement between the Grantee and the Company dated April 23, 2010 (the “Employment Agreement”)); and (b) the Option shall become exercisable with respect to 2.0833% of the Shares covered by subject to the Option on the first day of each of the next 36 calendar months following the 12-month anniversary of the Grant Effective Date; provided, an additional one-third that (1/3rdc) of in the total number of Shares covered event that the Grantee’s employment is terminated by the Option on the second anniversary of the Grant Date and the final one-third (1/3rd) of the total number of Shares covered Company other than for “Cause” or by the Grantee for “Good Reason” (as those terms are defined in the Employment Agreement), in addition to those Shares for which the Option on the expiration is already exercisable as determined in accordance with Paragraphs (a) and (b) hereof, upon such termination of the third anniversary of the Grant Date. Each such right of purchase shall be cumulative and shall continueemployment, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term. Any fractional number of shares resulting from the application of the foregoing percentages shall be rounded to the next higher whole number of Shares (not to exceed the total number of Shares granted as provided in Section 1.1). 4.2 No right of purchase in respect of the Option shall become exercisable by virtue with respect to an additional number of Section 4.1 prior to the Determination Date. As promptly Shares as practicable following December 31, 2012, the Committee shall determine, subject to Section 4.3, whether the following conditions would have been satisfied (the “Performance Conditions”): exercisable pursuant to Paragraphs (a) the Company’s Diluted EPS for the year ended December 31, 2012 is at least $8.35; and (b) hereof had the Company’s Free Cash Flow Grantee continued employment with the Company for the year ended December 31an additional 12 months; and provided, 2012 is at least $1,100,000 further, that (the date of such determinations being referred to herein as the “Determination Date”). In d) in the event that (i) of a Change in Control, immediately before the Committee determines that only one of the two Performance Conditions shall have been satisfied as of the Determination Date and (ii) Change in Control, the Option shall not have become fully exercisable prior with respect to all of the Shares subject to the Determination Date under Section 6 or 10Option. The exercisability of the Option is cumulative, then but shall not exceed 100% of the Shares subject to the Option. If the foregoing schedule would produce fractional Shares, the number of Shares subject to for which the Option becomes exercisable shall be automatically reduced by 50% (rounded down to the nearest whole Share). In the event that (1) the Committee determines that none of the Performance Conditions shall have been satisfied as of the Determination Date and (2) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then Optionee’s right to exercise all or any portion of the Option shall automatically be terminated, and all of Optionee’s rights hereunder shall cease. 4.3 In the event of an equity restructuring, as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123R), the Committee shall adjust any Performance Conditions affected by such restructuring so as to preserve (without enlarging) the likelihood that such Performance Conditions shall be satisfied, with the manner of such adjustment to be determined by the Committee in its sole discretion.

Exercisability of Option. 4.1 Subject to Section 4.2, and unless otherwise provided in this Option Agreement or the Plan, the Option shall entitle the Optionee to purchase, in whole at any time or in part from time to time, one-third (1/3rd) of the total number of Shares covered by the Option on the first anniversary of the Grant Date, an additional one-third (1/3rd) of the total number of Shares covered by the Option on the second anniversary of the Grant Date and the final one-third (1/3rd) of the total number of Shares covered by the Option on the expiration of the third anniversary of the Grant Date. Each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term. Any fractional number of shares resulting from the application of the foregoing percentages shall be rounded to the next higher whole number of Shares (not to exceed the total number of Shares granted as provided in Section 1.1). 4.2 No right of purchase in respect of the Option shall become exercisable by virtue of Section 4.1 prior to the Determination Date. As promptly as practicable following December 31, 20122013, the Committee shall determine, subject to Section 4.3, whether the following conditions have been satisfied (the “Performance Conditions”): (a) the Company’s Diluted EPS for the year ended December 31, 2012 2014 is at least $8.357.01; and (b) the Company’s Free Cash Flow for the year ended December 31, 2012 2014 is at least $1,100,000 850 million (the date of such determinations being referred to herein as the “Determination Date”). In the event that (i) the Committee determines that only one of the two Performance Conditions shall have been satisfied as of the Determination Date and (ii) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then the number of Shares subject to the Option shall be automatically reduced by 50% (rounded to the nearest whole Share). In the event that (1) the Committee determines that none of the Performance Conditions shall have been satisfied as of the Determination Date and (2) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then Optionee’s right to exercise all or any portion of the Option shall automatically be terminated, and all of Optionee’s rights hereunder shall cease. 4.3 In the event of an equity restructuring, as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123R), the Committee shall adjust any Performance Conditions affected by such restructuring so as to preserve (without enlarging) the likelihood that such Performance Conditions shall be satisfied, with the manner of such adjustment to be determined by the Committee in its sole discretion.

Exercisability of Option. 4.1 Subject to Section 4.2, and unless otherwise provided in this Option Agreement or the Plan, the Option shall entitle the Optionee to purchase, in whole at any time or in part from time to time, one-third (1/3rd) of the total number of Shares covered by the Option on the first anniversary of the Grant Date, an additional one-third (1/3rd) of the total number of Shares covered by the Option on the second anniversary of the Grant Date and the final one-third (1/3rd) of the total number of Shares covered by the Option on the expiration of the third anniversary of the Grant Date. Each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term. Any fractional number of shares resulting from the application of the foregoing percentages shall be rounded to the next higher whole number of Shares (not to exceed the total number of Shares granted as provided in Section 1.1). 4.2 No right of purchase in respect of the Option shall become exercisable by virtue of Section 4.1 prior to the Determination Date. As promptly as practicable following December 31, 20122013, the Committee shall determine, subject to Section 4.3, whether the following conditions have been satisfied (the “Performance Conditions”): (a) the Company’s Diluted EPS for the year ended December 31, 2012 2013 is at least $8.357.01; and (b) the Company’s Free Cash Flow for the year ended December 31, 2012 2013 is at least $1,100,000 876 million (the date of such determinations being referred to herein as the “Determination Date”). In the event that (i) the Committee determines that only one of the two Performance Conditions shall have been satisfied as of the Determination Date and (ii) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then the number of Shares subject to the Option shall be automatically reduced by 50% (rounded to the nearest whole Share). In the event that (1) the Committee determines that none of the Performance Conditions shall have been satisfied as of the Determination Date and (2) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then Optionee’s right to exercise all or any portion of the Option shall automatically be terminated, and all of Optionee’s rights hereunder shall cease. 4.3 In the event of an equity restructuring, as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123R), the Committee shall adjust any Performance Conditions affected by such restructuring so as to preserve (without enlarging) the likelihood that such Performance Conditions shall be satisfied, with the manner of such adjustment to be determined by the Committee in its sole discretion.

Exercisability of Option. 4.1 Subject to Section 4.2, and unless otherwise provided in this Option Agreement or (a) So long as the PlanParticipant performs Service, the Option shall entitle the Optionee to purchase, in whole at any time or in part from time to time, one-third may be exercised only as follows: (1/3rdi) of the total number of Shares covered by the Option on the first anniversary of the Grant Date, an additional one-third (1/3rd) of the total number of Shares covered by the Option on the second anniversary of the Grant Date and the final one-third (1/3rd) of the total number of Shares covered by the Option on the expiration of the third anniversary of the Grant Date. Each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term. Any fractional number of shares resulting from the application of the foregoing percentages shall be rounded to the next higher whole number of Shares (not to exceed the total number of Shares granted as provided in Section 1.1). 4.2 No right of purchase in respect of the Option shall become exercisable by virtue of Section 4.1 prior with respect to the Determination Date. As promptly as practicable following December 31, 2012, the Committee shall determine, subject to Section 4.3, whether the following conditions have been satisfied (the “Performance Conditions”): (a) the Company’s Diluted EPS for the year ended December 31, 2012 is at least $8.35; and (b) the Company’s Free Cash Flow for the year ended December 31, 2012 is at least $1,100,000 (the date of such determinations being referred to herein as the “Determination Date”). In the event that (i) the Committee determines that only one one-quarter of the two Performance Conditions shall have been satisfied as of the Determination Date and (ii) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then the total number of Shares subject to the Option shall be automatically reduced by 50% on that date which is twelve (rounded to 12) months after the nearest whole ShareVesting Commencement Date (the “Anniversary Date”). In the event that ; and (1) the Committee determines that none of the Performance Conditions shall have been satisfied as of the Determination Date and (2ii) the Option shall not have become fully exercisable prior with respect to 1/48th of the total number of Shares subject to the Determination Option on the last day of each full month following the Anniversary Date, such that the Option shall be exercisable with respect to all Shares on that date which is four (4) years after the Vesting Commencement Date. The Option shall cease to vest on the date of cessation of Services by the Participant, determined in accordance with Section 4 above. (b) The Vesting Commencement Date under Section 6 or 10is specified on the signature page below. Shares as to which this Option may be exercised at any time are herein referred to as “Vested Shares”. (c) Notwithstanding the foregoing, then Optionee’s right unless the Participant has on the date of an Acquisition Event (as such term is defined below) ceased to exercise all or perform Service for any portion member of SiGe Group, on the occurrence of an Acquisition Event the vesting of the Option shall automatically accelerate such that, in addition to any Shares that are then Vested Shares pursuant to Section 5(a) above, the Option shall be terminated, and all exercisable with respect to that number of Optionee’s rights hereunder shall ceaseShares that would have become exercisable in accordance with Section 5(a) above if the Participant had continued in Service for a period of twelve (12) full months commencing on the date of the Acquisition Event. 4.3 In the event (d) The right of an equity restructuring, as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123R), the Committee shall adjust any Performance Conditions affected by such restructuring so as to preserve (without enlarging) the likelihood that such Performance Conditions exercise shall be satisfiedcumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all unpurchased Vested Shares until the manner earlier of such adjustment to be determined by the Committee in its sole discretionfifth anniversary of the Option Date or the termination of this option under Section 4 hereof or the Plan.

Exercisability of Option. 4.1 Subject (a) The Option shall become exercisable on the following dates, if the Participant continues to Section 4.2, and unless otherwise provided provide Service (as defined in this Option Agreement or the Plan) to an employer within the Participating Company Group (as defined in the Plan) from the Date of Grant through the applicable date: First anniversary of the Date of Grant 25 % Second anniversary of the Date of Grant 25 % Third anniversary of the Date of Grant 25 % Fourth anniversary of the Date of Grant 25 % The exercisability of the Option is cumulative, but shall not exceed 100% of the shares of Stock subject to the Option. If the foregoing schedule would produce fractional shares of Stock, the number of shares of Stock for which the Option becomes exercisable shall be rounded down to the nearest whole share of Stock. The Option shall entitle become fully exercisable on the Optionee fourth anniversary of the Date of Grant, provided that the Participant is providing Service to purchasethe Participating Company Group on such date. Notwithstanding anything herein to the contrary, no portion of the Option may be exercised prior to the date on which the Company’s stockholders approve the increase in whole the shares of Stock authorized for issuance under the Plan. (b) If at any time or in part from time prior to time, one-third (1/3rd) of the total number of Shares covered by the Option on the first anniversary of the Grant DateDate of Grant, an additional one-third (1/3rd) of the total number of Shares covered Participant’s Service with the Participating Company Group is terminated by the Option on applicable Participating Company without Cause (as defined in the second anniversary of Employment Agreement) or, to the Grant Date and extent such concept is contained in the final one-third (1/3rd) of the total number of Shares covered Participant’s Employment Agreement, by the Option on Participant for Good Reason (as defined in the expiration of the third anniversary of the Grant Date. Each such right of purchase shall be cumulative and shall continueEmployment Agreement), unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term. Any fractional number of shares resulting from the application of the foregoing percentages shall be rounded to the next higher whole number of Shares (not to exceed the total number of Shares granted as provided in Section 1.1). 4.2 No right of purchase in respect of the Option shall become exercisable by virtue of Section 4.1 prior as to the Determination Date. As promptly as practicable following December 31, 2012, the Committee shall determine, subject to Section 4.3, whether the following conditions have been satisfied (the “Performance Conditions”): (a) the Company’s Diluted EPS for the year ended December 31, 2012 is at least $8.35; and (b) the Company’s Free Cash Flow for the year ended December 31, 2012 is at least $1,100,000 (the date of such determinations being referred to herein as the “Determination Date”). In the event that (i) the Committee determines that only one Applicable Percentage of the two Performance Conditions shall have been satisfied as shares of the Determination Date and (ii) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then the number of Shares Stock subject to the Option shall be automatically reduced on the date of the Participant’s termination of Service by 50% (rounded the applicable Participating Company without Cause or, to the nearest whole Share)extent such concept is contained in the Participant’s Employment Agreement. In For purposes of this Agreement, “Applicable Percentage” means the event that (1) termination vesting credit percentage specified in the Committee determines that none of the Performance Conditions shall have been satisfied as of the Determination Date and (2) the Option shall not have become fully exercisable prior Employment Agreement with respect to the Determination Date under Section 6 or 10New Hire Option or, then Optionee’s right to exercise all or any portion of the Option shall automatically be terminatedif no such percentage is specified, and all of Optionee’s rights hereunder shall cease0%. 4.3 In the event of an equity restructuring, as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123R), the Committee shall adjust any Performance Conditions affected by such restructuring so as to preserve (without enlarging) the likelihood that such Performance Conditions shall be satisfied, with the manner of such adjustment to be determined by the Committee in its sole discretion.

Exercisability of Option. 4.1 Subject The Option shall become exercisable on the following dates, if the Grantee continues to Section 4.2be employed by, or provide service to, the Company and unless otherwise provided in this Option Agreement or any Affiliate on the Plan, applicable date: (a) the Option shall entitle the Optionee become exercisable with respect to purchase, in whole at any time or in part from time to time, one-third (1/3rd) 25% of the total number Shares subject to the Option on the 12-month anniversary of the “Effective Date” (as that term is defined in that certain employment agreement between the Grantee and the Company dated June 1, 2011 (the “Employment Agreement”)); and (b) the Option shall become exercisable with respect to 2.0833% of the Shares covered by subject to the Option on the first day of each of the next 36 calendar months following the 12-month anniversary of the Grant Effective Date; provided, an additional one-third that (1/3rdc) of in the total number of Shares covered event that the Grantee’s employment is terminated by the Option on the second anniversary of the Grant Date and the final one-third (1/3rd) of the total number of Shares covered Company other than for “Cause” or by the Grantee for “Good Reason” (as those terms are defined in the Employment Agreement), in addition to those Shares for which the Option on the expiration is already exercisable as determined in accordance with Paragraphs (a) and (b) hereof, upon such termination of the third anniversary of the Grant Date. Each such right of purchase shall be cumulative and shall continueemployment, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term. Any fractional number of shares resulting from the application of the foregoing percentages shall be rounded to the next higher whole number of Shares (not to exceed the total number of Shares granted as provided in Section 1.1). 4.2 No right of purchase in respect of the Option shall become exercisable by virtue with respect to an additional number of Section 4.1 prior to the Determination Date. As promptly Shares as practicable following December 31, 2012, the Committee shall determine, subject to Section 4.3, whether the following conditions would have been satisfied (the “Performance Conditions”): exercisable pursuant to Paragraphs (a) the Company’s Diluted EPS for the year ended December 31, 2012 is at least $8.35; and (b) hereof had the Company’s Free Cash Flow Grantee continued employment with the Company for the year ended December 31an additional 12 months; and provided, 2012 is at least $1,100,000 further, that (the date of such determinations being referred to herein as the “Determination Date”). In d) in the event that (i) of a Change in Control, immediately before the Committee determines that only one of the two Performance Conditions shall have been satisfied as of the Determination Date and (ii) Change in Control, the Option shall not have become fully exercisable prior with respect to all of the Determination Date under Section 6 or 10, then the number of Shares subject to the Option The exercisability of the Option is cumulative, but shall not exceed 100% of the Shares subject to the Option. If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be automatically reduced by 50% (rounded down to the nearest whole Share). In Notwithstanding the event that (1) foregoing, upon the Committee determines that none occurrence of the Performance Conditions shall have been satisfied as of the Determination Date and (2) a Change in Control, the Option shall not have accelerate and become fully exercisable prior to the Determination Date under Section 6 or 10, then Optionee’s right to exercise all or any portion of the Option shall automatically be terminated, and all of Optionee’s rights hereunder shall ceaseexercisable. 4.3 In the event of an equity restructuring, as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123R), the Committee shall adjust any Performance Conditions affected by such restructuring so as to preserve (without enlarging) the likelihood that such Performance Conditions shall be satisfied, with the manner of such adjustment to be determined by the Committee in its sole discretion.

Exercisability of Option. 4.1 Subject to Section 4.2, and unless otherwise provided in this Option Agreement or the Plan, the Option shall entitle the Optionee to purchase, in whole at any time or in part from time to time, one-third (1/3rd) of the total number of Shares covered by the Option on the first anniversary of the Grant Date, an additional one-third (1/3rd) of the total number of Shares covered by the Option on the second anniversary of the Grant Date and the final one-third (1/3rd) of the total number of Shares covered by the Option on the expiration of the third anniversary of the Grant Date. Each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term. Any fractional number of shares resulting from the application of the foregoing percentages shall be rounded to the next higher whole number of Shares (not to exceed the total number of Shares granted as provided in Section 1.1). 4.2 No right of purchase in respect of the Option shall become exercisable by virtue of Section 4.1 prior to the Determination Date. As promptly as practicable following December 31, 20122013, the Committee shall determine, subject to Section 4.3, whether the following conditions have been satisfied (the “Performance Conditions”): (a) the Company’s Diluted EPS for the year ended December 31, 2012 2013 is at least $8.357.01; and (b) the Company’s Free Cash Flow for the year ended December 31, 2012 2013 is at least $1,100,000 876 million (the date of such determinations being referred to herein as the “Determination Date”). In the event that (i) the Committee determines that only one of the two Performance Conditions shall have been satisfied as of the Determination Date and (ii) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then the number of Shares subject to the Option shall be automatically reduced by 50% (rounded to the nearest whole Share). In the event that (1) the Committee determines that none of the Performance Conditions shall have been satisfied as of the Determination Date and (2) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then Optionee’s right to exercise all or any portion of the Option shall automatically be terminated, and all of Optionee’s rights hereunder shall cease. 4.3 In the event of an equity restructuring, as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123R), the Committee shall adjust any Performance Conditions affected by such restructuring so as to preserve (without enlarging) the likelihood that such Performance Conditions shall be satisfied, with the manner of such adjustment to be determined by the Committee in its sole discretion.

Exercisability of Option. 4.1 Subject to Section 4.2, and unless otherwise provided in this Option Agreement or the Plan, the Option shall entitle the Optionee to purchase, in whole at any time or in part from time to time, one-third (1/3rd) of the total number of Shares covered by the Option on the first anniversary of the Grant Date, an additional one-third (1/3rd) of the total number of Shares covered by the Option on the second anniversary of the Grant Date and the final one-third (1/3rd) of the total number of Shares covered by the Option on the expiration of the third anniversary of the Grant Date. Each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term. Any fractional number of shares resulting from the application of the foregoing percentages shall be rounded to the next higher whole number of Shares (not to exceed the total number of Shares granted as provided in Section 1.1). 4.2 No right of purchase in respect of the Option shall become exercisable by virtue of Section 4.1 prior to the Determination Date. As promptly as practicable following December 31, 2012, the Committee shall determine, subject to Section 4.3, whether the following conditions have been satisfied (the “Performance Conditions”): (a) the Company’s Diluted EPS for the year ended December 31, 2012 is at least $8.357.64; and (b) the Company’s Free Cash Flow for the year ended December 31, 2012 is at least $1,100,000 969 million (the date of such determinations being referred to herein as the “Determination Date”). In the event that (i) the Committee determines that only one of the two Performance Conditions shall have been satisfied as of the Determination Date and (ii) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then the number of Shares subject to the Option shall be automatically reduced by 50% (rounded to the nearest whole Share). In the event that (1) the Committee determines that none of the Performance Conditions shall have been satisfied as of the Determination Date and (2) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then Optionee’s right to exercise all or any portion of the Option shall automatically be terminated, and all of Optionee’s rights hereunder shall cease. 4.3 In the event of an equity restructuring, as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123R), the Committee shall adjust any Performance Conditions affected by such restructuring so as to preserve (without enlarging) the likelihood that such Performance Conditions shall be satisfied, with the manner of such adjustment to be determined by the Committee in its sole discretion.

Exercisability of Option. 4.1 Subject to Section 4.2, and unless (a) Except as otherwise provided in this Option Agreement Section 2 or in the Plan, the Option shall entitle the Optionee vest and become exercisable as follows: (i) The Option shall vest and become exercisable with respect to purchase, in whole at any time or in part from time to time, one-third fifty percent (1/3rd50%) of the total number of Shares covered by underlying the Option in three (3) equal installments on each of the first anniversary three (3) anniversaries of the Grant DateDate of Grant, an additional one-third subject to Original Grantee’s continued Service through each such vesting date; and (1/3rdii) The Option shall vest and become exercisable with respect to the remaining fifty percent (50%) of the total number of Shares covered by underlying the Option on the second anniversary of the Grant Date and the final one-third (1/3rd) of the total number of Shares covered by the Option on the expiration of the third anniversary of the Grant Date. Each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term. Any fractional number of shares resulting from the application of the foregoing percentages shall be rounded to the next higher whole number of Shares (not to exceed the total number of Shares granted as provided in Section 1.1). 4.2 No right of purchase in respect of the Option shall become exercisable by virtue of Section 4.1 prior to the Determination Date. As promptly as practicable following December 31, 2012, the Committee shall determine, subject to Section 4.3, whether the following conditions have been satisfied (the “Performance ConditionsOptions”): ) subject to achievement of the following conditions: the Performance Options shall vest and become exercisable in three (a3) equal installments on each of June 30, 2021, June 30, 2022, and June 30, 2023 (each, a “Performance-Vesting Date”), in each case subject to (x) Original Grantee’s continued Service through such Performance-Vesting Date, and (y) the achievement of quantitative and/or subjective performance goals, as applicable, for the fiscal year of the Company ending on such Performance-Vesting Date, such performance goals to be established by the Committee following the commencement of the applicable fiscal year (which may include, without limitation, performance goals based on the Company’s Diluted EPS for EBITDA, revenue or earnings (or growth in revenue or earnings), or appreciation in Share price (on a relative or absolute basis)); provided, that the year ended December 31determination of whether such performance goals have been achieved shall be made by the Committee in its good faith discretion, 2012 is at least $8.35; and (b) the Company’s Free Cash Flow for the year ended December 31and, 2012 is at least $1,100,000 (the date of such determinations being referred to herein as the “Determination Date”). In the event that (i) if the Committee determines that only one at least eighty percent (80%) of the two Performance Conditions shall performance goals for the applicable fiscal year have been satisfied as achieved, the Committee may determine in its sole discretion that the portion of the Determination Option eligible to vest on the applicable Performance-Vesting Date and (ii) shall vest on a prorated basis based on the Committee’s evaluation of the performance so achieved. Any portion of the Option eligible to vest on a Performance-Vesting Date that does not so vest in accordance with the foregoing shall not have become fully exercisable prior to terminate and be forfeited for no consideration. (b) Upon the Determination occurrence of a Change of Control following the Date under Section 6 or 10of Grant, then the number of Shares subject to the Option shall be automatically reduced by 50% (rounded to the nearest whole Share). In the event that (1) the Committee determines that none of the Performance Conditions shall have been satisfied as of the Determination Date any then-outstanding and (2) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then Optionee’s right to exercise all or any unvested portion of the Option shall automatically be terminatedimmediately vest, and all subject to Original Grantee’s continued Service as of Optionee’s rights hereunder shall ceaseimmediately prior to the Change of Control. 4.3 In (c) Any portion of the event Option that has not vested on Original Grantee’s termination of an equity restructuringService as provided in Section 2(a) or (b) above shall immediately terminate and be forfeited on the date of such termination for no consideration. Notwithstanding anything to the contrary in this Agreement, if Original Grantee’s Service is terminated for Cause (as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123Rbelow), the Committee Option shall adjust immediately terminate and be forfeited for no consideration (regardless of whether the Option, or any Performance Conditions affected by portion thereof, is then vested or unvested). If Original Grantee is party to an employment or severance agreement with the Company that contains a definition of “cause” for termination of employment, for the purposes of this Agreement, “Cause” shall have the meaning ascribed to such restructuring so as to preserve (without enlarging) term in such agreement. Otherwise, for the likelihood that such Performance Conditions purposes of this Agreement, the term “Cause” shall be satisfiedmean, with respect to the manner termination of Original Grantee’s employment, termination of such adjustment to be employment by the Company for any of the following reasons, as determined by the Committee Committee: (i) any material act or omission by Original Grantee involving malfeasance or gross negligence in its sole discretionthe performance of Original Grantee’s duties to, or material deviation from, any of the provisions of the Employee Handbook or Code of Business Conduct and Ethics, or policies or directives of, the Company; (ii) the conviction of Original Grantee of, or plea of guilty or nolo contendere to, any felony or any other crime involving moral turpitude, whether or not relating to Original Grantee’s employment; (iii) fraud, embezzlement, theft or dishonesty by Original Grantee against the Company; or (iv) violation of any applicable written proprietary information, confidentiality, non-competition and/or non-solicitation agreements with the Company.