Common use of Exercisability Clause in Contracts

Exercisability. The Option shall vest and become exercisable in accordance with the following schedule (the period covered thereby, the “Vesting Period”), if the Executive is, and has been continuously, employed by the Company or any Subsidiary thereof from the date hereof through such date: 1st Anniversary of the date hereof 25 % 2nd Anniversary of the date hereof 50 % 3rd Anniversary of the date hereof 75 % 4th Anniversary of the date hereof 100 % If the Executive ceases to be employed by the Company and its Subsidiaries on any date prior to the date which is six (6) months after the date hereof (the “Six-Month Date”) (other than pursuant to a termination of the Executive by the Company or its Subsidiaries, as the case may be, without Cause), the Option shall not have vested or become exercisable with respect to any of the Option Shares. If, after the Six-Month Date, the Executive ceases to be employed by the Company and its Subsidiaries on any date other than an anniversary date of the date hereof (after the Six-Month Date and prior to the fourth anniversary of the date hereof), the cumulative percentage of Option Shares to become vested shall be determined on a pro rata basis according to the number of complete calendar months elapsed since the prior anniversary date of the date hereof (it being understood that on the Six-Month Date, the Option shall become vested with respect to 12.5% of the Option Shares). If Executive is terminated by the Company or any of its Subsidiaries without Cause prior to the Six-Month Date, the Option shall become vested with respect to the number of the Option Shares determined on a pro rata basis according to the number of complete calendar months elapsed since the date hereof. For example: Assume that the Executive was granted the Option to purchase 100 Option Shares. If the Executive voluntarily ceases to be employed by the Company and its Subsidiaries three (3) complete calendar months after the date hereof, no Option Shares shall have vested. If the Executive ceased to be employed by the Company and its Subsidiaries one year and three (3) complete calendar months after the date hereof, 31.25 Option Shares shall have vested: This second result would not change if the Executive’s employment instead ceased one year, three complete calendar months and fifteen days after the date hereof.

Exercisability. The earned Option Shares shall vest and become exercisable in accordance with one-fourth promptly following the following schedule (the period covered thereby, the “Vesting Period”), if the Executive is, and has been continuously, employed by the Company or any Subsidiary thereof from the date hereof through such date: 1st Anniversary of the date hereof 25 % 2nd Anniversary of the date hereof 50 % 3rd Anniversary of the date hereof 75 % 4th Anniversary of the date hereof 100 % If the Executive ceases to be employed by the Company and its Subsidiaries on any date prior to the date which is six (6) months after the date hereof (the “Six-Month Date”) (other than pursuant to a termination of the Executive by the Company or its Subsidiaries, as the case may be, without Cause), the Option shall not have vested or become exercisable with respect to any of the Option Shares. If, after the Six-Month Date, the Executive ceases to be employed by the Company and its Subsidiaries on any date other than an anniversary date of the date hereof (after the Six-Month Certification Date and prior to the fourth anniversary of the date hereof), the cumulative percentage of Option Shares to become vested shall be determined on a pro rata basis according to the number of complete calendar months elapsed since the prior anniversary date of the date hereof (it being understood that then ratably on the Six-Month Date, the Option shall become vested with respect to 12.5% next three Service Vesting Dates. The Optionee must be in continuous service as an employee of the Option Shares). If Executive is terminated by the Company or any of its Subsidiaries without Cause prior to Affiliates or as a Director from the Six-Month Date, Award Date through the Option shall become vested with respect to applicable Vesting Date on which the number portion of the Option Shares determined on a pro rata basis according to the number of complete calendar months elapsed since the date hereof. For example: Assume that the Executive was granted would otherwise become exercisable in order for the Option to purchase 100 become exercisable with respect to that portion of the Option Shares. If the Executive voluntarily ceases to be employed by the Company and its Subsidiaries three (3) complete calendar months after the date hereof, no otherwise such Option Shares shall have vestedbe forfeited. If Notwithstanding the Executive ceased foregoing, in the event the Optionee’s employment and, if applicable, service as a Director terminates by reason of death, Disability or Retirement following the end of the Performance Period and prior to be employed by the Company and its Subsidiaries one year and three (3) complete calendar months after the date hereofany Vesting Date, 31.25 any then exercisable Option Shares shall have vested: This second result would not change continue to be exercisable for a period of two years following such termination, and any earned but unexercisable Option Shares shall continue to become exercisable as if the ExecutiveOptionee had remained employed or continued to serve as a Director for a period of two years following such termination. In the event Optionee’s employment instead ceased one year, three complete calendar months and fifteen days with the Company or any of its affiliates is terminated (other than a termination for “cause”) after the date hereofend of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of the death, Disability or Retirement of the Optionee), and the remainder of the Option Shares shall be forfeited. To the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Option pursuant to the terms of this Agreement or the Plan.

Exercisability. The Option shall vest and become exercisable in accordance with the following schedule (the period covered thereby, the “Vesting Period”), if the Executive Participant is, and has been continuously, employed by the Company or any Subsidiary thereof from the date hereof through such date: 1st Anniversary of the date hereof 25 % 2nd Anniversary of the date hereof 50 % 3rd Anniversary of the date hereof 75 % 4th Anniversary of the date hereof 100 % If the Executive Participant ceases to be employed by the Company and its Subsidiaries on any date prior to the date which is six (6) months after the date hereof (the “Six-Month Date”) (other than pursuant to a termination of the Executive Participant by the Company or its Subsidiaries, as the case may be, without Cause), the Option shall not have vested or become exercisable with respect to any of the Option Shares. If, after the Six-Month Date, the Executive Participant ceases to be employed by the Company and its Subsidiaries on any date other than an anniversary date of the date hereof (after the Six-Month Date and prior to the fourth anniversary of the date hereof), the cumulative percentage of Option Shares to become vested shall be determined on a pro rata basis according to the number of complete calendar months elapsed since the prior anniversary date of the date hereof (it being understood that on the Six-Month Date, the Option shall become vested with respect to 12.5% of the Option Shares). If Executive Participant is terminated by the Company or any of its Subsidiaries without Cause prior to the Six-Month Date, the Option shall become vested with respect to the number of the Option Shares determined on a pro rata basis according to the number of complete calendar months elapsed since the date hereof. For example: Assume that the Executive Participant was granted the Option to purchase 100 Option Shares. If the Executive Participant voluntarily ceases to be employed by the Company and its Subsidiaries three (3) complete calendar months after the date hereof, no Option Shares shall have vested. If the Executive Participant ceased to be employed by the Company and its Subsidiaries one (1) year and three (3) complete calendar months after the date hereof, 31.25 Option Shares shall have vested: This second result would not change if the ExecutiveParticipant’s employment instead ceased one (1) year, three (3) complete calendar months and fifteen (15) days after the date hereof.

Exercisability. (a) The Option Options shall vest and become exercisable in accordance with as follows: DATE OPTIONS BECOME EXERCISABLE EXERCISABLE PERCENTAGE OF OPTIONS From February 3, 1999 ("Vesting 0% Date") until the following schedule (the period covered thereby, the “Vesting Period”), if the Executive is, and has been continuously, employed by the Company or any Subsidiary thereof from the date hereof through such date: 1st Anniversary first anniversary of the Vesting Date On and after the first anniversary of 20% the Vesting date hereof 25 % 2nd Anniversary until the second anniversary of the Vesting date hereof 50 On and after the second anniversary 40% 3rd Anniversary of the Vesting date hereof 75 % 4th Anniversary until the third anniversary of the Vesting date hereof 100 % If the Executive ceases to be employed by the Company On and its Subsidiaries on any date prior to the date which is six (6) months after the third anniversary of 60% the Vesting date hereof (the “Six-Month Date”) (other than pursuant to a termination of the Executive by the Company or its Subsidiaries, as the case may be, without Cause), the Option shall not have vested or become exercisable with respect to any of the Option Shares. If, after the Six-Month Date, the Executive ceases to be employed by the Company and its Subsidiaries on any date other than an anniversary date of the date hereof (after the Six-Month Date and prior to until the fourth anniversary of the Vesting date hereof), On and after the cumulative percentage of Option Shares to become vested shall be determined on a pro rata basis according to the number of complete calendar months elapsed since the prior fourth anniversary date of the date hereof (it being understood that on the Six-Month Date, the Option shall become vested with respect to 12.580% of the Option SharesVesting date until the fifth anniversary of the Vesting date On and after the fifth anniversary of 100% the Vesting date (b) Notwithstanding the foregoing, all Options that are not exercisable at the time of the termination of employment of the Optionholder for any reason other than by reason of the Optionholder's death, Permanent Disability or Permitted Retirement (each as hereinafter defined) shall be automatically and immediately cancelled without any payment or other action by the Company. In the event of and upon the termination of the Optionholder's employment because of the Optionholder's death, Permanent Disability or Permitted Retirement, all of the Optionholder's Options granted hereunder shall immediately become exercisable. (c) For purposes of this Agreement the following definitions shall apply: "Cause" shall mean (i) the Optionholder's failure to render services to the Company, which failure amounts to a material and flagrant neglect of such duties, (ii) the Optionholder's willful engagement in conduct that is, or that he or she intends to be, materially injurious to the Company, (iii) the Optionholder's commission of an act of fraud, conversion, misappropriation (including, but not limited to, the unauthorized use or disclosure of confidential or proprietary information of the Company). If Executive is terminated , embezzlement or felony, (iv) a conviction of or guilty plea or his or her confession to any fraud, conversion, misappropriation, embezzlement or felony or (v) the Optionholder's repeated taking of any action prohibited by the Board, PROVIDED that he or she has received at least one written notice of having taken an action so prohibited; "Good Reason" shall mean, in each case without the Optionholder's consent, (i) a material adverse change, when viewed in the aggregate, in the Optionholder's duties, responsibilities, base compensation, bonus eligibility and/or other material matters directly related to his or her employment with the Company or (ii) the Optionholder's relocation by the Company or any of its Subsidiaries without Cause to a location more than 100 miles from the Optionholder's immediately prior to the Six-Month Date, the Option shall become vested with respect to the number of the Option Shares determined on a pro rata basis according to the number of complete calendar months elapsed since the date hereof. For example: Assume that the Executive was granted the Option to purchase 100 Option Shares. If the Executive voluntarily ceases to be employed by the Company and its Subsidiaries three (3) complete calendar months after the date hereof, no Option Shares shall have vested. If the Executive ceased to be employed by the Company and its Subsidiaries one year and three (3) complete calendar months after the date hereof, 31.25 Option Shares shall have vested: This second result would not change if the Executive’s employment instead ceased one year, three complete calendar months and fifteen days after the date hereoflocation.

Exercisability. The Option shall vest and become exercisable in accordance with (a) To the following schedule (the period covered thereby, the “Vesting Period”), if the Executive is, and has been continuously, employed by the Company or any Subsidiary thereof from the date hereof through such date: 1st Anniversary of the date hereof 25 % 2nd Anniversary of the date hereof 50 % 3rd Anniversary of the date hereof 75 % 4th Anniversary of the date hereof 100 % If the Executive ceases to be employed by the Company and its Subsidiaries on any date prior to the date which is six (6) months after the date hereof (the “Six-Month Date”) (other than pursuant to a termination of the Executive by the Company or its Subsidiaries, as the case may be, without Cause), the Option shall not extent that SSARs have vested or become exercisable with respect to a number of Shares, you may thereafter exercise the SSARs either as to all or any part of such Shares at any time or from time-to-time prior to expiration or other termination of the Option SharesSSAR. If, after the Six-Month DateExcept as provided in Sections 4 and 5, the Executive ceases SSARs may not be exercised at any time unless you are at such time an employee of the Company or its subsidiaries, divisions or affiliated businesses (an “Employee”). (b) If you cease to be employed an Employee by reason of your Retirement, all vested SSARs shall remain exercisable, and your right to exercise vested SSARs shall terminate upon the Company and its Subsidiaries on any date other than an anniversary date last day of the date hereof (after the Six-Month Date and prior to the fourth anniversary term of the SSAR. Non-vested SSARs shall continue to vest as provided in Section 2, but such SSARs shall be exercisable for two years from the date hereof)that such SSARs vests or, if shorter, until the last day of the term of the SSARs, and your right to exercise such SSAR shall terminate thereafter. (c) If you cease to be an Employee due to your Disability, the cumulative percentage of Option Shares to become vested SSARs shall be determined on a pro rata basis according to the number of complete calendar months elapsed since the prior anniversary date of the date hereof (it being understood that on the Six-Month Date, the Option shall become deemed vested with respect to 12.5% all Shares then subject to the SSARs, and your right to exercise the SSARs shall terminate upon the earlier of the Option Shares)date that is one year from the date of such cessation of employment or the last day of the term of the SSAR. (d) If you cease to be an Employee for any reason other than your death, Disability, or Retirement, the SSARs may be exercised only to the extent of the exercise rights, if any, which had accrued as of the date of such cessation pursuant to Section 2 hereof and which have not theretofore been exercised. If Executive Upon any such cessation of employment, such accrued exercise rights shall in any event terminate upon the earlier of the date that is terminated by 90 days from the date of such cessation of employment or the last day of the term of the SSAR. (e) Nothing contained in this Agreement shall confer upon you any right to continue in the employ of the Company or any of its Subsidiaries without Cause prior Subsidiaries, or to limit or interfere in any way with the Six-Month Date, the Option shall become vested with respect to the number right of the Option Shares determined on a pro rata basis according Company or any such Subsidiary to the number of complete calendar months elapsed since the date hereof. For example: Assume that the Executive was granted the Option to purchase 100 Option Shares. If the Executive voluntarily ceases to be employed by the Company and its Subsidiaries three (3) complete calendar months after the date hereofterminate your employment at any time, no Option Shares shall have vested. If the Executive ceased to be employed by the Company and its Subsidiaries one year and three (3) complete calendar months after the date hereof, 31.25 Option Shares shall have vested: This second result would not change if the Executive’s employment instead ceased one year, three complete calendar months and fifteen days after the date hereofwith or without cause.

Exercisability. (a) The Option Base Shares subject to this Award shall vest and become exercisable (“vest”) on the dates indicated under the Vesting Schedule such that this Award shall be fully exercisable on the last date listed on the table, provided, however, that such vesting shall cease at the time of Grantee’s Severance; provided, further, that the Award shall continue to vest on the dates indicated in accordance the Vesting Schedule if (i) the Grantee satisfies the requirements of Rule of 65 vesting (as set forth on Exhibit B) at the time of his or her Severance and his or her Severance is other than for Cause or (ii) the Grantee’s Severance is due to death or disability (within the meaning of Section 22(e)(3) of the Code) and the Grantee is an “officer” under Section 16 of the Exchange Act at the time of death or such termination. (b) These installments shall be cumulative, so that this Award may be exercised as to any or all of the Base Shares covered by an installment at any time or times after the installment becomes vested and until this Award terminates. (c) Notwithstanding the foregoing, in the event of a Change of Control, as such term is defined in Exhibit B attached hereto, the entire Award may vest immediately. The specific provisions regarding circumstances in which full vesting would occur upon a Change in Control are set forth in Exhibit B. (d) Except as otherwise provided for herein, Grantee’s Severance shall not accelerate the number of Base Shares with respect to which an Award may be exercised. (e) If vested Base Shares remain unexercised at the following schedule close of business on the day prior to the Expiration Date (or the preceding trading day if the Expiration Date is not a trading day), and if the Award has an in-money value of One Hundred Dollars ($100.00) or more (computed as the number of vested but unexercised Base Shares remaining under the Award multiplied by the excess of the closing price of the Common Stock on that day prior to the Expiration Date over the Award’s Base Price per Share) (the period covered thereby, the “Vesting PeriodMinimum Exercise Spread”), if this Award will be automatically exercised on the Executive is, Expiration Date with respect to all shares exercisable and has been continuously, employed all resulting Gain Shares will be sold by the Company on Grantee’s behalf as soon as administratively practicable on or after the Expiration Date, with the Company withholding sale proceeds sufficient to remit required withholding taxes to tax authorities and distributing the remaining proceeds to Grantee. If the Minimum Exercise Spread is not satisfied, the Company will not automatically exercise any Subsidiary thereof from the date hereof through such date: 1st Anniversary portion of the date hereof 25 % 2nd Anniversary Award and the unexercised portion of the date hereof 50 % 3rd Anniversary Award will expire at the close of business on the date hereof 75 % 4th Anniversary Expiration Date. This procedure to automatically exercise an Award on the Expiration Date is provided as a protection against inadvertent expiration of an Award, including during a period when the date hereof 100 % If Award might not otherwise be exercisable. Because any exercise of an Award is the Executive ceases to be employed by the Company and its Subsidiaries on any date prior to the date which is six (6) months after the date hereof (the “Six-Month Date”) (other than pursuant to a termination of the Executive by the Company or its Subsidiaries, as the case may be, without Cause)Grantee’s responsibility, the Option shall not Grantee hereby waives any claims he or she might have vested or become exercisable with respect to any of the Option Shares. If, after the Six-Month Date, the Executive ceases to be employed by the Company and its Subsidiaries on any date other than an anniversary date of the date hereof (after the Six-Month Date and prior to the fourth anniversary of the date hereof), the cumulative percentage of Option Shares to become vested shall be determined on a pro rata basis according to the number of complete calendar months elapsed since the prior anniversary date of the date hereof (it being understood that on the Six-Month Date, the Option shall become vested with respect to 12.5% of the Option Shares). If Executive is terminated by against the Company or any of its Subsidiaries without Cause employees or agents if an automatic exercise of an Award does not occur for any reason and the Award expires. For avoidance of doubt, Grantee may exercise any exercisable portion of the Award prior to the Six-Month Datetime that an automatic exercise might occur pursuant to this provision, the Option shall become vested with respect to the number of the Option Shares determined on a pro rata basis according to the number of complete calendar months elapsed since the date hereof. For example: Assume that the Executive was granted the Option to purchase 100 Option Shares. If the Executive voluntarily ceases to be employed by but the Company and its Subsidiaries three (3) complete calendar months is not obligated to automatically exercise any portion of this Award at or after the date hereofGrantee’s termination for Cause, no Option Shares shall have vested. If the Executive ceased to be employed by the Company and its Subsidiaries one year and three (3) complete calendar months after the date hereof, 31.25 Option Shares shall have vested: This second result would not change if the Executive’s employment instead ceased one year, three complete calendar months and fifteen days after the date hereofas such term is defined in Exhibit B attached hereto.

Exercisability. (a) The Option shall vest and become exercisable to the extent of one-fifth (1/5) of the number of Option Shares as of the end of each fiscal year set forth on Exhibit 2 of this Agreement if the Company's Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA"), as defined on Exhibit 2, equals or exceeds the Target annual EBITDA amount set forth in accordance column (A) of Exhibit 2 with respect to such fiscal year. If for any fiscal year set forth on Exhibit 2 the following schedule Company's cumulative annual EBITDA amount for that and the preceding fiscal years equals or exceeds the Cumulative Target EBITDA amount set forth in column (the period covered therebyB) of Exhibit 2 with respect to such fiscal year, the “Vesting Period”Option shall become exercisable to the extent that it would have become exercisable had the Company achieved its Target annual EBITDA amounts for that and each of the preceding fiscal years. (b) Notwithstanding Section 3(a), if in the Executive is, and has been continuously, employed by event the Company or any Subsidiary thereof from the date hereof through such date: 1st Anniversary of the date hereof 25 % 2nd Anniversary of the date hereof 50 % 3rd Anniversary of the date hereof 75 % 4th Anniversary of the date hereof 100 % If the Executive Optionee ceases to be employed by the Company and its Subsidiaries on at any date prior to the date which is six (6) months after time following the date hereof (the “Six-Month Date”) (and prior to May 9, 2002 for any reason other than pursuant to a termination of the Executive by the Company for Cause or its Subsidiaries, as a termination by the case may be, Optionee without Cause)Good Reason, the Option shall not have vested or become exercisable with respect to any as of the date of such termination to the extent of forty percent (40%) of the number of Option Shares. IfShares without regard to the achievement of any Target annual EBITDA amounts. (c) Notwithstanding Section 3(a), after (i) upon the Six-Month Dateoccurrence of an Initial Public Offering, in which case the schedule set forth in Section 3(a) shall not apply to the extent that Options are not yet exercisable, the Executive ceases Optionee shall have the right (A) to be exercise one-third (1/3) of all unexercisable Options on the first anniversary of the Initial Public Offering, provided that the Optionee remains continuously employed by the Company through such anniversary; (B) to exercise an additional one third (1/3) of all unexercisable Options (as of the first anniversary) on the second anniversary of the Initial Public Offering, provided that the Optionee remains continuously employed by the Company through such anniversary; and its Subsidiaries (C) to exercise the remaining one-third (1/3) of all unexercisable Options on any date other than the third anniversary of the Initial Public Offering, provided that the Optionee remains continuously employed by the Company through such anniversary; (ii) upon the occurrence of an anniversary Approved Sale, in which case the schedule set forth in Section 3(a) shall not apply to the extent that Options are not yet exercisable, the Optionee shall have the right to exercise up to fifty percent (50%) of all unexercisable Options, provided, and to the extent, that the Initial Stockholders receive a twenty percent (20%) annual internal rate of return (calculated on a fully diluted basis) from the Closing Date until the date of closing of the Approved Sale (taking into account the Approved Sale); and shall have the right to exercise up to seventy-five percent (75%) of all unexercisable options if the Initial Stockholders receive a twenty-five percent (25%) annual internal rate of return (calculated on a fully diluted basis) from the Closing Date until the closing of the Approval Sale (taking into account the Approved Sale); and shall have the right to exercise up to one-hundred percent (100%) of all unexercisable Options if the Initial Stockholders receive a thirty percent (30%) annual internal rate of return (calculated on a fully diluted basis) from the Closing Date until the date hereof of closing of the Approved Sale (after taking into account the Six-Month Date Approved Sale), and prior to (iii) upon the fourth seventh (7th) anniversary of the date hereof), provided the cumulative percentage of Option Shares to become vested shall be determined on a pro rata basis according to the number of complete calendar months elapsed since the prior anniversary date of the date hereof (it being understood that on the Six-Month Date, the Option shall become vested with respect to 12.5% of the Option Shares). If Executive is terminated by the Company or any of its Subsidiaries without Cause prior to the Six-Month Date, the Option shall become vested with respect to the number of the Option Shares determined on a pro rata basis according to the number of complete calendar months elapsed since the date hereof. For example: Assume that the Executive was granted the Option to purchase 100 Option Shares. If the Executive voluntarily ceases to be Optionee remains continuously employed by the Company and its Subsidiaries three (3) complete calendar months after the date hereofthrough such anniversary, no any unexercisable Option Shares shall have vested. If the Executive ceased to be employed by the Company and its Subsidiaries one year and three (3) complete calendar months after the date hereof, 31.25 Option Shares shall have vested: This second result would not change if the Executive’s employment instead ceased one year, three complete calendar months and fifteen days after the date hereofimmediately become fully exercisable.

Exercisability. The Each Option shall vest and become be first exercisable in accordance with the following schedule (the period covered thereby, the “Vesting Period”), if the Executive is, and has been continuously, employed by the Company or any Subsidiary thereof from the date hereof through such date: 1st Anniversary of the date hereof 25 % 2nd Anniversary of the date hereof 50 % 3rd Anniversary of the date hereof 75 % 4th Anniversary of the date hereof 100 % If the Executive ceases to be employed by the Company and its Subsidiaries on any date prior to the date which is six (6) months after from the date hereof (the “Six-Month Date”) (other than pursuant to a termination of the Executive grant of the Option and shall continue to be exercisable for a term of ten years thereafter; provided however, that: (i) subject to the six month exercisability requirement set forth above, an Option shall be exercisable, in the event of a Participant’s death prior to exercising the Option, by his estate, or the Company person or its Subsidiaries, as the case may be, without Cause), persons to whom his rights under the Option shall not have vested pass by will or become exercisable with respect to any the laws of descent and distribution but only for a period of two years from the Option Shares. If, after the Six-Month Date, the Executive ceases to be employed by the Company and its Subsidiaries on any date other than an anniversary date of the date hereof Participant’s death or during the remainder of the period preceding the expiration of the Option, whichever is shorter; (after ii) subject to the Six-Month Date six month exercisability requirement set forth above, an Option shall be exercisable, if a Participant becomes permanently and totally disabled (within the meaning of Section 105(d)(4) of the Code) while serving on the Board prior to exercising the fourth anniversary Option, but only for a period of two years from the date on which he ceases serving on the Board due to such disability or during the remainder of the date hereof)period preceding the expiration of the Option, whichever is shorter; and (iii) subject to the cumulative percentage of six month exercisability requirement set forth above, in the event that a Participant resigns from or is not re-elected or does not stand for re-election to the Board or in any other circumstance approved by the Board in its sole discretion, an Option Shares to become vested shall be determined on exercisable but only for a pro rata basis according to period of two years following the number of complete calendar months elapsed since the prior anniversary date of the date hereof (it being understood that his resignation or cessation of service on the Six-Month DateBoard, or in the Option shall become vested with respect to 12.5% period prescribed by the Board in an approved circumstance, or during the remainder of the Option Shares). If Executive is terminated by period preceding the Company or any of its Subsidiaries without Cause prior to the Six-Month Date, the Option shall become vested with respect to the number expiration of the Option Shares determined on a pro rata basis according to the number of complete calendar months elapsed since the date hereof. For example: Assume that the Executive was granted the Option to purchase 100 Option Shares. If the Executive voluntarily ceases to be employed by the Company and its Subsidiaries three (3) complete calendar months after the date hereofOption, no Option Shares shall have vested. If the Executive ceased to be employed by the Company and its Subsidiaries one year and three (3) complete calendar months after the date hereof, 31.25 Option Shares shall have vested: This second result would not change if the Executive’s employment instead ceased one year, three complete calendar months and fifteen days after the date hereofwhichever is shorter.

Exercisability. (a) The Option Base Shares subject to this Award shall vest and become exercisable (“vest”) on the dates indicated under the Vesting Schedule such that this Award shall be fully exercisable on the last date listed on the table, provided, however, that such vesting shall cease at the time of Grantee's Severance; provided, further, that the Award shall continue to vest on the dates indicated in accordance the Vesting Schedule if (i) the Grantee satisfies the requirements of Rule of 65 vesting (as set forth on Exhibit B) at the time of his or her Severance and his or her Severance is other than for Cause or (ii) the Grantee’s Severance is due to death or disability (within the meaning of Section 22(e)(3) of the Code) and the Grantee is an “officer” under Section 16 of the Exchange Act at the time of death or such termination. (b) These installments shall be cumulative, so that this Award may be exercised as to any or all of the Base Shares covered by an installment at any time or times after the installment becomes vested and until this Award terminates. (c) Notwithstanding the foregoing, in the event of a Change of Control, as such term is defined in Exhibit B attached hereto, the entire Award may vest immediately. The specific provisions regarding circumstances in which full vesting would occur upon a Change in Control are set forth in Exhibit B. (d) Except as otherwise provided for herein, Grantee's Severance shall not accelerate the number of Base Shares with respect to which an Award may be exercised. (e) If vested Base Shares remain unexercised at the following schedule close of business on the day prior to the Expiration Date (or the preceding trading day if the Expiration Date is not a trading day), and if the Award has an in-money value of One Hundred Dollars ($100.00) or more (computed as the number of vested but unexercised Base Shares remaining under the Award multiplied by the excess of the closing price of the Common Stock on that day prior to the Expiration Date over the Award’s Base Price per Share) (the period covered thereby, the “Vesting PeriodMinimum Exercise Spread”), if this Award will be automatically exercised on the Executive is, Expiration Date with respect to all shares exercisable and has been continuously, employed all resulting Gain Shares will be sold by the Company on Grantee’s behalf as soon as administratively practicable on or after the Expiration Date, with the Company withholding sale proceeds sufficient to remit required withholding taxes to tax authorities and distributing the remaining proceeds to Grantee. If the Minimum Exercise Spread is not satisfied, the Company will not automatically exercise any Subsidiary thereof from the date hereof through such date: 1st Anniversary portion of the date hereof 25 % 2nd Anniversary Award and the unexercised portion of the date hereof 50 % 3rd Anniversary Award will expire at the close of business on the date hereof 75 % 4th Anniversary Expiration Date. This procedure to automatically exercise an Award on the Expiration Date is provided as a protection against inadvertent expiration of an Award, including during a period when the date hereof 100 % If Award might not otherwise be exercisable. Because any exercise of an Award is the Executive ceases to be employed by the Company and its Subsidiaries on any date prior to the date which is six (6) months after the date hereof (the “Six-Month Date”) (other than pursuant to a termination of the Executive by the Company or its Subsidiaries, as the case may be, without Cause)Grantee’s responsibility, the Option shall not Grantee hereby waives any claims he or she might have vested or become exercisable with respect to any of the Option Shares. If, after the Six-Month Date, the Executive ceases to be employed by the Company and its Subsidiaries on any date other than an anniversary date of the date hereof (after the Six-Month Date and prior to the fourth anniversary of the date hereof), the cumulative percentage of Option Shares to become vested shall be determined on a pro rata basis according to the number of complete calendar months elapsed since the prior anniversary date of the date hereof (it being understood that on the Six-Month Date, the Option shall become vested with respect to 12.5% of the Option Shares). If Executive is terminated by against the Company or any of its Subsidiaries without Cause employees or agents if an automatic exercise of an Award does not occur for any reason and the Award expires. For avoidance of doubt, Grantee may exercise any exercisable portion of the Award prior to the Six-Month Datetime that an automatic exercise might occur pursuant to this provision, the Option shall become vested with respect to the number of the Option Shares determined on a pro rata basis according to the number of complete calendar months elapsed since the date hereof. For example: Assume that the Executive was granted the Option to purchase 100 Option Shares. If the Executive voluntarily ceases to be employed by but the Company and its Subsidiaries three (3) complete calendar months is not obligated to automatically exercise any portion of this Award at or after the date hereofGrantee’s termination for Cause, no Option Shares shall have vested. If the Executive ceased to be employed by the Company and its Subsidiaries one year and three (3) complete calendar months after the date hereof, 31.25 Option Shares shall have vested: This second result would not change if the Executive’s employment instead ceased one year, three complete calendar months and fifteen days after the date hereofas such term is defined in Exhibit B attached hereto.

Exercisability. (a) The Option Base Shares subject to this Award shall become exercisable (“vest”) on the dates indicated under the Vesting Schedule such that this Award shall be fully exercisable on the last date listed on the table, provided, however, that such vesting shall cease at the time of Grantee’s Severance; provided, further, that, if the Grantee is an “officer” under Section 16 of the Exchange Act at the time of death or termination, then (i) the Award shall continue to vest on the dates indicated in the Vesting Schedule if the Grantee satisfies the requirements of Rule of 65 vesting (as set forth on Exhibit B) at the time of his or her Severance and his or her Severance is other than for Cause or (ii) the entire Award shall vest immediately upon the Grantee’s Severance due to death or disability (within the meaning of Section 22(e)(3) of the Code). The specific provisions regarding circumstances in which vesting would occur upon death, disability or Rule of 65 are set forth in Exhibit B. (b) These installments shall be cumulative, so that this Award may be exercised as to any or all of the Base Shares covered by an installment at any time or times after the installment becomes vested and become exercisable until this Award terminates. (c) Notwithstanding the foregoing, in the event of a Change of Control, as such term is defined in Exhibit B attached hereto, the entire Award may vest immediately. The specific provisions regarding circumstances in which full vesting would occur upon a Change in Control are set forth in Exhibit B. (d) Except as otherwise provided for herein, Grantee’s Severance shall not accelerate the number of Base Shares with respect to which an Award may be exercised. (e) If vested Base Shares remain unexercised at the close of business on the day prior to the Expiration Date (or the preceding trading day if the Expiration Date is not a trading day), and if the Award has an in-money value of One Hundred Dollars ($100.00) or more (computed as the number of vested but unexercised Base Shares remaining under the Award multiplied by the excess of the closing price of the Common Stock on that day prior to the Expiration Date over the Award’s Base Price per Share) (the “Minimum Exercise Spread”), this Award will be automatically exercised in full on the Expiration Date with respect to all shares exercisable, with the required withholding taxes to be paid in accordance with the following schedule (the period covered thereby, the “Vesting Period”), if the Executive is, and has been continuously, employed by the Company or any Subsidiary thereof from the date hereof through such date: 1st Anniversary of the date hereof 25 % 2nd Anniversary of the date hereof 50 % 3rd Anniversary of the date hereof 75 % 4th Anniversary of the date hereof 100 % If the Executive ceases to be employed by the Company and its Subsidiaries on any date prior to the date which is six (6) months after the date hereof (the “Six-Month Date”) (other than pursuant to a termination of the Executive by the Company or its Subsidiaries, as the case may be, without Cause), the Option shall not have vested or become exercisable with respect to any of the Option Shares. If, after the Six-Month Date, the Executive ceases to be employed by the Company and its Subsidiaries on any date other than an anniversary date of the date hereof (after the Six-Month Date and prior to the fourth anniversary of the date hereof), the cumulative percentage of Option Shares to become vested shall be determined on a pro rata basis according to the number of complete calendar months elapsed since the prior anniversary date of the date hereof (it being understood that on the Six-Month Date, the Option shall become vested with respect to 12.5% of the Option SharesSection 5(b). If Executive the Minimum Exercise Spread is terminated by not satisfied, the Company will not automatically exercise any portion of the Award and the unexercised portion of the Award will expire at the close of business on the Expiration Date. This procedure to automatically exercise an Award on the Expiration Date is provided as a protection against inadvertent expiration of an Award, including during a period when the Award might not otherwise be exercisable. Because any exercise of an Award is the Grantee’s responsibility, the Grantee hereby waives any claims he or she might have against the Company or any of its Subsidiaries without Cause employees or agents if an automatic exercise of an Award does not occur for any reason and the Award expires. For avoidance of doubt, Grantee may exercise any exercisable portion of the Award prior to the Six-Month Datetime that an automatic exercise might occur pursuant to this provision, the Option shall become vested with respect to the number of the Option Shares determined on a pro rata basis according to the number of complete calendar months elapsed since the date hereof. For example: Assume that the Executive was granted the Option to purchase 100 Option Shares. If the Executive voluntarily ceases to be employed by but the Company and its Subsidiaries three (3) complete calendar months is not obligated to automatically exercise any portion of this Award at or after the date hereofGrantee’s termination for Cause, no Option Shares shall have vested. If the Executive ceased to be employed by the Company and its Subsidiaries one year and three (3) complete calendar months after the date hereof, 31.25 Option Shares shall have vested: This second result would not change if the Executive’s employment instead ceased one year, three complete calendar months and fifteen days after the date hereofas such term is defined in Exhibit B attached hereto.

Exercisability. The Option shall vest and become exercisable in accordance with the following schedule (the period covered thereby, the “Vesting Period”), if the Executive is, and has been continuously, employed by the Company or any Subsidiary thereof from the date hereof through such date: 1st Anniversary of the date hereof 25 % 2nd Anniversary of the date hereof 50 % 3rd 3th Anniversary of the date hereof 75 % 4th Anniversary of the date hereof 100 % If the Executive ceases to be employed by the Company and its Subsidiaries on any date prior to the date which is six (6) months after the date hereof (the “Six-Month Date”) (other than pursuant to a termination of the Executive by the Company or its Subsidiaries, as the case may be, without Cause), the Option shall not have vested or become exercisable with respect to any of the Option Shares. If, after the Six-Month Date, the Executive ceases to be employed by the Company and its Subsidiaries on any date other than an anniversary date of the date hereof (after the Six-Month Date and prior to the fourth anniversary of the date hereof), the cumulative percentage of Option Shares to become vested shall be determined on a pro rata basis according to the number of complete calendar months elapsed since the prior anniversary date of the date hereof (it being understood that on the Six-Month Date, the Option shall become vested with respect to 12.5% of the Option Shares). If Executive is terminated by the Company or any of its Subsidiaries without Cause prior to the Six-Month Date, the Option shall become vested with respect to the number of the Option Shares determined on a pro rata basis according to the number of complete calendar months elapsed since the date hereof. For example: Assume that the Executive was granted the Option to purchase 100 Option Shares. If the Executive voluntarily ceases to be employed by the Company and its Subsidiaries three (3) complete calendar months after the date hereof, no Option Shares shall have vested. If the Executive ceased to be employed by the Company and its Subsidiaries one year and three (3) complete calendar months after the date hereof, 31.25 Option Shares shall have vested: This second result would not change if the Executive’s employment instead ceased one year, three complete calendar months and fifteen days after the date hereof.

Exercisability. The Option shall vest and become exercisable in accordance with the following schedule (the period covered thereby, the “Vesting Period”), if the Executive Participant is, and has been continuously, employed by the Company or any Subsidiary thereof from the date hereof through such date: 1st Anniversary of the date hereof 25 % 2nd Anniversary of the date hereof 50 % 3rd Anniversary of the date hereof 75 % 4th Anniversary of the date hereof 100 % If the Executive Participant ceases to be employed by the Company and its Subsidiaries on any date prior to the date which is six (6) months after the date hereof (the “Six-Month Date”) (other than pursuant to a termination of the Executive Participant by the Company or its Subsidiaries, as the case may be, without Cause), the Option shall not have vested or become exercisable with respect to any of the Option Shares. If, after the Six-Month Date, the Executive Participant ceases to be employed by the Company and its Subsidiaries on any date other than an anniversary date of the date hereof (after the Six-Month Date and prior to the fourth anniversary of the date hereof), the cumulative percentage of Option Shares to become vested shall be determined on a pro rata basis according to the number of complete calendar months elapsed since the prior anniversary date of the date hereof (it being understood that on the Six-Month Date, the Option shall become vested with respect to 12.5% of the Option Shares). If Executive participant is terminated by the Company or any of its Subsidiaries without Cause prior to the Six-Month Date, the Option shall become vested with respect to the number of the Option Shares determined on a pro rata basis according to the number of complete calendar months elapsed since the date hereof. For example: Assume that the Executive Participant was granted the Option to purchase 100 Option Shares. If the Executive Participant voluntarily ceases to be employed by the Company and its Subsidiaries three (3) complete calendar months after the date hereof, no Option Shares shall have vested. If the Executive Participant ceased to be employed by the Company and its Subsidiaries one (1) year and three (3) complete calendar months after the date hereof, 31.25 Option Shares shall have vested: This second result would not change if the ExecutiveParticipant’s employment instead ceased one (1) year, three (3) complete calendar months and fifteen (15) days after the date hereof.

Exercisability. The Each Option shall vest and become be first exercisable in accordance with the following schedule (the period covered thereby, the “Vesting Period”), if the Executive is, and has been continuously, employed by the Company or any Subsidiary thereof from the date hereof through such date: 1st Anniversary of the date hereof 25 % 2nd Anniversary of the date hereof 50 % 3rd Anniversary of the date hereof 75 % 4th Anniversary of the date hereof 100 % If the Executive ceases to be employed by the Company and its Subsidiaries on any date prior to the date which is six (6) months after from the date hereof (the “Six-Month Date”) (other than pursuant to a termination of the Executive grant of the Option and shall continue to be exercisable for a term of ten years thereafter; provided however, that: (i) subject to the six month exercisability requirement set forth above, an Option shall be exercisable, in the event of a Participant's death prior to exercising the Option, by his estate, or the Company person or its Subsidiaries, as the case may be, without Cause), persons to whom his rights under the Option shall not have vested pass by will or become exercisable with respect to any the laws of descent and distribution but only for a period of two years from the Option Shares. If, after the Six-Month Date, the Executive ceases to be employed by the Company and its Subsidiaries on any date other than an anniversary date of the date hereof Participant's death or during the remainder of the period preceding the expiration of the Option, whichever is shorter; (after ii) subject to the Six-Month Date six month exercisability requirement set forth above, an Option shall be exercisable, if a Participant becomes permanently and totally disabled (within the meaning of Section 105(d)(4) of the Code) while serving on the Board prior to exercising the fourth anniversary Option, but only for a period of two years from the date on which he ceases serving on the Board due to such disability or during the remainder of the date hereof)period preceding the expiration of the Option, whichever is shorter; and (iii) subject to the cumulative percentage of six month exercisability requirement set forth above, in the event that a Participant resigns from or is not re-elected or does not stand for re-election to the Board or in any other circumstance approved by the Board in its sole discretion, an Option Shares to become vested shall be determined on exercisable but only for a pro rata basis according to period of two years following the number of complete calendar months elapsed since the prior anniversary date of the date hereof (it being understood that his resignation or cessation of service on the Six-Month DateBoard, or in the Option shall become vested with respect to 12.5% period prescribed by the Board in an approved circumstance, or during the remainder of the Option Shares). If Executive is terminated by period preceding the Company or any of its Subsidiaries without Cause prior to the Six-Month Date, the Option shall become vested with respect to the number expiration of the Option Shares determined on a pro rata basis according to the number of complete calendar months elapsed since the date hereof. For example: Assume that the Executive was granted the Option to purchase 100 Option Shares. If the Executive voluntarily ceases to be employed by the Company and its Subsidiaries three (3) complete calendar months after the date hereofOption, no Option Shares shall have vested. If the Executive ceased to be employed by the Company and its Subsidiaries one year and three (3) complete calendar months after the date hereof, 31.25 Option Shares shall have vested: This second result would not change if the Executive’s employment instead ceased one year, three complete calendar months and fifteen days after the date hereofwhichever is shorter.