Common use of Exercise of Option During Employment Clause in Contracts

Exercise of Option During Employment. (a) Except as otherwise provided in this Section 2.2, Section 2.3 or pursuant to any acceleration provisions of the Plan, the Option shall become exercisable on the ninth anniversary of the Option Date. (b) The Option shall become exercisable prior to the ninth anniversary of the Option Date to the extent the Company satisfies annual performance goals established by Committee prior to the beginning of each of the fiscal years of the Company ending January 31, 2000, January 31, 2001 and January 31, 2002. (i) If the Company's level of performance for the fiscal year of the Company ending January 31, 2000 is at least 90 percent of the target level of performance designated by the Committee for such year, then the Option shall become exercisable, as of the date the Committee determines the actual level of performance for such year, with respect to one-sixth of the number of shares initially subject to the Option, multiplied by the Applicable Percentage, as defined below. (ii) If the Company's cumulative level of performance for the fiscal years of the Company ending January 31, 2000 and January 31, 2001 is at least 90 percent of the cumulative target levels of performance designated by the Committee for such years, then the Option shall become exercisable, as of the date the Committee determines the actual cumulative level of performance for such years, with respect to the excess of one-half of the number of shares initially subject to the Option over the number of the shares with respect to which the Option became exercisable pursuant to clause (i), multiplied by the Applicable Percentage. (iii) If the Company's cumulative level of performance for the fiscal years of the Company ending January 31, 2000, January 31, 2001 and January 31, 2002 is at least 90 percent of the cumulative target levels of performance designated by the Committee for such years, then the Option shall become exercisable, as of the date the Committee determines the actual cumulative level of performance for such years, with respect to the excess of the full number of shares initially subject to the Option over the number of shares with respect to which the Option became exercisable pursuant to clauses (i) and (ii), multiplied by the Applicable Percentage.

Exercise of Option During Employment. (a) Except as otherwise provided in this Section 2.2, Section 2.3 or pursuant to any acceleration provisions of the Plan, the Option shall become exercisable on the ninth anniversary of the Option Date. (b) The Option shall become exercisable prior to the ninth anniversary of the Option Date to the extent the Company satisfies annual performance goals established by Committee prior to the beginning of each of the fiscal years of the Company ending January 31, 2000, January 31, 2001 and January 31, 2002. (i) If the Company's level of performance for the fiscal year of the Company ending January 31, 2000 is at least 90 percent of the target level of performance designated by the Committee for such year, then the Option shall become exercisable, as of the date the Committee determines the actual level of performance for such year, with respect to one-sixth of the number of shares initially subject to the Option, multiplied by the Applicable Percentage, as defined below. (ii) If the Company's cumulative level of performance for the fiscal years of the Company ending January 31, 2000 and January 31, 2001 is at least 90 percent of the cumulative target levels of performance designated by the Committee for such years, then the Option shall become exercisable, as of the date the Committee determines the actual cumulative level of performance for such years, with respect to the excess of one-half of the number of shares initially subject to the Option over the number of the shares with respect to which the Option became exercisable pursuant to clause (i), multiplied by the Applicable Percentage. (iii) If the Company's cumulative level of performance for the fiscal years of the Company ending January 31, 2000, January 31, 2001 and January 31, 2002 is at least 90 percent of the cumulative target levels of performance designated by the Committee for such years, then the Option shall become exercisable, as of the date the Committee determines the actual cumulative level of performance for such years, with respect to the excess of the full number of shares initially subject to the Option over the number of shares with respect to which the Option became exercisable pursuant to clauses (i) and (ii), multiplied by the Applicable Percentage. The "Applicable Percentage" for purposes of this Section 2.2(b) shall be the percentage corresponding to the level of the Company's performance for the applicable year as a percentage of the target level of performance for such year, as set forth in the following table: Company Performance as a Percentage of Target Level of Performance Applicable Percentage -------------------------------------- --------------------- less than 90% 0% 90% 50% 91% 55% 92% 60% 93% 65% 94% 70% 95% 75% 96% 80% 97% 85% 98% 90% 99% 95% 100% or more 100% (c) Notwithstanding the foregoing, the Option shall become fully exercisable, to the extent not so already exercisable, upon a "Change in Control," as that term is defined in the Optionee's Employment and Severance Agreement dated March 17, 1997 (the "Severance Agreement").

Exercise of Option During Employment. (a) Except as otherwise provided in this Section 2.2, Section 2.3 or pursuant to any acceleration provisions of the Plan, the Option shall become exercisable on the ninth anniversary of the Option Date. (b) The Option shall become exercisable prior to the ninth anniversary of the Option Date to the extent the Company satisfies annual performance goals established by Committee prior to the beginning of each of the fiscal years of the Company ending January 31, 20002001, January 31, 2001 2002 and January 31, 20022003. (i) If the Company's level of performance for the fiscal year of the Company ending January 31, 2000 2001 is at least 90 percent of the target level of performance designated by the Committee for such year, then the Option shall become exercisable, as of the date the Committee determines the actual level of performance for such year, with respect to one-sixth of the number of shares initially subject to the Option, multiplied by the Applicable Percentage, as defined below. (ii) If the Company's cumulative level of performance for the fiscal years of the Company ending January 31, 2000 2001 and January 31, 2001 2002 is at least 90 percent of the cumulative target levels of performance designated by the Committee for such years, then the Option shall become exercisable, as of the date the Committee determines the actual cumulative level of performance for such years, with respect to the excess of one-half of the number of shares initially subject to the Option over the number of the shares with respect to which the Option became exercisable pursuant to clause (i), multiplied by the Applicable Percentage. (iii) If the Company's cumulative level of performance for the fiscal years of the Company ending January 31, 20002001, January 31, 2001 2002 and January 31, 2002 2003 is at least 90 percent of the cumulative target levels of performance designated by the Committee for such years, then the Option shall become exercisable, as of the date the Committee determines the actual cumulative level of performance for such years, with respect to the excess of the full number of shares initially subject to the Option over the number of shares with respect to which the Option became exercisable pursuant to clauses (i) and (ii), multiplied by the Applicable Percentage.

Exercise of Option During Employment. (a) Except as otherwise provided in this Section 2.2, Section 2.3 or pursuant to any acceleration provisions of the Plan, the Option shall become exercisable on the ninth anniversary of the Option Date. (b) The Option shall become exercisable prior to the ninth anniversary of the Option Date to the extent the Company satisfies annual performance goals established by Committee prior to the beginning of each of the fiscal years of the Company ending January 31, 2000, January 31, 2001 and January 31, 2002. (i) If the Company's level of performance for the fiscal year of the Company ending January 31, 2000 is at least 90 percent of the target level of performance designated by the Committee for such year, then the Option shall become exercisable, as of the date the Committee determines the actual level of performance for such year, with respect to one-sixth of the number of shares initially subject to the Option, multiplied by the Applicable Percentage, as defined below. (ii) If the Company's cumulative level of performance for the fiscal years of the Company ending January 31, 2000 and January 31, 2001 is at least 90 percent of the cumulative target levels of performance designated by the Committee for such years, then the Option shall become exercisable, as of the date the Committee determines the actual cumulative level of performance for such years, with respect to the excess of one-half of the number of shares initially subject to the Option over the number of the shares with respect to which the Option became exercisable pursuant to clause (i), multiplied by the Applicable Percentage. (iii) If the Company's cumulative level of performance for the fiscal years of the Company ending January 31, 2000, January 31, 2001 and January 31, 2002 is at least 90 percent of the cumulative target levels of performance designated by the Committee for such years, then the Option shall become exercisable, as of the date the Committee determines the actual cumulative level of performance for such years, with respect to the excess of the full number of shares initially subject to the Option over the number of shares with respect to which the Option became exercisable pursuant to clauses (i) and (ii), multiplied by the Applicable Percentage. The "Applicable Percentage" for purposes of this Section 2.2(b) shall be the percentage corresponding to the level of the Company's performance for the applicable year as a percentage of the target level of performance for such year, as set forth in the following table: Company Performance as a Percentage of Target Level of Performance Applicable Percentage -------------------------------------- --------------------- less than 90% 0% 90% 50% 91% 55% 92% 60% 93% 65% 94% 70% 95% 75% 96% 80% 97% 85% 98% 90% 99% 95% 100% or more 100% (c) Notwithstanding the foregoing, the Option shall become fully exercisable, to the extent not so already exercisable, upon a "Change in Control," as that term is defined in the Optionee's Severance Agreement with the Company dated May 7, 1996 (the "Severance Agreement").

Exercise of Option During Employment. (a) Except as otherwise provided in this Section 2.2, Section 2.3 or pursuant to any acceleration provisions of the Plan, the Option shall become exercisable on the ninth anniversary of the Option Date. (b) The Option shall become exercisable prior to the ninth anniversary of the Option Date to the extent the Company satisfies annual performance goals established by Committee prior to the beginning of each of the fiscal years of the Company ending January 31, 2000, January 31, 2001 and January 31, 2002. (i) If the Company's level of performance for the fiscal year of the Company ending January 31, 2000 is at least 90 percent of the target level of performance designated by the Committee for such year, then the Option shall become exercisable, as of the date the Committee determines the actual level of performance for such year, with respect to one-sixth of the number of shares initially subject to the Option, multiplied by the Applicable Percentage, as defined below. (ii) If the Company's cumulative level of performance for the fiscal years of the Company ending January 31, 2000 and January 31, 2001 is at least 90 percent of the cumulative target levels of performance designated by the Committee for such years, then the Option shall become exercisable, as of the date the Committee determines the actual cumulative level of performance for such years, with respect to the excess of one-half of the number of shares initially subject to the Option over the number of the shares with respect to which the Option became exercisable pursuant to clause (i), multiplied by the Applicable Percentage. (iii) If the Company's cumulative level of performance for the fiscal years of the Company ending January 31, 2000, January 31, 2001 and January 31, 2002 is at least 90 percent of the cumulative target levels of performance designated by the Committee for such years, then the Option shall become exercisable, as of the date the Committee determines the actual cumulative level of performance for such years, with respect to the excess of the full number of shares initially subject to the Option over the number of shares with respect to which the Option became exercisable pursuant to clauses (i) and (ii), multiplied by the Applicable Percentage. The "Applicable Percentage" for purposes of this Section 2.2(b) shall be the percentage corresponding to the level of the Company's performance for the applicable year as a percentage of the target level of performance for such year, as set forth in the following table: Company Performance as a Percentage of Target Level of Performance Applicable Percentage -------------------------------------- --------------------- less than 90% 0% 90% 50% 91% 55% 92% 60% 93% 65% 94% 70% 95% 75% 96% 80% 97% 85% 98% 90% 99% 95% 100% or more 100% (c) Notwithstanding the foregoing, the Option shall become fully exercisable, to the extent not so already exercisable, upon a "Change in Control," as that term is defined in the Optionee's Severance Agreement with the Company dated May 7, 1996(the "Severance Agreement").