Common use of Exercise of Option Clause in Contracts

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while in the employ of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. (a) Subject to the earlier expiration terms and conditions of this Option as herein providedAgreement, this the Option may be exercisedexercised by SmartForce, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officerin whole or in part, at any time and or from time to time (i) after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage termination of the aggregate Merger Agreement under the conditions described in clauses (ii) or (iii) of Section 8.3(c) of the Merger Agreement or (ii) immediately prior to the occurrence of any event causing the termination fee to become payable pursuant to clause (i) of Section 8.3(c) of the Merger Agreement (any of the conditions described in this sentence being referred to herein as an "Exercise Event"). In the event SmartForce wishes to exercise the Option, SmartForce will deliver to SkillSoft a written notice (each an "Exercise Notice") specifying the total number of shares offered Option Shares it wishes to purchase. Each closing of a purchase of Option Shares (a "Closing") will occur on a date and at a time prior to the termination of the Option designated by this Option determined by the number of full years from the date of grant hereof SmartForce in an Exercise Notice delivered at least two business days prior to the date of such exerciseClosing, in accordance with which Closing will be held at the following schedule: Percentage principal offices of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such terminationSkillSoft. (b) If Employee dies while in The Option will terminate upon the employ earliest of (i) the CompanyEffective Time, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year (ii) twelve months following the date on which the Merger Agreement is terminated pursuant to Section 8.1(d) thereof under the circumstances under which the termination fee may become payable under clause (i) of Employee's death. Section 8.3(c), if no event causing such termination fee to become payable pursuant to clause (ci) If Employee's employment with the Company terminates for any reason other than as described in (aof Section 8.3(c) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies Merger Agreement occurs during such threetwelve-month period, but in each case only as (iii) twelve months following the date on which the termination fee is paid pursuant to Section 8.3(c) of the Merger Agreement and (iv) the date on which the Merger Agreement is otherwise terminated; provided, however, that if the Option cannot be exercised by reason of any applicable government order or because the waiting period related to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as issuance of the date Employee's employment so terminates. This Option shall not be exercisable in any event after Shares under the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (HSR Act or the person permitted Irish Mergers Act will not have expired or been terminated, then the Option will not terminate until the tenth business day after such impediment to exercise this Option in the event of Employee's death) shall has been removed or has become final and not be or have any of the rights or privileges of a shareholder of the Company with respect subject to shares acquirable upon an exercise of this Optionappeal.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this The Option may be exercised in full whole or in part by Employee (or Employee's estate or delivering to the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason Treasurer of the death Company (i) a Notice And Agreement Of Exercise Of Option, substantially in the form attached hereto as Exhibit A, specifying the number of EmployeeOption Shares with respect to which the Option is exercised, and (ii) full payment of the Option Price for such shares. Payment shall be made by certified check or cleared funds. The Option may not be exercised in part unless the purchase price for the Option Shares purchased is at any time during least $1,000 or unless the period entire remaining portion of one year following such terminationthe Option is being exercised. (b) If Employee dies while in the employ Promptly upon receipt of the Company, Employee's estate, or Notice And Agreement Of Exercise Of Option together with the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason full payment of the death of EmployeeOption Price, may exercise this the Company shall deliver to the Optionee a properly executed certificate or certificates representing the Option in full at any time during the period of one year following the date of Employee's deathShares being purchased. (c) If Employee's employment with During the Company terminates for any reason other than lifetime of the Optionee, the Option shall be exercisable only by the Optionee or a Permitted Transferee (as described defined in (a) Section 7 of this Agreement); provided, that in the event of the legal disability of the Optionee, the guardian or (b) abovepersonal representative of the Optionee may exercise the Option. Following the death of the Optionee, this the Option may be exercised by Employee at the personal representative of the Optionee during any time during remaining term of the Option. (1) If for any reason (other than as a result of the removal of Optionee as a director of the Company) the Optionee ceases to be a director of the Company, then the Option may be exercised within three months after the date Optionee ceases to be a director of the Company, but only to the extent that (A) the Option was exercisable according to its terms on the date Optionee ceased to be a director of the Company, and (B) the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason for exercise of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month periodOption, but as defined in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise Section 3 of this Option Agreement, has not terminated as of the date Employee's employment so terminatesof exercise. This Upon termination of the respective periods set forth in the previous sentence, any unexercised portion of the Option shall not be exercisable expire. (2) If the Optionee is removed as a director of the Company by a vote of stockholders in any event after accordance with the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order law of the Company)’s state of incorporation, (b) by delivering the Option shall expire upon delivery to the Company Optionee of notice of removal, which may be oral or in writing, and all rights to purchase shares of Stock having a fair market value equal pursuant to the purchase price, or (c) any combination Option shall terminate immediately upon the delivery of cash or Stock. No fraction such notice of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Optionremoval.

Exercise of Option. Subject to The Affected Member or the earlier expiration of this Option as herein provided, this Option may be exercised, by Affected Member’s legal representative shall give written notice to the Company at its principal executive office addressed to and the attention non-transferring Members immediately upon the occurrence of its Chief Executive Officer, at any time an Option Event and from time to time in no event more than ten (10) days after the date occurrence of grant hereofsuch Option Event or the appointment of a legal representative for such Affected Member, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage whichever occurs last. Upon receipt of written notice of the aggregate number occurrence of shares offered by this an Option determined by Event and for a period of thirty (30) days thereafter, the number Company shall have the first option to purchase all or any portion of full years from the date Units of grant hereof the Affected Member subject to the date of such exerciserepurchase pursuant to Section 12.1, provided that, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee event of the Company and will terminate and cease to be exercisable upon Employee's termination dissolution of employment with the Companymarriage of a Member, except that: (a) If Employee's employment with or on the Company terminates by reason occurrence of disability (an Option Event within the meaning of section 22(e)(3Section 12.1(e) or (f), the divorced, transferring or widowed Member, as the case may be, shall have during the first fifteen (15) days of such thirty (30) day period a concurrent but priority right to purchase the Units or interest therein that have been awarded to such Member’s spouse as a result of the Codedissolution of such Member’s marriage or with respect to which such Member was the transferring Member under Section 11, or which are not distributed to such Member outright or to a trust over which such Member has sole voting control. In the event that the Company and, in any situation where a divorced, transferring or widowed Member has a concurrent but priority option to purchase, such Member does not elect to purchase all of the Units within such thirty (30) day period, the Company shall forthwith notify the non-transferring Members of the election not to purchase all or a portion of the Affected Member’s Units, and such non-transferring Members shall then have the option for a period of fifteen (15) days from the receipt of such notice to purchase the Units of the Affected Member not purchased by the Company and/or the divorced, transferring or widowed Member (the “Remaining Units of the Affected Member”). Within fifteen (15) days after the receipt of such notice, if the non-transferring Members desire to acquire all or any portion of the Remaining Units of the Affected Member (the “Purchasing Members”), this Option may be exercised in full by Employee then the Purchasing Members shall deliver to the Secretary (or Employee's estate to the Company in the event that there is no Secretary) a written election to purchase such Remaining Units of the Affected Member or a specified number thereof. Except upon the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason occurrence of the death of Employee) at any time during a Deceased Member or Deceased Spouse, as hereinabove defined, the period of one year following such termination. (b) If Employee dies while option set forth in this Section 12 may not be exercised unless the employ Company and/or the Purchasing Members purchase all of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason Units of the death Affected Member. Subject to the foregoing, each non-transferring Member shall have the right to elect to purchase all or any portion of Employeesuch non-transferring Member’s pro rata share of the Remaining Units of the Affected Member (with any reallotment as provided below in this Agreement). Each such non-transferring Member’s pro rata share of the Remaining Units of the Affected Member shall be a fraction of the Remaining Units of the Affected Member, may exercise this Option in full at any time during of which the period number of one year following Units owned by such non-transferring Member on the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) aboveOption Event shall be the numerator, this Option may be exercised and the total number of Units owned by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason all of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from nontransferring Members on the date of grant hereof. The purchase price of shares as to which this the Option is exercised Event shall be paid in the denominator. Each non-transferring Member shall have a right of reallotment such that, if any other non-transferring Member fails to exercise the right to purchase such non-transferring Member’s full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order pro rata share of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment Remaining Units of the purchase price thereof; ratherAffected Member, Employee shall provide then the participating non-transferring Members may exercise an additional right to purchase, on a cash payment for such amount as is necessary to effect pro rata basis, the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any Remaining Units of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionAffected Member not previously purchased.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive OfficerVice President and Secretary, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 2033-1/3% 2 years 4067% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, distribution or pursuant to a "qualified domestic relations order" as defined by the Code and may be exercised only by Employee during Employee's lifetimelifetime only by Employee, Employee's guardian or legal representative or a transferee under a qualified domestic relations order. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Option or of such rights contrary to the provisions hereof or in the Plan, or upon the levy of any attachment or similar process upon this Option or such rights, this Option and such rights shall immediately become null and void. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except thatsubject to the following exceptions: (a) If Employee's employment with the Company terminates by reason of disability (within disability being defined as being physically or mentally incapable of performing either the meaning of section 22(e)(3) of Employee's usual duties as an Employee or any other duties as an Employee that the CodeCompany reasonably makes available and such condition is likely to remain continuously and permanently, as determined by the Company or employing subsidiary), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year three years following such termination. (b) If Employee dies while in the employ of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year three years following the date of Employee's death. (c) If Employee's employment with the Company terminates by reason of normal retirement at or after age 65, this Option may be exercised by Employee at any time during the period ending on the Expiration Date (as defined below), but only as to the number of shares Employee was entitled to purchase on the date of such exercise in accordance with the schedule set forth above. In connection with the termination of Employee's employment with the Company by reason of early retirement, applicable management of the Company and/or business unit may recommend to the Committee or its delegate, as applicable, that this Option be retained. In such event, the Committee or its delegate, as the case may be, shall consider such recommendation and may, in the Committee's or such delegate's sole discretion, approve the retention of this Option following such early retirement, in which case the Option may be exercised by Employee at any time during the period ending on the Expiration Date, but only as to the number of shares Employee was entitled to purchase on the date of such exercise in accordance with the schedule set forth above. If, after retirement as set forth above, Employee should die, this Option may be exercised in full by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of the Employee) during the period ending on the earlier of the Expiration Date or the third anniversary of the date of Employee's death. (d) If Employee's employment with the Company terminates for any reason other than as described those set forth in subparagraphs (a) or through (bc) above, this Option may be exercised by Employee at any time during the period of three months 30 days following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of the Employee) during a period of one year six months following Employee's death if Employee dies during such three30-month day period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event prior to the expiration of six months from the date of grant hereof or after the expiration of ten years from the date of grant hereofhereof (the "Expiration Date") notwithstanding anything hereinabove contained. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any by a combination of cash or Stock. Payment may also be made by delivery (including by facsimile transmission) to the Company of an executed irrevocable option exercise form, coupled with irrevocable instructions to a broker-dealer designated by the Company to simultaneously sell a sufficient number of the shares as to which the option is exercised and deliver directly to the Company that portion of the sales proceeds representing the exercise price. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except (a) Except as otherwise provided belowby Sections 2.2(b) hereof and by Section 11 of the Plan, this the Option shall not be become exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or Exercise Schedule set forth in the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that:Term Sheet. (ab) If Employeethe Optionee's employment with the Company terminates by reason of disability (within Disability or death, the meaning of section 22(e)(3) Option shall be immediately exercisable with respect to all of the Code), this Option Shares on the effective date of the Optionee's termination of employment or date of death and may thereafter be exercised in full by Employee (or Employee's estate the Optionee or the person who acquires this Option by will Optionee's Legal Representative or Permitted Transferees, as the laws case may be, until and including the earliest to occur of descent and distribution or otherwise by reason (i) the date which is two years after the effective date of the death Optionee's termination of Employee) at any time during the period of one year following such termination. (b) If Employee dies while in the employ of the Company, Employee's estate, employment or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's deathdeath and (ii) the Expiration Date. (c) If Employeethe Optionee's employment with the Company terminates by reason of retirement on or after age 63 or after a minimum of fifteen years of employment (fifteen years need not be consecutive) with the Company ("Retirement"), the Option shall continue in accordance with its terms and, to the extent the Option shall be or become exercisable with respect to the Option Shares, may thereafter be exercised by the Optionee or the Optionee's Legal Representative until the Expiration Date. (d) If the Optionee's employment with the Company terminates for any reason other than as described in (a) Disability, death or (b) aboveRetirement, this the Option shall be exercisable only to the extent it is exercisable on the effective date of the Optionee's termination of employment and may thereafter be exercised by Employee at the Optionee or the Optionee's Legal Representative until and including the earliest to occur of (i) the date which is six months after the effective date of the Optionee's termination of employment and (ii) the Expiration Date; provided that if the Optionee's employment is terminated for Gross Misconduct, the Option shall terminate automatically on the effective date of the Optionee's termination of employment. Gross Misconduct means the commission of any time act of fraud, embezzlement or dishonesty by the Optionee, any unauthorized use or disclosure by the Optionee of confidential information or trade secrets of the Company or any Subsidiary, or any other intentional misconduct by the Optionee adversely affecting the business or affairs of the Company or any Subsidiary in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Company or any Subsidiary may consider as grounds for the dismissal or discharge of the Optionee or any other individual in the employment of the Company or any Subsidiary. (e) If the Optionee dies during the post-employment exercise period pursuant to Section 2.2(b) following termination of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise employment by reason of Disability, the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month periodOption shall continue in accordance with its terms and, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this extent the Option has not been exercised as of the date Employeeof death, the Option may thereafter by exercised by the Optionee's employment so terminates. This Option shall not be exercisable in any event Legal Representative or Permitted Transferees, as the case may be, until the earlier to occur of (i) two years after the expiration effective date of ten years from the Optionee's termination of employment and (ii) the Expiration Date. (f) If the Optionee dies following termination of employment by reason of Retirement and prior to the Expiration Date, and to the extent the Option has not been exercised as of the date of grant hereof. The purchase price death, the Option may thereafter be exercised by the Optionee's Legal Representative or Permitted Transferees, as the case may be, until the earliest to occur of shares as (i) two years after the date of death and (ii) the Expiration Date. (g) If the Optionee dies during post-employment exercise period determined pursuant to which this Option is exercised shall be paid in full at the time Section 2.2(d) following termination of exercise (a) in cash (including checkemployment for any reason other than Disability, bank draft Retirement or money order payable Gross Misconduct, and to the order extent the Option has not been exercised as of the Company)date of death, (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall Option may thereafter be issued exercised by the Company upon exercise Optionee's Legal Representative or Permitted Transferees, as the case may be, until the earliest to occur of an Option or accepted by (i) six months after the Company in payment effective date of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect Optionee's termination of employment and (ii) the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionExpiration Date.

Exercise of Option. (a) Subject to the earlier expiration satisfaction or waiver of the conditions set forth in Section 9 of this Stock Option as herein providedAgree- ment, this Option may be exercised, by written notice prior to the Company at termination of this Stock Option Agreement in accordance with its principal executive office addressed to terms, Grantee or its designee (which shall be a wholly owned subsidiary of Grantee) may exercise the attention of its Chief Executive OfficerOption, in whole or in part, at any time and or from time to time on or after the date of grant hereofpublic disclosure of, butor the time at which Grantee shall have learned of, except as otherwise provided below, this Option shall not be exercisable for more than a percentage the earliest event to occur of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except thatfollowing: (ai) If Employee's employment with any person or group (1) other than Grantee, its affiliates or the Company terminates ML Entities (as such term is defined in that certain Standstill Agreement (the "Standstill Agreement"), dated as of May 17, 1996, by reason of disability and among Issuer and the other persons listed on the signature pages thereto) shall have acquired or be- come the beneficial owners (within the meaning of section 22(e)(3Rule 13d-3 under the Exchange Act) of more than twenty percent (20%) of the Codeoutstanding shares of Issuer Common Stock, or (2) other than Grantee or its affiliates shall have been granted any option or right, conditional or otherwise, to acquire more than twenty percent (20%) of the outstanding shares of Issuer Common Stock (provided that in the event that such option or right expires unexercised, then to the extent the Option has not already been exercised, it shall no longer be exercisable except as otherwise provided in clause (i), (ii), (iii), (iv) or (v) of this Section 2(a)); (ii) the ML Entities and their affiliates in the aggregate (1) shall have acquired or become the ben- eficial owners (within the meaning of Rule 13d-3 un- der the Exchange Act) of a percentage of the out- standing shares of Issuer Common Stock greater than the sum of (A) the ML Entities' proportionate owner- ship of such outstanding Issuer Common Stock on the date hereof and (B) the Additional Percentage (as defined in the Standstill Agreement) to the extent acquired pursuant to Section 3.1(c) of the Standstill Agreement, or (2) shall have been granted any option or right, conditional or otherwise, other than any such option or right in existence immediately prior to the date hereof and previously disclosed to Grantee, to acquire any outstanding shares of Issuer Common Stock that, together with any other shares of Issuer Common Stock then beneficially owned by such ML Entities, would exceed the sum of (A) the ML Enti- ties' proportionate ownership of such outstanding shares of Issuer Common Stock on the date hereof and (B) the Additional Percentage to the extent acquired pursuant to Section 3.1(c) of the Standstill Agree- ment (provided that in the event that such option or right expires unexercised, then to the extent the Option may has not already been exercised, it shall no longer be exercised exercisable except as otherwise provided in full by Employee clause (i), (ii), (iii), (iv) or (v) of this Section 2(a)); (iii) any person other than Grantee and its af- filiates shall have made a tender offer or exchange offer (or Employee's estate entered into an agreement to make such a tender offer or exchange offer) for at least twenty percent (20%) of the then outstanding shares of Is- xxxx Common Stock (provided that in the event that such tender offer or exchange offer or agreement is withdrawn or terminates, as the case may be, prior to consummation of such offer or the transactions con- templated by such agreement, then to the extent the Option has not already been exercised, it shall no longer be exercisable except as otherwise provided in clause (i), (ii), (iii), (iv) or (v) of this Section 2(a)); (iv) Issuer shall have entered into a written definitive agreement or written agreement in prin- ciple with any person who acquires this Option by will other than Grantee or the laws its af- filiates in connection with a liquidation, dissolu- tion, recapitalization, merger, consolidation or ac- quisition or purchase of descent and distribution all or otherwise by reason a material portion of the death assets of EmployeeIssuer and its subsidiaries, taken as a whole, or all or a material portion of the equity in- terest in Issuer and its subsidiaries, taken as a whole, or other similar transaction or business com- bination (each, an "Acquisition Transaction"); or (v) at any time during the period of one year following such terminationperson other than Grantee or its af- filiates shall have made a proposal to Issuer or its stockholders to engage in an Acquisition Transaction. (b) In the event Grantee wishes to exercise the Op- tion at such time as the Option is exercisable, Grantee shall deliver written notice (the "Exercise Notice") to Issuer speci- fying its intention to exercise the Option, the total number of Option Shares it wishes to purchase and a date and time for the closing of such purchase (a "Closing") not less than three (3) nor more than thirty (30) business days after the later of (i) the date such Exercise Notice is given and (ii) the expiration or termination of any applicable waiting period under the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If Employee dies while prior to the Expiration Date (as defined in the employ Section 11 below) any person or group (other than Grantee or its affiliates) (1) shall have made a bona fide proposal that becomes publicly disclosed with respect to (I) a tender offer or exchange offer for fifty percent (50%) or more of the Companythen outstanding shares of Issuer Common Stock (a "Share Proposal"), Employee's estate(II) a merger, consolidation or other business combination with Issuer (a "Merger Proposal") or (III) any acquisition of a ma- terial portion of the assets of Issuer (an "Asset Proposal"), or (2) shall have acquired fifty percent (50%) or more of the person who acquires then outstanding shares of Issuer Common Stock (a "Share Acqui- sition"), and this Option by will or is then exercisable, then Grantee, in lieu of exercising the laws of descent and distribution or otherwise by reason of Option, shall have the death of Employee, may exercise this Option in full right at any time during thereafter (for so long as the period Option is exercisable under Sec- tion 2(a)) to request in writing that Issuer pay, and promptly (but in any event not more than five (5) business days) after the giving by Grantee of one year following such request, Issuer shall, subject to Section 2(c) below, pay to Grantee, in cancellation of the Op- tion, an amount in cash (the "Cancellation Amount") equal to (i) the excess over the Option Price of the greater of (A) the last sale price of a share of Is- xxxx Common Stock as reported on the New York Stock Exchange on the last trading day prior to the date of Employeethe Exercise Notice, or (B)(1) the highest price per share of Issuer Common Stock offered or proposed to be paid or paid by any such person or group pursuant to or in connection with a Share Proposal, a Share Acquisition or a Merger Proposal or (2) the aggregate consideration offered to be paid or paid in any transaction or proposed transaction in connection with an Asset Proposal, divided by the number of shares of Issuer Common Stock then outstanding, mul- tiplied by (ii) the number of Option Shares then covered by the Option; provided, however, that the Cancellation Amount shall be re- duced by any amount actually paid to Grantee by Issuer pursuant to Section 7.5(b) of the Merger Agreement (the "Termination Fee"). If all or a portion of the price per share of Issuer Common Stock offered, paid or payable or the aggregate con- sideration offered, paid or payable for the assets of Issuer, each as contemplated by the preceding sentence, consists of noncash consideration, such price or aggregate consideration shall be the cash consideration, if any, plus the fair market value of the non-cash consideration as determined by the in- vestment bankers of Issuer and the investment bankers of Grantee (or, if such investment bankers cannot agree within ten (10) business days of such question being submitted for such determination, then promptly by an independent investment banker chosen by Grantee's deathinvestment bankers and reasonably acceptable to Issuer's investment bankers). (c) If Employee's employment with Following exercise of the Company terminates for Option by Grantee, in the event that Grantee sells, pledges or otherwise disposes of (including, without limitation, by merger or exchange) any reason other than as described in of the Option Shares (a) or (b) abovea "Sale"), this Option may be exercised then any Termination Fee due and payable by Employee at any time during the period of three months Issuer following such termination, or by Employee's estate (or time shall be reduced to the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason extent of the death amounts received (whether in cash, loan proceeds, securities or otherwise) by Grantee in such Sale less the exer- cise price of Employee) during such Option Shares sold in the Sale (the "Option Share Profit"); provided, however, that in no event shall the Termination Fee be reduced below zero. If Issuer has paid to Grantee the Termination Fee prior to a period of one year following Employee's death if Employee dies during Sale, then Grantee shall immediately remit to Issuer the Option Share Profit realized in such three-month periodSale, but in each case only as to the number of shares Employee was entitled extent that such Option Share Profit, in the aggregate with any other Option Share Profit realized in a Sale subsequent to purchase hereunder upon exercise of this Option as payment of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option Termination Fee, is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft less than or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment amount of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionTermination Fee.

Exercise of Option. Subject (a) Grantee may exercise the Option, with respect to any or all of the Option Shares at any one time, subject to the earlier expiration provisions of Section 2(c), upon the occurrence of a Purchase Event (as defined in Section 7(c)), except that (i) subject to the last sentence of this Section 2(a), the Option as herein providedwill terminate and be of no further force and effect upon the earliest to occur of (A) the Effective Time, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time (B) six months after the date of grant hereofon which a Purchase Event (as defined herein) occurs, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage and (C) termination of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof Merger Agreement in accordance with its terms prior to the date occurrence of a Purchase Event, unless, in the case of clause (C), the Grantee has the right to receive a Termination Fee following such exercisetermination upon the occurrence of certain events, in which case the Option will not terminate until the later of (x) six months following the time such Termination Fee becomes payable and (y) the expiration of the period in which the Grantee has such right to receive a Termination Fee, and (ii) any purchase of Option Shares upon exercise of the Option will be subject to compliance with the HSR Act and the obtaining or making of any consents, approvals, orders, notifications or authorizations, the failure of which to have obtained or made would have the effect of making the issuance of Option Shares illegal (the "Regulatory Approvals") and no preliminary or permanent injunction or other order by any court of competent jurisdiction prohibiting or otherwise restraining such issuance shall be in effect. Notwithstanding the termination of the Option, Grantee will be entitled to purchase the Option Shares if it has exercised the Option in accordance with the following schedule: Percentage terms hereof prior to the termination of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distributionOption, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee the termination of the Company and Option will not affect any rights hereunder which by their terms do not terminate and cease or expire prior to be exercisable upon Employee's termination or as of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while in In the employ of event that Grantee wishes to exercise the CompanyOption, Employee's estate, or the person who acquires this Option by it will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following send to Issuer a written notice (an "Exercise Notice"; the date of Employee's deathwhich being herein referred to as the "Notice Date") to that effect which Exercise Notice also specifies the number of Option Shares, if any, Grantee wishes to purchase pursuant to this Section 2(b), the number of Option Shares, if any, with respect to which Grantee wishes to exercise its Cash-Out Right (as defined herein) pursuant to Section 7(c), the denominations of the certificate or certificates evidencing the Option Shares which Grantee wishes to purchase pursuant to this Section 2(b) and a date not earlier than 20 business days nor later than 30 business days from the Notice Date for the closing of such purchase (an "Option Closing Date"). Any Option Closing will be at an agreed location and time in New York, New York on the applicable Option Closing Date or at such later date as may be necessary so as to comply with clause (ii) of Section 2(a). (c) If Employee's employment Notwithstanding anything to the contrary contained herein, any exercise of the Option and purchase of Option Shares shall be subject to compliance with applicable laws and regulations, which may prohibit the Company terminates for any reason other than as described purchase of all the Option Shares specified in (a) the Exercise Notice without first obtaining or (b) abovemaking certain Regulatory Approvals. In such event, this if the Option is otherwise exercisable and Grantee wishes to exercise the Option, the Option may be exercised by Employee at any time during in accordance with Section 2(b) and Grantee shall acquire the period maximum number of three months following such terminationOption Shares specified in the Exercise Notice that Grantee is then permitted to acquire under the applicable laws and regulations, or by Employee's estate (or and if Grantee thereafter obtains the person who acquires this Option by will or Regulatory Approvals to acquire the laws of descent and distribution or otherwise by reason remaining balance of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month periodOption Shares specified in the Exercise Notice, but in each case only as to the number of shares Employee was then Grantee shall be entitled to acquire such remaining balance. Issuer agrees to use its reasonable best efforts to assist Grantee in seeking the Regulatory Approvals. In the event (i) Grantee receives official notice that a Regulatory Approval required for the purchase hereunder upon exercise of this any Option as Shares will not be issued or granted or (ii) such Regulatory Approval has not been issued or granted within six months of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company)Exercise Notice, (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares Grantee shall have been issued by the Company to Employee, Employee (or the person permitted right to exercise this Option in the event of Employee's deathits Cash-Out Right pursuant to Section 7(c) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Optionthe Option Shares for which such Regulatory Approval will not be issued or granted or has not been issued or granted.

Exercise of Option. Subject to (a) The Option shall vest in equal [annual/semi-annual] increments over a __-year period with the earlier expiration of this Option first vesting date being ________, 20__, provided that Optionee remains continuously engaged as herein provideda director, this Option may be exercisedofficer or employee of, by written notice to or consultant or advisor to, the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than or a percentage of the aggregate number of shares offered by this Option determined by the number of full years Related Corporation from the date of grant hereof to through the applicable vesting date: The Committee may accelerate any vesting date of such exercisethe Option, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distributionits discretion, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease if it deems such acceleration to be desirable. Once the Option becomes exercisable, it will remain exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be until it is exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such terminationuntil it terminates. (b) If Employee dies while Notwithstanding any other provision of this Option Agreement, at the discretion of the Board or the Committee (as defined in the employ Plan), the Option, whether vested or unvested, shall be immediately forfeited in the event any of the following events occur: [Employee Clawbacks] (1) The Optionee is dismissed as an employee based upon fraud, theft, or dishonesty, which is reflected in a written or electronic notice given to the employee; (2) The Optionee purchases or sells securities of the Company in violation of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option ’s xxxxxxx xxxxxxx guidelines then in full at any time during the period of one year following the date of Employee's death.effect; (c3) If Employee's employment The Optionee breaches any duty of confidentiality including that required by the Company’s xxxxxxx xxxxxxx guidelines then in effect; (4) The Optionee competes with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death termination of employment by soliciting customers located within or otherwise where the Company is doing business within any state, or where the Company expects to do business within three months following termination and, in this later event, the Optionee has actual knowledge of such plans; (5) The Optionee recruits Company personnel for another entity or business within 24 months following termination of employment; (6) The Optionee is unavailable for consultation after termination of the Optionee if Employee dies during such three-month periodavailability is a condition of any agreement between the Company and the Optionee; (7) The Optionee fails to assign any invention, but in each case only as technology or related intellectual property rights to the number Company if such assignment is a condition of shares Employee was entitled to purchase hereunder upon exercise of this Option as of any agreement between the date Employee's employment so terminates. This Option shall not be exercisable Company and the Optionee; (8) The Optionee acts in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable a disloyal manner to the order Company; or (9) A finding by the Board that the Optionee has acted against the interests of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject (a) Grantee may exercise the Option, with respect to any or all of the Option Shares at any one time, subject to the earlier provisions of Section 2(c), after an FDC Takeover Proposal shall have been made known to FDC or any of its subsidiaries or has been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make an FDC Takeover Proposal; provided, however, that (i) except as provided in the last sentence of this Section 2(a), the Option will terminate and be of no further force and effect upon the earliest to occur of (A) the Effective Time, (B) six months after the first occurrence of a Purchase Event (as defined herein) occurs, and (C) termination of the Merger Agreement in accordance with its terms prior to the occurrence of a Purchase Event, unless, in the case of clause (C), the Grantee has the right to receive a Termination Fee following such termination upon the occurrence of certain events, in which case the Option will not terminate until the later of (x) six months following the time such Termination Fee becomes payable and (y) the expiration of this the period in which the Grantee has such right to receive a Termination Fee, and (ii) any purchase of Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage Shares upon exercise of the aggregate number Option will be subject to compliance with HSR and the obtaining or making of shares offered by this any consents, approvals, orders, notifications or authorizations, the failure of which to have obtained or made would have the effect of making the issuance of Option determined by Shares illegal (the number "Regulatory Approvals"). Notwithstanding the termination of full years from the date of grant hereof Option, Grantee will be entitled to purchase the date of such exercise, Option Shares if it has exercised the Option in accordance with the following schedule: Percentage terms hereof prior to the termination of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distributionOption, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee the termination of the Company and Option will not affect any rights hereunder which by their terms do not terminate and cease or expire prior to be exercisable upon Employee's termination or as of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while in In the employ of event that Grantee wishes to exercise the CompanyOption, Employee's estate, or the person who acquires this Option by it will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following send to Issuer a written notice (an "Exercise Notice"; the date of Employee's deathwhich being herein referred to as the "Notice Date") to that effect which Exercise Notice also specifies the number of Option Shares, if any, Grantee wishes to purchase pursuant to this Section 2(b), the number of Option Shares, if any, with respect to which Grantee wishes to exercise its Cash-Out Right (as defined herein) pursuant to Section 6(c), the denominations of the certificate or certificates evidencing the Option Shares which Grantee wishes to purchase pursuant to this Section 2(b) and a date not earlier than three business days nor later than 20 business days from the Notice Date for the closing of such purchase (an "Option Closing Date"). Any Option Closing will be at an agreed location and time in New York, New York on the applicable Option Closing Date or at such later date as may be necessary so as to comply with clause (ii) of Section 2(a). (c) If Employee's employment Notwithstanding anything to the contrary contained herein, any exercise of the Option and purchase of Option Shares shall be subject to compliance with applicable laws and regulations, which may prohibit the Company terminates for any reason other than as described purchase of all the Option Shares specified in (a) the Exercise Notice without first obtaining or (b) abovemaking certain Regulatory Approvals. In such event, this if the Option is otherwise exercisable and Grantee wishes to exercise the Option, the Option may be exercised by Employee at any time during in accordance with Section 2(b) and Grantee shall acquire the period maximum number of three months following such terminationOption Shares specified in the Exercise Notice that Grantee is then permitted to acquire under the applicable laws and regulations, or by Employee's estate (or and if Grantee thereafter obtains the person who acquires this Option by will or Regulatory Approvals to acquire the laws of descent and distribution or otherwise by reason remaining balance of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month periodOption Shares specified in the Exercise Notice, but in each case only as to the number of shares Employee was then Grantee shall be entitled to acquire such remaining balance. Issuer agrees to use its best efforts to assist Grantee in seeking the Regulatory Approvals. In the event (i) Grantee receives official notice that a Regulatory Approval required for the purchase hereunder upon exercise of this any Option as Shares will not be issued or granted or (ii) such Regulatory Approval has not been issued or granted within six months of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company)Exercise Notice, (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares Grantee shall have been issued by the Company to Employee, Employee (or the person permitted right to exercise this Option in the event of Employee's deathits Cash-Out Right pursuant to Section 6(c) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Optionthe Option Shares for which such Regulatory Approval will not be issued or granted or has not been issued or granted.

Exercise of Option. Subject (a) Grantee may exercise the Option, with respect to any or all of the Option Shares at any one time, subject to the earlier expiration provisions of Section 2(c), upon the occurrence of a Purchase Event (as defined in Section 7(c)), except that (i) subject to the last sentence of this Section 2(a), the Option as herein providedwill terminate and be of no further force and effect upon the earliest to occur of (A) the Effective Time, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time (B) six months after the date of grant hereofon which a Purchase Event (as defined herein) occurs, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage and (C) termination of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof Merger Agreement in accordance with its terms prior to the date occurrence of a Purchase Event, unless, in the case of clause (C), the Grantee has the right to receive the Parent Termination Fee following such exercisetermination upon the occurrence of certain events, in which case the Option will not terminate until the later of (x) six months following the time such Parent Termination Fee becomes payable and (y) the expiration of the period in which the Grantee has such right to receive a Parent Termination Fee, and (ii) any purchase of Option Shares upon exercise of the Option will be subject to compliance with the HSR Act and the obtaining or making of any consents, approvals, orders, notifications or authorizations, the failure of which to have obtained or made would have the effect of making the issuance of Option Shares illegal (the "Regulatory Approvals") and no preliminary or permanent injunction or other order by any court of competent jurisdiction prohibiting or otherwise restraining such issuance shall be in effect. Notwithstanding the termination of the Option, Grantee will be entitled to purchase the Option Shares if it has exercised the Option in accordance with the following schedule: Percentage terms hereof prior to the termination of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distributionOption, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee the termination of the Company and Option will not affect any rights hereunder which by their terms do not terminate and cease or expire prior to be exercisable upon Employee's termination or as of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while in In the employ of event that Grantee wishes to exercise the CompanyOption, Employee's estate, or the person who acquires this Option by it will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following send to Issuer a written notice (an "Exercise Notice"; the date of Employee's deathwhich being herein referred to as the "Notice Date") to that effect which Exercise Notice also specifies the number of Option Shares, if any, Grantee wishes to purchase pursuant to this Section 2(b), the number of Option Shares, if any, with respect to which Grantee wishes to exercise its Cash- Out Right (as defined herein) pursuant to Section 7(c), the denominations of the certificate or certificates evidencing the Option Shares which Grantee wishes to purchase pursuant to this Section 2(b) and a date not earlier than 20 business days nor later than 30 business days from the Notice Date for the closing (an "Option Closing") of such purchase (an "Option Closing Date"). Any Option Closing will be at an agreed location and time in New York, New York on the applicable Option Closing Date or at such later date as may be necessary so as to comply with clause (ii) of Section 2(a). (c) If Employee's employment Notwithstanding anything to the contrary contained herein, any exercise of the Option and purchase of Option Shares shall be subject to compliance with applicable laws and regulations, which may prohibit the Company terminates for any reason other than as described purchase of all the Option Shares specified in (a) the Exercise Notice without first obtaining or (b) abovemaking certain Regulatory Approvals. In such event, this if the Option is otherwise exercisable and Grantee wishes to exercise the Option, the Option may be exercised by Employee at any time during in accordance with Section 2(b) and Grantee shall acquire the period maximum number of three months following such terminationOption Shares specified in the Exercise Notice that Grantee is then permitted to acquire under the applicable laws and regulations, or by Employee's estate (or and if Grantee thereafter obtains the person who acquires this Option by will or Regulatory Approvals to acquire the laws of descent and distribution or otherwise by reason remaining balance of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month periodOption Shares specified in the Exercise Notice, but in each case only as to the number of shares Employee was then Grantee shall be entitled to acquire such remaining balance. Issuer agrees to use its reasonable best efforts to assist Grantee in seeking the Regulatory Approvals. In the event (i) Grantee receives official notice that a Regulatory Approval required for the purchase hereunder upon exercise of this any Option as Shares will not be issued or granted or (ii) such Regulatory Approval has not been issued or granted within six months of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company)Exercise Notice, (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares Grantee shall have been issued by the Company to Employee, Employee (or the person permitted right to exercise this Option in the event of Employee's deathits Cash-Out Right (as defined herein) shall not be or have any of the rights or privileges of a shareholder of the Company pursuant to Section 7(c) with respect to shares acquirable upon an exercise of this Optionthe Option Shares for which such Regulatory Approval will not be issued or granted or has not been issued or granted. 3.

Exercise of Option. Subject (a) Grantee may exercise the Option, with respect to any or all of the Option Shares at any one time, subject to the earlier expiration provisions of Section 2(c), after an R&B Takeover Proposal shall have been made known to R&B or any of its subsidiaries or has been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make an R&B Takeover Proposal; provided, however, that (i) except as provided in the last sentence of this Section 2(a), the Option as herein providedwill terminate and be of no further force and effect upon the earliest to occur of (A) the Effective Time, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time (B) six months after the date of grant hereofon which the Purchase Event (as defined herein) occurs, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage and (C) termination of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof Merger Agreement in accordance with its terms prior to the date occurrence of a Purchase Event, unless, in the case of clause (C), the Grantee has the right to receive a Termination Fee following such exercisetermination upon the occurrence of certain events, in which case the Option will not terminate until the later of (x) six months following the time such Termination Fee becomes payable and (y) the expiration of the period in which the Grantee has such right to receive a Termination Fee, and (ii) any purchase of Option Shares upon exercise of the Option will be subject to compliance with HSR and the obtaining or making of any consents, approvals, orders, notifications or authorizations, the failure of which to have obtained or made would have the effect of making the issuance of Option Shares illegal (the "Regulatory Approvals"). Notwithstanding the termination of the Option, Grantee will be entitled to purchase the Option Shares if it has exercised the Option in accordance with the following schedule: Percentage terms hereof prior to the termination of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distributionOption, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee the termination of the Company and Option will not affect any rights hereunder which by their terms do not terminate and cease or expire prior to be exercisable upon Employee's termination or as of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while in In the employ of event that Grantee wishes to exercise the CompanyOption, Employee's estate, or the person who acquires this Option by it will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following send to Issuer a written notice (an "Exercise Notice"; the date of Employee's deathwhich being herein referred to as the "Notice Date") to that effect which Exercise Notice also specifies the number of Option Shares, if any, Grantee wishes to purchase pursuant to this Section 2(b), the number of Option Shares, if any, with respect to which Grantee wishes to exercise its Cash-Out Right (as defined herein) pursuant to Section 6(c), the denominations of the certificate or certificates evidencing the Option Shares which Grantee wishes to purchase pursuant to this Section 2(b) and a date not earlier than three business days nor later than 20 business days from the Notice Date for the closing of such purchase (an "Option Closing Date"). Any Option Closing will be at an agreed location and time in New York, New York on the applicable Option Closing Date or at such later date as may be necessary so as to comply with clause (ii) of Section 2(a). (c) If Employee's employment Notwithstanding anything to the contrary contained herein, any exercise of the Option and purchase of Option Shares shall be subject to compliance with applicable laws and regulations, which may prohibit the Company terminates for any reason other than as described purchase of all the Option Shares specified in (a) the Exercise Notice without first obtaining or (b) abovemaking certain Regulatory Approvals. In such event, this if the Option is otherwise exercisable and Grantee wishes to exercise the Option, the Option may be exercised by Employee at any time during in accordance with Section 2(b) and Grantee shall acquire the period maximum number of three months following such terminationOption Shares specified in the Exercise Notice that Grantee is then permitted to acquire under the applicable laws and regulations, or by Employee's estate (or and if Grantee thereafter obtains the person who acquires this Option by will or Regulatory Approvals to acquire the laws of descent and distribution or otherwise by reason remaining balance of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month periodOption Shares specified in the Exercise Notice, but in each case only as to the number of shares Employee was then Grantee shall be entitled to acquire such remaining balance. Issuer agrees to use its best efforts to assist Grantee in seeking the Regulatory Approvals. In the event (i) Grantee receives official notice that a Regulatory Approval required for the purchase hereunder upon exercise of this any Option as Shares will not be issued or granted or (ii) such Regulatory Approval has not been issued or granted within six months of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company)Exercise Notice, (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares Grantee shall have been issued by the Company to Employee, Employee (or the person permitted right to exercise this Option in the event of Employee's deathits Cash-Out Right pursuant to Section 6(c) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Optionthe Option Shares for which such Regulatory Approval will not be issued or granted or has not been issued or granted.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at (a) At any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage approval of the aggregate number Charter Amendment and the effective filing thereof with the Florida Department of shares offered by this State, and prior to the termination of the Option determined by pursuant to Section 4 above, the number Optionee shall have the right to exercise the Option for all or a portion of full years from the Optioned Shares which have become “Vested Optioned Shares” as of the date of grant hereof to the date of such exercise, exercise determined in accordance with this paragraph (a): (i) Initially, 777,117,397 of the Tenured Optioned Shares shall be considered Vested Optioned Shares. One twelfth (1/12th) of the remaining 1,165,676,096 Tenured Optioned Shares shall become “Vested Optioned Shares” upon the expiration of each three (3) month period after the Grant Date, such that all of the Tenured Optioned Shares shall be Vested Optioned Shares as of and after the third anniversary of the Grant Date, if the Option has not terminated prior to such date. (ii) Initially, none of the Performance Optioned Shares shall be considered Vested Optioned Shares. In the event that a Base EBITDA Target is met or exceeded for a given fiscal year, one third (1/3rd) of the original number of Performance Optioned Shares shall become “Vested Optioned Shares” upon the completion of the Company’s audited financial statements for such year demonstrating that such Base EBITDA Target has been met or exceeded for such year. In the event that a Base EBITDA Target is not met for either the 2008 or the 2009 fiscal year, such one third (1/3rd) of the original number of Performance Optioned Shares shall not become Vested Optioned Shares unless and until the Company meets the Base EBITDA Target for the following schedule: Percentage fiscal year. (iii) Upon the occurrence of Shares Number any Change of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years Control (as defined in the Plan) or more 100% This Option is not transferable any termination by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee Company of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's Optionee’s employment with the Company terminates without Cause (as defined in the Plan) or by reason of disability (within the meaning of section 22(e)(3) Executive for Good Reason, all of the Code)Tenured Optioned Shares that are not then vested shall become Vested Optioned Shares. (iv) Notwithstanding the foregoing, this Option may be exercised in full by Employee (or Employee's estate or no event shall any Optioned Shares which have not already become Vested Optioned Shares become Vested Optioned Shares after the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason termination of the death of Employee) at Optionee’s employment with the Company for any time during the period of one year following such terminationreason. (b) If Employee dies while in the employ Subject to Section 4 hereof, exercise of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during effected in the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason manner specified in Section 6 of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionPlan.

Exercise of Option. Subject (a) Grantee may exercise the Option, with respect to any or all of the Option Shares at any one time, subject to the earlier expiration provisions of Section 2(c), upon the occurrence of a Purchase Event (as defined in Section 7(c)), except that (i) subject to the last sentence of this Section 2(a), the Option as herein providedwill terminate and be of no further force and effect upon the earliest to occur of (A) the Effective Time, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time (B) six months after the date of grant hereofon which a Purchase Event (as defined herein) occurs, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage and (C) termination of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof Merger Agreement in accordance with its terms prior to the date occurrence of a Purchase Event, unless, in the case of clause (C), the Grantee has the right to receive the Company Termination Fee following such exercisetermination upon the occurrence of certain events, in which case the Option will not terminate until the later of (x) six months following the time such Company Termination Fee becomes payable and (y) the expiration of the period in which the Grantee has such right to receive the Company Termination Fee, and (ii) any purchase of Option Shares upon exercise of the Option will be subject to compliance with the HSR Act and the obtaining or making of any consents, approvals, orders, notifications or authorizations, the failure of which to have obtained or made would have the effect of making the issuance of Option Shares illegal (the "Regulatory Approvals") and no preliminary or permanent injunction or other order by any court of competent jurisdiction prohibiting or otherwise restraining such issuance shall be in effect. Notwithstanding the termination of the Option, Grantee will be entitled to purchase the Option Shares if it has exercised the Option in accordance with the following schedule: Percentage terms hereof prior to the termination of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distributionOption, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee the termination of the Company and Option will not affect any rights hereunder which by their terms do not terminate and cease or expire prior to be exercisable upon Employee's termination or as of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while in In the employ of event that Grantee wishes to exercise the CompanyOption, Employee's estate, or the person who acquires this Option by it will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following send to Issuer a written notice (an "Exercise Notice"; the date of Employee's deathwhich being herein referred to as the "Notice Date") to that effect which Exercise Notice also specifies the number of Option Shares, if any, Grantee wishes to purchase pursuant to this Section 2(b), the number of Option Shares, if any, with respect to which Grantee wishes to exercise its Cash-Out Right (as defined herein) pursuant to Section 7(c), the denominations of the certificate or certificates evidencing the Option Shares which Grantee wishes to purchase pursuant to this Section 2(b) and a date not earlier than 20 business days nor later than 30 business days from the Notice Date for the closing (an "Option Closing") of such purchase (an "Option Closing Date"). Any Option Closing will be at an agreed location and time in New York, New York on the applicable Option Closing Date or at such later date as may be necessary so as to comply with clause (ii) of Section 2(a). (c) If Employee's employment Notwithstanding anything to the contrary contained herein, any exercise of the Option and purchase of Option Shares shall be subject to compliance with applicable laws and regulations, which may prohibit the Company terminates for any reason other than as described purchase of all the Option Shares specified in (a) the Exercise Notice without first obtaining or (b) abovemaking certain Regulatory Approvals. In such event, this if the Option is otherwise exercisable and Grantee wishes to exercise the Option, the Option may be exercised by Employee at any time during in accordance with Section 2(b) and Grantee shall acquire the period maximum number of three months following such terminationOption Shares specified in the Exercise Notice that Grantee is then permitted to acquire under the applicable laws and regulations, or by Employee's estate (or and if Grantee thereafter obtains the person who acquires this Option by will or Regulatory Approvals to acquire the laws of descent and distribution or otherwise by reason remaining balance of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month periodOption Shares specified in the Exercise Notice, but in each case only as to the number of shares Employee was then Grantee shall be entitled to acquire such remaining balance. Issuer agrees to use its reasonable best efforts to assist Grantee in seeking the Regulatory Approvals. In the event (i) Grantee receives official notice that a Regulatory Approval required for the purchase hereunder upon exercise of this any Option as Shares will not be issued or granted or (ii) such Regulatory Approval has not been issued or granted within six months of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company)Exercise Notice, (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares Grantee shall have been issued by the Company to Employee, Employee (or the person permitted right to exercise this Option in the event of Employee's deathits Cash-Out Right (as defined herein) shall not be or have any of the rights or privileges of a shareholder of the Company pursuant to Section 7(c) with respect to shares acquirable upon an exercise of this Optionthe Option Shares for which such Regulatory Approval will not be issued or granted or has not been issued or granted.

Exercise of Option. Subject (a) At least six (6) months but no more than twelve (12) months prior to the earlier expiration of this the Option as herein providedTerm, this Option may be exercised, by the Issuer shall give written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee pending expiration of the Option (the “Issuer’s Notice”). The Company and will terminate and cease to be exercisable upon Employee's termination of employment with may exercise the CompanyOption, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period Option Term, by giving written notice thereof to the Issuer. If the Bond has not theretofore been fully paid and if the Company is not then also the Bondholder, a copy of one year such notice shall also be given by the Company to the Bondholder at the address of the Bondholder as reflected on the Bond Register. Such notice shall specify a date and time of the Closing (the “Closing Date”), which shall be no earlier than thirty (30) days and no more than sixty (60) days following the date such notice is sent to the Issuer. The time, date and place of the Closing shall be 10:00 a.m. Georgia time on the Closing Date at the principal meeting place of the Issuer in Xxxxxx County, Georgia, or such other time, date and place as the Company and the Issuer may agree. In the event the Company does not exercise the Option during the Option Term (after notice by the Issuer of such failure as hereinafter provided) or after exercise of the Option, fails to proceed with the Closing of the purchase of the Project pursuant to the terms and provisions as contained herein, the Issuer shall be entitled to retain (1) the Option Fee, and (2) except as provided below in connection with the deemed exercise of the Option, the Project, free and clear of this Agreement. In the event that the Company fails to exercise the Option under this Agreement during the Option Term, the Issuer promptly shall notify the Company of such failure and the Company shall be entitled to exercise the Option within thirty (30) days following such terminationnotice and the Option Term shall be deemed to have been extended through the date on which notice of such election is furnished to the Issuer. (b) If Employee dies while Any provision hereof to the contrary notwithstanding, if the Company gives notice that it elects not to exercise a renewal option under the Lease (a “non-renewal notice”), such non-renewal notice shall be deemed equivalent to, and shall have the same effect as, the Company’s election to exercise the Option under this Agreement, provided, that the Closing Date in such case shall be the employ last day of the CompanyLease Term within which the non-renewal notice was given. If such non-renewal notice is given, Employee's estateand if the Bond has not theretofore been fully paid, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with if the Company terminates for any reason other than as described in (a) or (b) aboveis not then also the Bondholder, this Option may a copy of such non-renewal notice shall also be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued given by the Company to Employee, Employee (or the person permitted to exercise this Option in Bondholder at the event of Employee's death) shall not be or have any address of the rights or privileges of a shareholder of Bondholder as reflected on the Company with respect to shares acquirable upon an exercise of this OptionBond Register.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, Corporate Secretary at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 2025% 2 years 4050% 3 years 6075% 4 years 80% 5 years or more 100% This Notwithstanding the foregoing, in the event of a Change of Control of the Company, so long as Employee continues to be employed by the Company through the date of such occurrence, this Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may shall be exercised only by Employee during Employee's lifetimeexercisable in full. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's ’s termination of employment with the Company, except that: (a) If Employee's ’s employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code)) or retirement, this Option may be exercised in full by Employee at any time during the period of one year following such termination, or by Employee’s estate (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during a one year period following Employee’s death if Employee dies during the period of one year period following such termination. As used in this paragraph, “retirement” shall mean the termination of Employee’s employment with the Company for reasons other than cause (as defined in (c) below) on or after attainment of age 65 or, with the express written consent of the Committee, on or after the age of 55. (b) If Employee dies while in the employ of the Company, Employee's ’s estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's ’s death. (c) If Employee's ’s employment with the Company terminates for any reason other than as described in (a) or (b) above, unless such employment is terminated for cause, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's ’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's ’s death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's ’s employment so terminates. As used in this paragraph, the term “cause” shall mean Employee (i) has been convicted of a misdemeanor involving moral turpitude or of a felony, (ii) has engaged in gross negligence or willful misconduct in the performance of the duties of Employee's employment, (iii) has willfully disregarded any written corporate policies established by the Company, or (iv) has materially breached any material provision of any written agreement between Employee and the Company or any of its Affiliates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering constructively tendering to the Company shares of Stock having a fair market value equal to the purchase priceprice and which shares, if acquired pursuant to a Company granted option, have been held by Employee for more than six months, (c) if the Stock is readily tradeable on a national securities market, through a “cashless-broker” exercise in accordance with a Company-established policy or program for the same, or (cd) any combination of cash or Stockthe foregoing. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase exercise price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect affect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's ’s death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive OfficerSecretary, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 2033 1/3% 2 years 4066 2/3% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws The termination of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of Optionee’s director relationship with the Company and will a Change of Control (as such term is defined below) shall affect Optionee’s rights under this Option as follows: (a) This Option shall terminate and cease to be exercisable upon Employee's the termination of employment Optionee’s director relationship with the CompanyCompany for cause. For purposes of this Paragraph 2, except that:the term “cause” shall mean (i) Optionee has engaged in gross negligence or willful misconduct in the performance of Optionee’s duties with respect to the Company or (ii) Optionee’s final conviction of a felony or of a misdemeanor involving moral turpitude. (ab) If Employee's employment Optionee’s director relationship with the Company terminates by for any reason of disability (within the meaning of section 22(e)(3) of the Code)other than for cause, this Option may be exercised in full by Employee Optionee (or Employee's Optionee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of EmployeeOptionee) at any time during prior to the period expiration of one year following such terminationten years from the date of grant hereof, but, except as provided in (c) below, only as to the number of shares Optionee was entitled to purchase hereunder as of the date Optionee’s director relationship with the Company so terminates. (bc) If Employee dies while Notwithstanding the exercise schedule set forth above, if (i) a Change of Control shall occur prior to the date upon which this Option is exercisable in full as provided in such schedule, (ii) Optionee’s director relationship with the employ Company is terminated at any time on or after such Change of Control for any reason other than for cause, and (iii) Optionee has served as a director of the CompanyCompany continuously from the date of grant of this Option to the date Optionee’s director relationship with the Company so terminates, Employee's estate, then this Option may be exercised in full by Optionee (or Optionee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full Optionee) at any time during prior to the period expiration of one year following ten years from the date of Employee's death. grant hereof. For purposes of this Paragraph 2, the term “Change of Control” shall mean: (cy) If Employee's employment with the Company terminates for any reason other than completes the sale of assets having a gross sales price which exceeds 50% of the consolidated total capitalization of the Company (consolidated total stockholders’ equity plus consolidated total long-term debt as described determined in (aaccordance with generally accepted accounting principles) as at the end of the last full fiscal quarter prior to the date such determination is made; or (bz) aboveany corporation, this Option may person or group within the meaning of Section 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Act”), becomes the beneficial owner (within the meaning of Rule 13d-3 under the Act) of voting securities of the Company representing more than 30% of the total votes eligible to be exercised by Employee cast at any time during the period election of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason directors of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminatesCompany. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase priceprice (provided such shares have been owned by Optionee for more than six months, unless this requirement is waived by the Committee), (c) through a “cashless-broker” exercise (through procedures approved by the Committee), (d) by authorizing the Company to withhold shares of Stock issuable upon exercise of this Option having a fair market value equal to the purchase price (through procedures approved by the Committee) or (ce) any combination of cash or Stockthe foregoing. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee Optionee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to EmployeeOptionee, Employee Optionee (or the person permitted to exercise this Option in the event of Employee's Optionee’s death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive OfficerCorporate Secretary (or such other officer or employee of the Company as the Company may designate from time to time), at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, but this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage Date of Shares Number Option Issuance 0 % Thirtieth (30th) Month Following Date of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0Issuance of Option 70 % 1 year 20Third (3rd) Anniversary of Date of Option Issuance 80 % 2 years 40Fourth (4th) Anniversary of Date of Option Issuance 100 % 3 years 60Date of Option Issuance 20 % 4 years 80First (1st) Anniversary of Date of Option Issuance 40 % 5 years Second (2nd) Anniversary of Date of Option Issuance 60 % Third (3rd) Anniversary of Date of Option Issuance 80 % Fourth (4th) Anniversary of Date of Option Issuance 100 % provided, however, that if during Employee’s employment with the Company a Change of Control or more 100% This a Liquidation Event occurs (as such terms are defined in the Stockholders’ Agreement (as defined below), this Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetimein full subject to the other provisions herein. This Subject to the last paragraph of Section 6, this Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's ’s termination of employment with the Company, except that: (a) If the Company causes Employee's ’s employment with the Company terminates to terminate by reason of Employee’s disability (within the meaning of section Section 22(e)(3) of the Code), this Option may be exercised in full by Employee at any time during the period of one hundred and eighty (180) days following such termination, or by Employee's ’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during such one hundred and eighty (180) day period if Employee dies during the one hundred and eighty (180) day period of one year following such termination. (b) If Employee dies while in the employ of the Company, Employee's ’s estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year hundred and eighty (180) days following the date of Employee's ’s death. (c) If Employee's ’s employment with the Company terminates for any reason other than as described a result of resignation by Employee or termination by the Company without Cause (as such term is defined in (a) or (b) abovethe Stockholders’ Agreement), then this Option may be exercised by Employee at any time during the period of three (3) months following such termination, or by Employee's ’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a such three (3) month period of one year following Employee's death if Employee dies during such three-three (3) month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's ’s employment so terminates. This Option shall not be exercisable in any event after the expiration of ten (10) years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable in a form acceptable to the order of the Company), (b) if the Stock is readily tradeable on a national securities market exchange, NASDAQ or a comparable quotation system, through a “cashless-broker” exercise in accordance with a policy or program, if any, that has been approved by delivering to the Company shares of Stock having a fair market value equal to the purchase priceCompany, or (c) any combination of cash or Stockthe foregoing. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase exercise price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's ’s death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 2033-1/3% 2 years 4066-2/3% 3 years 60% 4 years 80% 5 years or more 100% Notwithstanding the foregoing, if (i) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly-owned subsidiary of the Company), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity (other than a wholly-owned subsidiary of the Company), (iii) the Company is to be dissolved and liquidated, (iv) any person or entity, including a "group" as contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Company's voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Board of Directors of the Company (each such event is referred to herein as a "Corporate Change"), then effective as of the earlier of (1) the date of approval by the stockholders of the Company of such merger, consolidation, reorganization, sale, lease or exchange of assets or dissolution or such election of directors or (2) the date of such Corporate Change, this Option shall be exercisable in full. This Option is not transferable by Employee Director otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee Director during EmployeeDirector's lifetime. This Option may be exercised only while Employee Director remains an employee a member of the Board of Directors of the Company (the "Board") and will terminate and cease to be exercisable upon EmployeeDirector's termination of employment with membership on the CompanyBoard, except that: (a) If EmployeeDirector's employment with membership on the Company Board terminates by reason of disability (within the meaning of section 22(e)(3) of the Code)disability, this Option may be exercised in full by Employee Director (or EmployeeDirector's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of EmployeeDirector) at any time during the period of one year following such termination. (b) If Employee Director dies while in the employ a member of the CompanyBoard, EmployeeDirector's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of EmployeeDirector, may exercise this Option in full at any time during the period of one year following the date of EmployeeDirector's death. (c) If EmployeeDirector's employment with membership on the Company Board terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee Director at any time during the period of three months one year following such termination, or by EmployeeDirector's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of EmployeeDirector) during a period of one year following EmployeeDirector's death if Employee Director dies during such threeinitial one-month year period, but in each case only as to the number of shares Employee Director was entitled to purchase hereunder upon exercise of this Option as of the date EmployeeDirector's employment membership on the Board so terminates. This Option shall not be exercisable in any event after the expiration of ten five years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee Director shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to EmployeeDirector, Employee Director (or the person permitted to exercise this Option in the event of EmployeeDirector's death) shall not be or have any of the rights or privileges of a shareholder stockholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject The exercise of the Option is subject to the earlier expiration following terms and conditions: (a) During the lifetime of this Optionee, the Option as herein provided, this Option may shall be exercised, exercisable only by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Optionee. The Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years assignable or more 100% This Option is not transferable by Employee otherwise Optionee, other than by will or the laws of descent and distribution, and . The Option may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee the Optionee (or by the Optionee’s appropriate legal representatives or guardian in the event of the Company Optionee’s death or if the Optionee becomes Disabled, as defined in the Employment Agreement), in whole or in part from time to time as provided in paragraph 3(b) below, during the period commencing on the date set forth in paragraph 3(b) below and will terminate and cease to be exercisable upon Employee's ending on the earlier of (i) the Expiration Date or (ii) the expiration of the applicable period following the date of the Optionee’s termination of employment with the Company, except that: (a) If Employee's employment with as provided in paragraph 5 below. In no event, however, may the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or to any extent after the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such terminationExpiration Date. (b) If Employee dies while The Option shall become exercisable in accordance with the schedule set forth below. Once the Option has become exercisable, the Optionee may exercise it to the extent set forth in the employ of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full schedule at any time during thereafter, subject to the period provisions of one year this Agreement and the Employment Agreement. On or after each of the following dates Shares as to which the date of Employee's death.Option is vested Each subsequent monthly anniversary for months (c) If Employee's In the event the Optionee’s employment with is terminated (i) without Cause (as defined in the Employment Agreement), (ii) by the Optionee for Good Reason (as defined in the Employment Agreement), or (iii) as a result of the Company terminates for any reason other than giving notice to Employee of Company’s desire to terminate the Employment Agreement (pursuant to Section of the Employment Agreement), then provided that Optionee has executed, delivered and not rescinded a written release as described in Section of the Employment Agreement, the Option shall become fully exercisable on the Separation Date (as defined in the Employment Agreement). (d) Upon the occurrence of a Change in Control, the Option shall become fully exercisable on the date the Change of Control is completed. In addition, upon a Change in Control, the Committee may, in its sole discretion, provide that upon the consummation of such Change in Control, the Option shall be cancelled (after its full acceleration) in exchange for a cash payment equal to the difference between (a) or the per share amount paid to holders of the Common Stock in such transaction and (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionExercise Price.

Exercise of Option. (a) Subject to the earlier expiration conditions set forth ------------------ in Section 1.05 hereof, each of this the Xxxxxx Option as herein provided, this and the Fund Option may be exercisedexercised by Buyer, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officerin whole only and together only, at any time and from time prior to time the later to occur of (i) the tenth business day after the termination of the Merger Agreement as a result of one of the Trigger Events (as defined in the Merger Agreement) described in Section 8.03(a)(i), (ii), (iv), or (v) of the Merger Agreement and (ii) the third business day following the date on which all waiting periods under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of grant hereof1976, butas amended, except as otherwise provided below, this and the rules and regulations promulgated thereunder (the "HSR Act") applicable to the exercise of the Xxxxxx Option or the Fund Option shall have expired or have been earlier terminated (the later to occur of such dates being the "Expiration Date"). In the event Buyer wishes to exercise the Options, Buyer shall send a written notice (the "Exercise Notice") to the respective grantor of such option specifying the place within the city of Chicago, Illinois, the date (not be exercisable for less than three (3) or more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years ten (10) business days from the date of grant hereof to the Exercise Notice), and the time for the closing of such purchase. The closing of a purchase of shares of Company Common Stock which are the subject of the Options (the "Closing") shall take place at the place and on the date and time designated by Buyer in the Exercise Notice; provided, that if, at the date of such exercise-------- the Closing herein provided for, the conditions set forth in accordance with Section 1.05 hereof shall not have been satisfied (or waived by the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Codeaffected Principal Stockholder), this Option Buyer may be exercised in full by Employee postpone the Closing until a date within five (or Employee's estate or 5) business days after such conditions are satisfied (but not beyond the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such terminationExpiration Date). (b) If Employee dies while in Buyer shall not be under any obligation to deliver any Exercise Notice and may allow the employ Options to expire without purchasing any shares of Company Common Stock which are the subject thereof; provided, however, that once Buyer -------- ------- has delivered an Exercise Notice, subject to the terms and conditions of this Agreement, Buyer shall be bound, subject to satisfaction of the Companyconditions set forth in Section 1.06 hereof, Employee's estate, or to effect the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than purchase as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionExercise Notice.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at (a) At any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage approval of the aggregate number Charter Amendment and the effective filing thereof with the Florida Department of shares offered by this State, and prior to the termination of the Option determined by pursuant to Section 4 above, the number Optionee shall have the right to exercise the Option for all or a portion of full years from the Optioned Shares which have become “Vested Optioned Shares” as of the date of grant hereof to the date of such exercise, exercise determined in accordance with this paragraph (a): (i) Initially, 999,150,939 of the Tenured Optioned Shares shall be considered Vested Optioned Shares. One twelfth (1/12th) of the remaining 1,498,726,409 Tenured Optioned Shares shall become “Vested Optioned Shares” upon the expiration of each three (3) month period after the Grant Date, such that all of the Tenured Optioned Shares shall be Vested Optioned Shares as of and after the third anniversary of the Grant Date, if the Option has not terminated prior to such date. (ii) Initially, none of the Performance Optioned Shares shall be considered Vested Optioned Shares. In the event that a Base EBITDA Target is met or exceeded for a given fiscal year, one third (1/3rd) of the original number of Performance Optioned Shares shall become “Vested Optioned Shares” upon the completion of the Company’s audited financial statements for such year demonstrating that such Base EBITDA Target has been met or exceeded for such year. In the event that a Base EBITDA Target is not met for either the 2008 or the 2009 fiscal year, such one third (1/3rd) of the original number of Performance Optioned Shares shall not become Vested Optioned Shares unless and until the Company meets the Base EBITDA Target for the following schedule: Percentage fiscal year. (iii) Upon the occurrence of Shares Number any Change of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years Control (as defined in the Plan) or more 100% This Option is not transferable any termination by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee Company of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's Optionee’s employment with the Company terminates without Cause (as defined in the Plan) or by reason of disability (within the meaning of section 22(e)(3) Executive for Good Reason, all of the Code)Tenured Optioned Shares that are not then vested shall become Vested Optioned Shares. (iv) Notwithstanding the foregoing, this Option may be exercised in full by Employee (or Employee's estate or no event shall any Optioned Shares which have not already become Vested Optioned Shares become Vested Optioned Shares after the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason termination of the death of Employee) at Optionee’s employment with the Company for any time during the period of one year following such terminationreason. (b) If Employee dies while in the employ Subject to Section 4 hereof, exercise of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during effected in the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason manner specified in Section 6 of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionPlan.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this (a) The Option may be exercisedexercised by the Purchaser, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officerin whole but not in part, at any time and from time to time after the date hereof and prior to the Option Extension Deadline (as defined below), subject to extension as provided in this paragraph (a). No later than April 30, 1999, the Company shall provide the Purchaser with a certificate (the "Certificate") signed by its President certifying as to the Company's cumulative pre-tax losses ("Pre-Tax Losses") for the period from April 1, 1997 through March 31, 1999. In the event such Pre-Tax Losses are in excess of grant hereof$2,171,000, butthe Purchaser, except in its sole discretion, shall have 30 days following receipt of the Certificate (the end of such 30-day period being referred to herein as otherwise provided belowthe "Option Extension Deadline") to elect to extend the option exercise period for an additional six-month period. For purposes of the foregoing, this Option any amounts accrued by the Company for the payment of bonuses pursuant to Section 3 of the employment agreements of even date herewith between the Company and each of Xxxxxx Xxx Xxxxxxxx and Xxxxx X. Xxxxxxx, and any accrued interest on borrowings of the Company under that certain Loan and Security Agreement (the "Loan and Security Agreement") of even date herewith between the Purchaser and the Company, shall not be exercisable for more than a percentage included in any calculation of Pre-Tax Losses. In the event the Purchaser elects to extend the option exercise period it shall provide written notice to such effect to each of the aggregate number of shares offered by this Stockholders on or before the Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such terminationExtension Deadline. (b) If Employee dies while in In the employ of event the CompanyPurchaser wishes to exercise the Option for the Stockholder Shares, Employee's estatethe Purchaser shall send a written notice (the "Exercise Notice") to the Stockholders specifying the place, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following date (not more than 120 days from the date of Employee's deaththe Exercise Notice), and the time for the closing of such purchase. The closing of the purchase of Stockholder Shares pursuant to this Section 1.2(b) (the "Closing") shall occur at the place, on the date and at the time designated by the Purchaser in its Exercise Notice, provided that if, at the date of the Closing herein provided for, the conditions set forth in Sections 1.4 and 1.5 shall not have been satisfied (or waived), the Purchaser may postpone the Closing until a date within five business days after such conditions are satisfied. Any such postponement shall not relieve the Stockholders of any liability for failure to meet the conditions specified in Section 1.5 hereof. (c) If Employee's employment with The Purchaser shall not be under any obligation to deliver an Exercise Notice and may allow the Company terminates for Option to terminate without purchasing any reason other than Stockholder Shares hereunder; provided, however, that once the Purchaser has delivered to the Stockholders an Exercise Notice, subject to the terms and conditions of this Agreement and the satisfaction of the provisions of Section 1.5 hereof, the Purchaser shall be bound to effect the purchase as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionExercise Notice.

Exercise of Option. Subject to The Affected Member or the earlier expiration of this Option as herein provided, this Option may be exercised, by Affected Member’s legal representative shall give written notice to the Company at its principal executive office addressed to and the attention non-transferring Members immediately upon the occurrence of its Chief Executive Officer, at any time an Option Event and from time to time in no event more than ten (10) days after the date occurrence of grant hereofsuch Option Event or the appointment of a legal representative for such Affected Member, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage whichever occurs last. Upon receipt of written notice of the aggregate number occurrence of shares offered by this an Option determined by Event and for a period of thirty (30) days thereafter, the number Company shall have the first option to purchase all or any portion of full years from the date Units of grant hereof the Affected Member subject to the date of such exerciserepurchase pursuant to Section 9.1, provided that, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee event of the Company and will terminate and cease to be exercisable upon Employee's termination dissolution of employment with the Companymarriage of a Member, except that: (a) If Employee's employment with or on the Company terminates by reason occurrence of disability (an Option Event within the meaning of section 22(e)(3Section 9.1(e) or (f), the divorced, transferring or widowed Member, as the case may be, shall have during the first fifteen (15) days of such thirty (30) day period a concurrent but priority right to purchase the Units or interest therein that have been awarded to such Member’s spouse as a result of the Codedissolution of such Member’s marriage or with respect to which such Member was the transferring Member under Section 8.1(b), this Option may be exercised or which are not distributed to such Member outright or to a trust over which such Member has sole voting control. In the event that the Company and, in full any situation where a divorced, transferring or widowed Member has a concurrent but priority option to purchase, such Member does not elect to purchase all of the Units within such thirty (30) day period, the Company shall forthwith notify the non-transferring Members of the election not to purchase all or a portion of the Affected Member’s Units, and such non-transferring Members shall then have the option for a period of fifteen (15) days from the receipt of such notice to purchase the Units of the Affected Member not purchased by Employee the Company and/or the divorced, transferring or widowed Member (the “Remaining Units of the Affected Member”). Within fifteen (15) days after the receipt of such notice, if the non-transferring Members desire to acquire all or any portion of the Remaining Units of the Affected Member (the “Purchasing Members”), then the Purchasing Members shall deliver to the Secretary (or Employee's estate to the Company in the event that there is no Secretary) a written election to purchase such Remaining Units of the Affected Member or a specified number thereof. Except upon the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason occurrence of the death of Employee) at any time during a Deceased Member or Deceased Spouse, as hereinabove defined, the period of one year following such termination. (b) If Employee dies while option set forth in this Section 9 may not be exercised unless the employ Company and/or the Purchasing Members purchase all of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason Units of the death Affected Member. Subject to the foregoing, each non-transferring Member shall have the right to elect to purchase all or any portion of Employeesuch non-transferring Member’s pro rata share of the Remaining Units of the Affected Member (with any reallotment as provided below in this Agreement). Each such non-transferring Member’s pro rata share of the Remaining Units of the Affected Member shall be a fraction of the Remaining Units of the Affected Member, may exercise this Option in full at any time during of which the period number of one year following Units owned by such non-transferring Member on the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) aboveOption Event shall be the numerator, this Option may be exercised and the total number of Units owned by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason all of the death of Employee) during a period of one year following Employee's death if Employee dies during such threenon-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from transferring Members on the date of grant hereof. The purchase price of shares as to which this the Option is exercised Event shall be paid in the denominator. Each non-transferring Member shall have a right of reallotment such that, if any other non-transferring Member fails to exercise the right to purchase such non-transferring Member’s full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order pro rata share of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment Remaining Units of the purchase price thereof; ratherAffected Member, Employee shall provide then the participating non-transferring Members may exercise an additional right to purchase, on a cash payment for such amount as is necessary to effect pro rata basis, the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any Remaining Units of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionAffected Member not previously purchased.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at (a) At any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage approval of the aggregate number Charter Amendment and the effective filing thereof with the Florida Department of shares offered by this State, and prior to the termination of the Option determined by pursuant to Section 4 above, the number Optionee shall have the right to exercise the Option for all or a portion of full years from the Optioned Shares which have become “Vested Optioned Shares” as of the date of grant hereof to the date of such exercise, exercise determined in accordance with this paragraph (a): (i) Initially, 444,067,084 of the Tenured Optioned Shares shall be considered Vested Optioned Shares. One twelfth (1/12th) of the remaining 666,100,626 Tenured Optioned Shares shall become “Vested Optioned Shares” upon the expiration of each three (3) month period after the Grant Date, such that all of the Tenured Optioned Shares shall be Vested Optioned Shares as of and after the third anniversary of the Grant Date, if the Option has not terminated prior to such date. (ii) Initially, none of the Performance Optioned Shares shall be considered Vested Optioned Shares. In the event that a Base EBITDA Target is met or exceeded for a given fiscal year, one third (1/3rd) of the original number of Performance Optioned Shares shall become “Vested Optioned Shares” upon the completion of the Company’s audited financial statements for such year demonstrating that such Base EBITDA Target has been met or exceeded for such year. In the event that a Base EBITDA Target is not met for either the 2008 or the 2009 fiscal year, such one third (1/3rd) of the original number of Performance Optioned Shares shall not become Vested Optioned Shares unless and until the Company meets the Base EBITDA Target for the following schedule: Percentage fiscal year. (iii) Upon the occurrence of Shares Number any Change of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years Control (as defined in the Plan) or more 100% This Option is not transferable any termination by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee Company of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's Optionee’s employment with the Company terminates without Cause (as defined in the Plan) or by reason of disability (within the meaning of section 22(e)(3) Executive for Good Reason, all of the Code)Tenured Optioned Shares that are not then vested shall become Vested Optioned Shares. (iv) Notwithstanding the foregoing, this Option may be exercised in full by Employee (or Employee's estate or no event shall any Optioned Shares which have not already become Vested Optioned Shares become Vested Optioned Shares after the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason termination of the death of Employee) at Optionee’s employment with the Company for any time during the period of one year following such terminationreason. (b) If Employee dies while in the employ Subject to Section 4 hereof, exercise of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during effected in the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason manner specified in Section 6 of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionPlan.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except (a) Except as otherwise provided belowby Sections 2.2(b) and 2.2(c) hereof and by Section 6.8 of the Plan, this the Option shall not be become exercisable for more than a percentage (i) on January 2, 2002, with respect to one-half of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof stock subject to the option on the option date of such exerciseand (ii) on January 2, in accordance 2003, with respect to the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee remaining one-half of the Company and will terminate and cease shares of stock subject to be exercisable upon Employee's termination of employment with the Company, except that:option on the option date. (ab) If Employeethe Optionee's employment with by the Company terminates by reason of disability (within Disability, the meaning of section 22(e)(3) Option shall be exercisable only to the extent it is exercisable on the effective date of the Code), this Option Optionee's termination of employment and may thereafter be exercised in full by Employee (or Employee's estate the Optionee or the person who acquires this Option by will or Optionee's Legal Representative until and including the laws earliest to occur of descent and distribution or otherwise by reason (i) the date which is 90 days after the effective date of the death Optionee's termination of Employeeemployment and (ii) at any time during the period of one year following such termination. (b) If Employee dies while in the employ of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's deathExpiration Date. (c) If Employeethe Optionee's employment with by the Company terminates by reason of retirement, the Option shall be exercisable only to the extent it is exercisable on the effective date of the Optionee's termination of employment and may thereafter be exercised by the Optionee or the Optionee's Legal Representative until and including the earliest to occur of (i) the date which is 90 days after the effective date of the Optionee's termination of employment and (ii) the Expiration Date. (d) If the Optionee's employment by the Company terminates by reason of death, the Option shall be exercisable only to the extent it is exercisable on the date of death and may thereafter be exercised by the Optionee or the Optionee's Legal Representative or Permitted Transferees, as the case may be, until and including the earliest to occur of (i) the date which is 90 days after the date of death and (ii) the Expiration Date. (e) If the Optionee's employment by the Company terminates for any reason other than as described in (a) Disability, retirement or (b) abovedeath, this the Option shall be exercisable only to the extent it is exercisable on the effective date of the Optionee's termination of employment and may thereafter be exercised by Employee at any time the Optionee or the Optionee's Legal Representative until and including the earliest to occur of (i) the date which is 90 days after the effective date of the Optionee's termination of employment and (ii) the Expiration Date. (f) If the Optionee dies during the period set forth in Section 2.2(b) following termination of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise employment by reason of Disability, or if the death of Employee) during a period of one year following Employee's death if Employee Optionee dies during such three-month periodthe period set forth in Section 2.2(c) following termination of employment, but or if the Optionee dies during the period set forth in each case Section 2.2(e) following termination of employment for any reason other than Disability or retirement, the Option shall be exercisable only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be extent it is exercisable in any event after the expiration of ten years from on the date of grant hereof. The purchase price of shares as to which this Option is death and may thereafter be exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise Optionee's Legal Representative or Permitted Transferees, as the case may be, until and including the earliest to occur of an Option or accepted by (i) the Company in payment date which is 90 days after the date of death and (ii) the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionExpiration Date.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, Corporate Secretary at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code)) or retirement, this Option may be exercised in full by Employee (at any time during the period of one year following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during a one year period following Employee's death if Employee dies during the period of one year period following such termination. As used in this paragraph, "retirement" shall mean the termination of Employee's employment with the Company for reasons other than cause (as defined in (c) below) on or after attainment of age 65 or, with the express written consent of the Committee, on or after the age of 55. (b) If Employee dies while in the employ of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, unless such employment is terminated for cause, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. As used in this paragraph, the term "cause" shall mean Employee (i) has been convicted of a misdemeanor involving moral turpitude or of a felony, (ii) has engaged in gross negligence or willful misconduct in the performance of the duties of Employee's employment, (iii) has willfully disregarded any written corporate policies established by the Company, or (iv) has materially breached any material provision of any written agreement between Employee and the Company or any of its Affiliates. This Option shall not be exercisable in any event after the expiration of ten six years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering constructively tendering to the Company shares of Stock having a fair market value equal to the purchase priceprice and which shares, if acquired pursuant to a Company granted option, have been held by Employee for more than six months, (c) if the Stock is readily tradeable on a national securities market, through a "cashless-broker" exercise in accordance with a Company-established policy or program for the same, or (cd) any combination of cash or Stockthe foregoing. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase exercise price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect affect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject (a) The Option shall become exercisable (i) on the first anniversary of the Option Date with respect to one-third of the number of shares of Stock subject to the earlier expiration Option on the Option Date, (ii) on the second anniversary of this the Option as herein provided, this Option may be exercised, by written notice Date with respect to an additional one-third of the number of shares of Stock subject to the Company at its principal executive office addressed Option on the Option Date, (iii) on the third anniversary of the Option Date with respect to the attention remaining one-third of its Chief Executive Officerthe number of shares of Stock subject to the Option on the Option Date and (iv) as otherwise provided herein or pursuant to any acceleration provisions of the Plan. Notwithstanding the foregoing the Option shall become fully exercisable, at to the extent not so already exercisable, upon (x) any time and termination of Optionee's employment with the Company unless such termination of employment constitutes a "Nonqualifying Termination," as such term is defined in Optionee's Severance Agreement with the Company dated May 7, 1996, as amended from time to time after (the date of grant hereof"Severance Agreement"), but, except or (y) upon a "Change in Control" as otherwise provided below, this Option shall not be exercisable for more than that term is defined in the Severance Agreement (a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, "Change in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that:Control"). (ab) If Employeethe Optionee's employment with by the Company terminates by reason of disability retirement other than for Good Reason (within as defined in the meaning of section 22(e)(3Severance Agreement, "Good Reason") on or after age 65, the Option shall be exercisable only to the extent it is exercisable on the effective date of the Code), this Option Optionee's termination of employment and may thereafter be exercised in full by Employee (or Employee's estate the Optionee or the person who acquires this Option by will Optionee's Legal Representative or Permitted Transferees until and including the laws earliest to occur of descent and distribution or otherwise by reason (i) the date which is six months after the effective date of the death Optionee's termination of Employeeemployment and (ii) at any time during the period of one year following such termination. (b) If Employee dies while in the employ of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's deathExpiration Date. (c) If Employeethe Optionee's employment by the Company terminates by reason of death or Disability, the Option shall be exercisable only to the extent it is exercisable on the date of death or, in the case of Disability, the effective date of the Optionee's termination of employment by reason of Disability (the "Disability Termination Date") and shall become exercisable on the date of death or the Disability Date, as the case may be, for an additional number of shares equal to one-third of the shares of Stock subject to the Option as to which the Option was not exercisable immediately prior to the Optionee's death or the Disability Termination Date, and may thereafter be exercised by the Optionee or the Optionee's Legal Representative or Permitted Transferees, as the case may be, until and including the earliest to occur of (i) the date which is one year after the date of death or the Disability Termination Date and (ii) the Expiration Date. (d) If the Optionee's employment with the Company terminates is terminated by the Company for Cause, the Option shall terminate automatically on the effective date of Optionee's termination of employment. (e) If the Optionee's employment with the Company is terminated by the Optionee for any reason other than as described in (a) Good Reason, retirement on or (b) aboveafter age 65 other than for Good Reason, this death or Disability or is terminated by the Company for any reason other than Cause, the Option shall be exercisable only to the extent it is exercisable on the effective date of the Optionee's termination of employment and may thereafter be exercised by Employee at any time the Optionee or the Optionee's Legal Representative or Permitted Transferees until and including the earliest to occur of (i) the date which is three months after the effective date of the Optionee's termination of employment and (ii) the Expiration Date. (f) Notwithstanding the foregoing, upon a termination of the Optionee's employment with the Company that does not constitute a Nonqualifying Termination under the Severance Agreement (a "Nonqualifying Termination") the Option shall become fully exercisable and remain exercisable until the earliest of (i) the Expiration Date, (ii) two years after such termination of employment and (iii) the date the Option is surrendered and canceled for cash or other consideration pursuant to Section 6.8 of the Plan. (g) If the Optionee dies during the period set forth in Section 2.2(b) following termination of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise employment by reason of retirement on or after age 65 other than for Good Reason, or if the death of Employee) during a period of one year following Employee's death if Employee Optionee dies during such three-month periodthe period set forth in Section 2.2(c) following termination of employment by reason of Disability, but or if the Optionee dies during the period set forth in each case Section 2.2(e) following termination of employment for any reason other than retirement on or after age 65 other than for Good Reason, Disability or termination by the Company for Cause, the Option shall be exercisable only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be extent it is exercisable in any event after the expiration of ten years from on the date of grant hereof. The purchase price of shares as to which this Option is death and may thereafter be exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise Optionee's Legal Representative or Permitted Transferees, as the case may be, until and including the earliest to occur of an Option or accepted by (i) the Company in payment date which is one year after the date of death and (ii) the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionExpiration Date.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except (a) Except as otherwise provided below, in the Plan and this Option shall not be Agreement, the Option is exercisable for more than over a percentage period of the aggregate number of shares offered by this Option determined by the number of full ten years from the date Date of grant hereof to Grant (the date of such exercise, "Option Period") in accordance with the following schedule: Percentage from the first anniversary of the Date of Grant to the end of the Option Period, one-third of the Shares Number covered by the Option shall be exercisable; from the second anniversary of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This the Date of Grant to the end of the Option Period, an additional third of the Shares covered by the Option shall be exercisable (for an aggregate of two-thirds of the Shares covered by the Option); and from the third anniversary of the Date of Grant to the end of the Option Period, the final third of the Shares covered by the Option shall be exercisable (for an aggregate of all the Shares covered by the Option). Each portion of the Option that is not transferable by Employee exercisable pursuant to the foregoing schedule is hereinafter referred to as a "Vested Portion". Except as otherwise than by will or provided herein, the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease from time to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period Option Period as to the Vested Portion of one year following such termination. (b) If Employee dies while this Option, or any lesser amount thereof, as long as the Grantee performs services as an officer, director, employee or consultant for the Corporation or any of its Subsidiaries or, in the employ discretion of the CompanyCorporation's Board of Directors, Employeeafter the Grantee ceases to be an officer, director, employee or consultant for the Corporation or any of its Subsidiaries, if the Grantee continues to provide services which may be beneficial to the Corporation. If the Grantee's estate, services to the Corporation or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates Subsidiary are terminated for any reason other than as described in (ai) the Grantee's death or disability, (ii) the Grantee's termination for Cause or (biii) aboveGrantee's resignation from his positions with the Corporation, then the Vested Portion of the Option as of the date of such termination may be exercised during the period of ninety (90) days commencing on the date of such termination, so long as the Option Period has not expired. If the Grantee shall die or become disabled within the meaning of Section 22(e)(3) of the Code while still performing such services for the Corporation or any of its Subsidiaries, the Vested Portion of the Option as of the date of the Grantee's death or disability may be exercised during the period commencing on the date of the Grantee's death or the date he or she first becomes disabled, as the case may be, and ending on the earlier of the first anniversary of such date and the expiration of the Option Period, after which period this Option shall expire and shall cease to be exercisable. In the event of the death of the Grantee, this Option may be exercised by Employee at any time during the period person or persons entitled to do so under the Grantee's will (a "legatee"), or, if the Grantee shall fail to make testamentary disposition of three months following such terminationthis Option, or shall die intestate, by Employeethe Grantee's estate legal representative (a "legal representative"). In the event that (i) the Grantee's services to the Corporation or any Subsidiary are terminated for Cause or (ii) the person who acquires Grantee resigns from his positions with the Corporation (each, a "Cessation Date"), then this Option by will or shall expire on the laws of descent Cessation Date and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in thereafter. (b) If this Option shall extend to 100 or more Shares, then this Option may not be exercised for less than 100 Shares at any event after the expiration of ten years from one time, and if this Option shall extend to less than 100 Shares, then this Option must be exercised for all such Shares at one time. (c) Not less than five days nor more than thirty days prior to the date upon which all or any portion of grant hereofthe Option is to be exercised, the person entitled to exercise the Option shall deliver to the Corporation written notice in substantially the form attached as an Exhibit hereto (the "Notice") of his election to exercise all or a part of the Option, which Notice shall specify the date for the exercise of the Option and the number of Shares in respect of which the Option is to be exercised. The purchase price date specified in the Notice shall be a business day of shares as the Corporation. (d) On the date specified in the Notice, the person entitled to exercise the Option shall pay to the Corporation the Option Price of the Shares in respect of which this the Option is exercised and the amount of any applicable Federal and/or state withholding tax or employment tax. The Option Price shall be paid in full at the time of exercise purchase, (ai) in cash or by certified check or (including check, bank draft or money order payable ii) with shares of the Common Stock of the Corporation which have been owned by the Grantee for at least six months prior to the order exercise of the Company), (b) by delivering to the Company Option. The value of any shares of Common Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued delivered by the Company upon exercise of an Option or accepted by the Company Grantee in payment of the purchase price thereof; ratherOption Price shall be the Fair Market Value of such shares. If the Option is exercised in accordance with the provisions of the Plan and this Option Agreement, Employee the Corporation shall provide a cash payment for deliver to such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or person certificates representing such shares the number of Shares in respect of which the Option is being exercised which Shares or other securities shall have been issued by be registered in his or her name. (e) This Option is not exercisable after the Company to Employeeexpiration of ten years from the Date of Grant. (f) Notwithstanding the provisions of subsection 4(a), Employee (or the person permitted to exercise this Option in the event that at any time during the term hereof: (i) the Corporation's subsidiary, Connectivity Products Incorporated, sells or otherwise disposes of Employeeall or substantially all of its assets, or (ii) there is a change in control of the Corporation such that a majority of the outstanding voting capital stock of the Corporation is owned by a person or entity or "group" (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that is not on the date hereof a holder of 5% or more of the outstanding shares of the Corporation's deathcommon stock, or (iii) the Corporation is merged into or consolidated with any other person (other than a direct or indirect subsidiary of or corporation or other entity controlled by the Corporation) or any other person (other than a direct or indirect subsidiary of or corporation or other entity controlled by the Corporation) is merged into or consolidated with the Corporation, or (iv) the Corporation sells or otherwise disposes of all or substantially all of its assets, provided that a sale of the Corporation's stock of Connectivity Products Incorporated shall not be deemed a sale of substantially all of the Corporation's assets or have (v) the Corporation is liquidated or dissolved, then in any such event, the Option shall become immediately exercisable at the election of the Grantee as to all or any part of the Shares not theretofore issued and sold hereunder. The Corporation shall provide the Grantee with at least 30 days' notice prior to the consummation of any of the rights or privileges events referred to in the preceding sentence, during which period the Grantee may so exercise the Option. If not so exercised, this Option shall expire and terminate at the end of a shareholder of the Company with respect to shares acquirable upon an exercise of this Optionsuch 30-day period.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only his lifetime while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's ’s termination of employment with the CompanyCompany for any reason, except that: (a) If Employee's ’s employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full (whether or not the option is fully vested) by Employee (or Employee's ’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the but only within such period of time ending on the earlier of (i) the date that is one (1) year following such terminationtermination or (ii) the expiration of the term of the Option as set forth in the Agreement. (b) If Employee dies while in the employ of the Company, Employee's ’s estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Employee’s Option in full at any time during (whether or not the Option is fully vested) but only within such period of time ending on the earlier of (i) the date that is one (1) year following Employee’s death or (ii) the date expiration of Employee's deaththe term of the Option as set forth in the Agreement. (c) If Employee's ’s employment with the Company terminates for any reason other than as described in (a) or (b) aboveabove at a time when Employee holds an Option, this unless Employee voluntarily terminates without the written consent of the Company or is terminated for Cause, Employee may exercise his or her Option may be exercised by Employee at any time during the but only within such period of time ending on the earlier of (i) the date that is three months following the termination of such termination, person’s employment or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employeeii) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date term of grant hereofthe Option as set forth in the Agreement. For purposes of this Agreement, “cause” shall mean Employee’s gross negligence or willful misconduct in performance of the duties of his employment, or Employee’s final conviction of a felony or of a misdemeanor involving moral turpitude. The purchase price upon exercise of shares as to which this any Option is exercised shall be paid payable to the Company in full either: (a) in cash or its equivalent, or (b) subject to prior approval by the Committee in its discretion, by tendering previously acquired shares of Stock having an aggregate Fair Market Value at the time of exercise (a) in cash (including check, bank draft or money order payable equal to the order of total purchase price (provided that the Company), (b) by delivering to the Company shares of Stock tendered have been held by Employee for at least six (6) months prior to their tender to satisfy the option price), or (c) subject to prior approval by the Committee in its discretion, by withholding shares of Stock which otherwise would be acquired on exercise having a fair market value an aggregate Fair Market Value at the time of exercise equal to the total purchase price, or (d) subject to prior approval by the Committee in its discretion, by a combination of (a), (b), and (c) any combination of cash or Stockabove. No fraction of a share Any payment in shares of Stock shall be issued by effected as provided for in the Company upon exercise of an Option or accepted by the Company Plan. The Committee, in payment of its discretion, also may allow the purchase price thereof; rather, Employee to be paid with such other consideration as shall provide a cash payment constitute lawful consideration for such amount as is necessary to effect the issuance and acceptance of only whole shares of StockStock (including, without limitation, effecting a “cashless exercise,” as defined in the Plan, with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by any other means which the Committee determines to be consistent with the Plan’s purpose and applicable law. As soon as practicable after receipt of a written notification of exercise and full payment, the Company shall deliver, or cause to be delivered, to or on behalf of Employee, in the name of Employee or other appropriate recipient, share certificates for the number of shares of Stock purchased under the Option. Unless and until a certificate or such certificates representing such shares shall have been issued by the Company to Employee, Employee (or the other person permitted to exercise this Option in the event of Employee's ’s death) shall not be or have any of the rights or privileges of a shareholder stockholder of the Company with respect to the shares acquirable upon an exercise of this Optionoption.

Exercise of Option. Subject to (a) Except as otherwise provided by Section ------------------ 2.2(b) hereof and by Section 6.8 of the earlier expiration Plan, the Option shall vest and become exercisable ratably over a two (2) year period from the date hereof as follows: Date Exercisable Amount Exercisable ---------------- ------------------ April 30, 2002 67,064 April 30, 2003 67,064 (b) The Option shall vest and immediately become exercisable in full on the effective date of this Option as herein provided, this Option may be exercised, employment by written notice to the Company at its principal executive office addressed to the attention of its a new Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that:. (ac) If Employeethe Optionee's employment with by the Company terminates by reason of disability "Total Disability", the Option may thereafter be exercised (within to the meaning of section 22(e)(3) extent that such Option is exercisable on the effective date of the Code), this Option may be exercised in full Optionee's termination of employment) by Employee (or Employee's estate the Optionee or the person who acquires this Option Optionee's Legal Representative until and including the earliest to occur of (i) the date which is 120 days after the effective date of the Optionee's termination of employment and (ii) the Expiration Date. (d) If the Optionee's employment by will or the laws of descent and distribution or otherwise Company terminates by reason of voluntary retirement, the death Option may thereafter be exercised (to the extent that such Option is exercisable on the effective date of Employeethe Optionee's termination of employment) at any time during by the period Optionee or the Optionee's Legal Representative until and including the earliest to occur of one year following such termination(i) the date which is 120 days after the effective date of the Optionee's termination of employment and (ii) the Expiration Date. (be) If Employee dies while in the employ of Optionee's employment by the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise Company terminates by reason of death, the death Option may thereafter be exercised (to the extent that such Option is exercisable on the Optionee's date of Employeedeath) by the Optionee or the Optionee's Legal Representative or Permitted Transferees, as the case may exercise this Option in full at any time during be, until and including the period earliest to occur of one year following (i) the date which is 120 days after the date of Employee's deathdeath and (ii) the Expiration Date. (cf) If Employeethe Optionee's employment with by the Company terminates for any reason other than as described in (a) "Total Disability", retirement or (b) abovedeath, this the Option may thereafter be exercised by Employee at any time (to the extent such Option is exercisable on the effective date of the Optionee's termination of employment) the Optionee or the Optionee's Legal Representative until and including the earliest to occur of (i) the date which is 120 days after the effective date of the Optionee's termination of employment and (ii) the Expiration Date. (g) If the Optionee dies during the period set forth in Section 2.2(c) following termination of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise employment by reason of "Total Disability", or if the death of Employee) during a period of one year following Employee's death if Employee Optionee dies during such three-month periodthe period set forth in Section 2.2(d) following termination of employment, but by reason of voluntary retirement, or if the Optionee dies during the period set forth in each Section 2.2(f) following termination of employment for any reason other than "Total Disability" or retirement, the Option may thereafter be exercised by the Optionee's Legal Representative or Permitted Transferees, as the case only as may be, until and including the earliest to the number occur of shares Employee was entitled to purchase hereunder upon exercise of this Option as of (i) the date Employee's employment so terminates. This Option shall not be exercisable in any event which is 120 days after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at death and (ii) the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionExpiration Date.

Exercise of Option. Subject to (a) Grantee may exercise the earlier expiration of this Option as herein providedOption, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officerin ------------------ whole or in part, at any time and or from time to time after following the date occurrence of grant hereof, buta Purchase Event (as defined below); provided that, except as otherwise provided belowherein, the Option shall terminate and be of no further force and effect upon the earliest to occur of (i) the Effective Time, (ii) 6 months after the first occurrence of a Purchase Event (or if, at the expiration of such 6-months after the first occurrence of a Purchase Event, the Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, 10 business days after such impediment to exercise shall have been removed, but in no event under this clause (ii) later than the first anniversary of the Purchase Event), (iii) termination of the Merger Agreement under circumstances which do not and cannot result in Grantee's becoming entitled to receive termination fees from Issuer pursuant to Section 7.2(c) of the Merger Agreement; and (iv) 12 months after the termination of the Merger Agreement under circumstances which could result in Grantee's becoming entitled to receive termination fees from Issuer pursuant to Section 7.2(c)(A) of the Merger Agreement, unless during such 12-month period, a Purchase Event shall occur. The termination of the Option shall not be exercisable for more than a percentage of the aggregate number of shares offered affect any rights hereunder which by this Option determined by the number of full years from their terms extend beyond the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while in As used herein, a "Purchase Event" means an event the employ -------------- result of which is that the total fee or fees required to be paid by Issuer to Grantee pursuant to Section 7.2(c) of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's deathMerger Agreement equals $20 million. (c) If Employee's employment In the event Grantee wishes to exercise the Option, it shall send to Issuer a written notice (the "Exercise Notice"; the date of which --------------- being herein referred to as the "Notice Date") specifying (i) the total number ----------- of Option Shares it intends to purchase pursuant to such exercise and (ii) a place and date not earlier than three business days nor later than 10 business days from such Notice Date for the closing of such purchase (a "Closing"; and ------- the date of such Closing, a "Closing Date"); provided that such closing shall be ------------ held only if (A) such purchase would not otherwise violate or cause the violation of applicable law (including the HSR Act), (B) no law, rule or regulation shall have been adopted or promulgated, and no temporary restraining order, preliminary or permanent injunction or other order, decree or ruling issued by a court or other governmental authority of competent jurisdiction shall be in effect, which prohibits delivery of such Option Shares (and the parties hereto shall use their reasonable best efforts to have any such order, injunction, decree or ruling vacated or reversed) and (C) any prior notification to or approval of any other regulatory authority in the United States or elsewhere required in connection with the Company terminates for any reason such purchase shall have been made or obtained, other than those which if not made or obtained would not reasonably be expected to result in a significant detriment to the Grantee and its Subsidiaries taken as described a whole or the Issuer and its Subsidiaries taken as a whole. If the Closing cannot be consummated by reason of a restriction set forth in clause (aA), (B) or (bC) above, this Option may be exercised by Employee at any time during notwithstanding the period provisions of three months following such terminationSection 2(a), or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised Closing shall be paid in full at held within 5 business days following the time elimination of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Optionrestriction.

Exercise of Option. Subject (a) Grantee may exercise the Option, with respect to all (but not less than all) of the Option Shares at any one time, subject to the earlier provisions of Section 2(c), after the occurrence of any event as a result of which the Grantee is entitled to receive the Termination Fee pursuant to Section 5.08(b) of the Merger Agreement (a "Purchase Event"); provided, however, that (i) except as provided in the last sentence of this Section 2(a), the Option will terminate and be of no further force and effect upon the earliest to occur of (A) the Effective Time, (B) 12 months after the first occurrence of a Purchase Event and (C) termination of the Merger Agreement in accordance with its terms prior to the occurrence of a Purchase Event, unless, in the case of clause (C), Grantee has or may have the right to receive a Termination Fee following such termination upon the occurrence of certain events, in which case the Option will not terminate until the later of (x) six months following the time such Termination Fee becomes payable and (y) the expiration of this the period in which the Grantee has or may have such right to receive a Termination Fee, and (ii) any purchase of Option as herein providedShares upon exercise of the Option will be subject to compliance with the HSR Act and the obtaining or making of any consents, this approvals, orders, notifications or authorizations, the failure of which to have obtained or made would have the effect of making the issuance of Option may be exercisedShares illegal (the "Regulatory Approvals"). (b) In the event that Grantee wishes to exercise the Option, by it will send to Issuer a written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after (an "Exercise Notice"; the date of grant hereof, but, except which being herein referred to as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by "Notice Date") to that effect which Exercise Notice also specifies the number of full years Option Shares, if any, Grantee wishes to purchase pursuant to this Section 2(b), the number of Option Shares, if any, with respect to which Grantee wishes to exercise its Cash-Out Right (as defined herein) pursuant to Section 6(c), the denominations of the certificate or certificates evidencing the Option Shares which Grantee wishes to purchase pursuant to this Section 2(b) and a date not earlier than three business days nor later than 20 business days from the Notice Date for the closing of such purchase (an "Option Closing Date"). Any Option Closing will be at an agreed location and time in New York, New York on the applicable Option Closing Date or at such later date as may be necessary so as to comply with clause (ii) of grant hereof Section 2(a). (c) Notwithstanding anything to the date contrary contained herein, any exercise of the Option and purchase of Option Shares shall be subject to compliance with applicable laws and regulations, which may prohibit the purchase of all the Option Shares specified in the Exercise Notice without first obtaining or making certain Regulatory Approvals. In such exerciseevent, in accordance with if the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or exercisable and Grantee wishes to exercise the laws of descent and distributionOption, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or accordance with Section 2(b) and Grantee shall acquire the person who acquires this maximum number of Option by will or Shares specified in the Exercise Notice that Grantee is then permitted to acquire under the applicable laws of descent and distribution or otherwise by reason regulations, and if Grantee thereafter obtains the Regulatory Approvals to acquire the remaining balance of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while Option Shares specified in the employ Exercise Notice, then Grantee shall be entitled to acquire such remaining balance. Issuer agrees to use its reasonable efforts to assist Grantee in seeking the Regulatory Approvals. In the event (i) Grantee receives official notice that a Regulatory Approval required for the purchase of the Company, Employee's estate, any Option Shares will not be issued or the person who acquires this Option by will granted or the laws (ii) such Regulatory Approval has not been issued or granted within six months of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) aboveExercise Notice, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares Grantee shall have been issued by the Company to Employee, Employee (or the person permitted right to exercise this Option in the event of Employee's deathits Cash-Out Right pursuant to Section 6(c) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Optionthe Option Shares for which such Regulatory Approval will not be issued or granted or has not been issued or granted.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive OfficerCorporate Secretary (or such other officer or Employee of the Company as the Company may designate from time to time), at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 00 % 1 year 20but less than 2 years 33 % 2 years 40but less than 3 years 67 % 3 years 60% 4 years 80% 5 years or more 100100 % This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee Employee of the Company and will terminate and cease to be exercisable upon Employee's ’s termination of employment service as an Employee with the Company, except that: (a) 1. If Employee's employment ’s service with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's ’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination, but only as to the number of shares Employee was entitled to purchase hereunder as of the date Employee’s service so terminates. (b) 2. If Employee dies while in the employ service of the Company, Employee's ’s estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's ’s death, but only as to the number of shares Employee was entitled to purchase hereunder as of the date of Employee’s death. (c) 3. If Employee's employment ’s service with the Company terminates for any reason other than as described in (a) or (b) above, unless Employee voluntarily terminates such service or such service is terminated for cause, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's ’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's ’s death if Employee dies during such three-three month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment ’s service so terminates. The Committee may, in its sole discretion, advise Employee in writing, prior to a voluntary termination of Employee’s service, that such termination will be treated for purposes of this paragraph as an involuntary termination for a reason other than cause. As used in this paragraph, the term “cause” shall mean Employee (i) has been convicted of a misdemeanor involving moral turpitude or of a felony, (ii) has engaged in gross negligence or willful misconduct in the performance of the duties of Employee’s service, (iii) has willfully disregarded any written corporate policies established by the Company, or (iv) has materially breached any material provision of any written agreement between Employee and the Company or any of its Affiliates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) if the Committee so agrees, by delivering or constructively tendering to the Company shares of Stock having a fair market value Fair Market Value equal to the purchase priceprice (provided such shares used for this purpose must have been held by Employee for such minimum period of time as may be established from time to time by the Committee), (c) if the Stock is readily tradable on a national securities market, through a “cashless-broker” exercise in accordance with a Company established policy or program for the same, or (cd) any combination of cash or Stockthe foregoing. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase exercise price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's ’s death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive OfficerCorporate Secretary (or such other officer or employee of the Company as the Company may designate from time to time), at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 033 1/3% 1 year 2050% 2 years 4066 2/3% 3 years 6083 1/3% 4 years 80% 5 years or more years 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee Optionee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's Optionee’s termination of employment with the Company, except that: (a) If Employee's Optionee’s employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee Optionee (or Employee's Optionee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of EmployeeOptionee) at any time during the period of one year following such termination, but only as to the number of shares Optionee was entitled to purchase hereunder as of the date Optionee’s employment so terminates. (b) If Employee Optionee dies while in the employ of the Company, Employee's Optionee’s estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of EmployeeOptionee, may exercise this Option in full at any time during the period of one year following the date of Employee's Optionee’s death, but only as to the number of shares Optionee was entitled to purchase hereunder as of the date of Optionee’s death. (c) If Employee's Optionee’s employment with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee Optionee at any time during the period of three months following such termination, or by Employee's Optionee’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of EmployeeOptionee) during a period of one year following Employee's Optionee’s death if Employee Optionee dies during such three-three month period, but in each case only as to the number of shares Employee Optionee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's Optionee’s employment so terminates. This Option shall not be exercisable in any event after the expiration of ten seven years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering or constructively tendering to the Company shares of Stock having a fair market value Fair Market Value equal to the purchase priceprice (provided such shares used for this purpose must have been held by Optionee for such minimum period of time as may be established from time to time by the Committee), (c) if the Stock is readily tradable on a national securities market, through a “broker-assisted cashless exercise” in accordance with a Company established policy or program for the same, or (cd) any combination of cash or Stockthe foregoing. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase exercise price thereof; rather, Employee Optionee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to EmployeeOptionee, Employee Optionee (or the person permitted to exercise this Option in the event of Employee's Optionee’s death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject to the earlier expiration of this Option as ------------------ herein provided, this Option may be exercisedexercised in whole or part with respect to the portion of this Option that has vested under Section 3 hereof, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive OfficerGeneral Counsel, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage first anniversary of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetimeEffective Date. This Option may be exercised only while Employee Executive remains an employee of the Company and will terminate and cease to be exercisable upon EmployeeExecutive's termination of employment with the Company, except that: (a) If EmployeeExecutive's employment with the Company terminates by reason of disability Disability (within as defined in the meaning Executive Employment Agreement effective as of section 22(e)(3) of October 1, 1999, by and between Executive and Company (the Code"Employment Agreement")), this Option may shall become 100% vested and shall be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) exercisable at any time during until the period completion of one year following such terminationafter an Evaluation Event (as defined in Section 7 hereof). (b) If Employee Executive dies while in the employ of the Company, EmployeeExecutive shall be fully vested in this Option and Executive's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of EmployeeExecutive, may exercise this Option in full at any time during until the period completion of one year following the date of Employee's deathafter an Evaluation Event (as defined in Section 7 hereof). (c) If Employeethe Company terminates Executive's employment with the Company for Cause (as defined in the Employment Agreement) or if Executive voluntarily terminates his employment with the Company for any reason other than Good Reason (as described defined in the Employment Agreement), this Option shall terminate and cease to be exercisable in its entirety (aincluding with respect to Shares that have previously vested under Section 3 hereof). (d) If (i) Executive terminates his employment with the Company for Good Reason (as defined in the Employment Agreement), (ii) the Company terminates Executive's employment with the Company for other than Cause (as defined in the Employment Agreement), or (biii) the Company does not renew Executive's Employment Agreement at the termination thereof, this Option shall become 100% vested and shall be exercisable at any time until the completion of one year after an Evaluation Event (as defined in Section 7 hereof). Notwithstanding the above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereofEffective Date. The purchase price of shares Shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock Share shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereofthis Option; rather, Employee Executive shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of StockShares. Unless and until a certificate or certificates representing such shares Shares shall have been issued by the Company to EmployeeExecutive, Employee Executive (or the person permitted to exercise this Option in the event of EmployeeExecutive's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares Shares acquirable upon an exercise of this Option.

Exercise of Option. Subject to (a) Parent may exercise the earlier expiration of this Option as herein providedOption, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time in whole or in part and from time to time on or after the date of grant hereofAppointment Time if, butbut only if, except as otherwise provided below, this Option shall not be exercisable for more than a percentage after giving effect to the exercise of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date and as a result of such exercise, in accordance with the following schedule: Percentage number of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee shares of the Company Common Stock then owned by Parent and Merger Sub will terminate and cease to be exercisable upon Employee's termination represent at least 90.1% of employment with the Company, except that: (a) If Employee's employment with shares of the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such terminationCommon Stock then outstanding. (b) If Employee dies while in In the employ event that Parent desires to exercise the Option, it shall deliver to the Company a written notice (such notice being herein referred to as an "Exercise Notice" and the date of issuance of an Exercise Notice being herein referred to as the "Notice Date") specifying (i) the total number of Option Shares it desires to purchase pursuant to such exercise and (ii) a place and date, not earlier than three (3) business days nor later than ten (10) business days from the Notice Date, for the closing of such purchase (the "Option Closing Date"); provided, that if the closing of the Companypurchase and sale pursuant to the Option (the "Option Closing") cannot be consummated, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employeeany applicable decree, may exercise this Option in full at any time during injunction or order, the period of one year following time that otherwise would run pursuant to this Section 2(b) shall run instead from the date on which such restriction on consummation has expired or been terminated; and provided further, without limiting the foregoing, that if, in the reasonable opinion of Employee's deathParent, prior notification to or approval of any regulatory agency is required in connection with such purchase, the Company or Parent, as the case may be, shall promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any required notification periods have expired or been terminated or such approvals have been obtained and any requisite waiting period or periods shall have passed. (c) If Employee's employment with At the Option Closing, Parent shall pay to the Company terminates the aggregate Option Price for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled of Company Common Stock or other securities being purchased pursuant to purchase hereunder upon the exercise of this the Option as in immediately available funds by wire transfer to a bank account designated by the Company; provided that failure or refusal of the date Employee's employment so terminates. This Option Company to designate such a bank account shall not be exercisable in any event after preclude Parent from exercising the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including checkOption; and provided, bank draft further, that failure or money order payable to the order refusal of the Company), (b) Company to designate such a bank account shall not preclude Parent from exercising the Option by delivering a bank check in the amount of the aggregate Option Price to the Company shares of Stock having a fair market value equal to at the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by address set forth in the Merger Agreement for the Company upon exercise no later than Option Closing Date. (d) At the Option Closing, simultaneously with the delivery of an Option immediately available funds or accepted by bank check as provided in Section 2(c) hereof, the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary deliver to effect the issuance and acceptance of only whole shares of Stock. Unless and until Parent a certificate or certificates representing such shares the number of Option Shares purchased by Parent and, if the Option should be exercised in part only, a new agreement substantially similar to this Agreement evidencing the rights of Parent thereof to purchase the balance of the Option Shares purchasable hereunder. If at the time of issuance of any Option Shares pursuant to an exercise of all or part of the Option hereunder, the Company shall have been issued by any rights or other securities which are attached to or otherwise associated with the Company Common Stock, then each Option Share issued pursuant to Employee, Employee (or the person permitted to such exercise this Option in the event of Employee's death) shall not be or have any of the also represent such rights or privileges of a shareholder other securities with terms substantially the same as and at least as favorable to Parent as are provided to stockholders generally and, if applicable, under any stockholder rights agreement or similar agreement of the Company then in effect. (e) Certificates for Option Shares delivered at an Option Closing hereunder may be endorsed with respect a restrictive legend that shall read substantially as follows: "THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM." It is understood and agreed that the reference to shares acquirable the resale restrictions of the Securities Act of 1933, as amended (the "Securities Act"), in the above legend shall be removed by delivery of substitute certificate(s) without such reference if Parent shall have delivered to the Company a copy of a letter from the staff of the Securities and Exchange Commission (the "SEC"), or an opinion of counsel reasonably satisfactory to the Company, to the effect that such legend is not then required for purposes of the Securities Act. (f) Upon the delivery by Parent to the Company of the Exercise Notice, and the tender of the applicable Option Price in immediately available funds or by bank check, Parent shall be deemed to be the holder of record of the Option Shares issuable upon an exercise such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Option Shares shall not then be actually delivered to Parent or the Company shall have failed or refused to designate the bank account described in Section 2(d). The Company shall pay all expenses that may be payable in connection with the preparation, issuance and delivery of stock certificates under this OptionSection 2 in the name of Parent. Parent shall pay all expenses that may be payable in connection with the issuance and delivery of stock certificates or a substitute option agreement in the name of any assignee, transferee or designee of Parent.

Exercise of Option. Subject (a) The Option shall become exercisable as to one-fifth of the number of Shares subject to the earlier expiration Option during each year of employment, prorated over the number of complete months which Optionee is employed by the Company, and otherwise as provided below in this Option Section 2.2. Notwithstanding the foregoing, in the event that the Optionee resigns (other than for Good Reason) or is terminated for Cause, as herein provideddefined in the Employment Agreement, this Option may be exercised, by written notice prior to the Company at its principal executive office addressed to the attention first anniversary of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this none of the Shares exercisable under the Option shall not be exercisable for more than a percentage of vest in the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such terminationOptionee. (b) If Employee dies while the Optionee's employment by the Company terminates for Cause, the Option, to the extent not then vested, shall terminate automatically on the effective date of the Optionee's termination of employment for Cause. For purposes of this Section 2.2, Optionee shall only be deemed terminated by the Company for Cause if his termination for Cause has become effective under and pursuant to the Employment Agreement (but, as provided in the employ Employment Agreement, only upon the conclusion of the Companyan arbitration proceeding, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option if it is timely commenced in full at any time during the period of one year following the date of Employee's deathaccordance with such Agreement). (c) If Employee's employment with the Company terminates performance standards set forth in the Term Sheet attached to this Agreement are met, then that all or a portion of the Option shall be accelerated and become fully vested and exercisable to the extent provided for any reason other than as described in (a) or (b) abovesuch Term Sheet. If the Term Sheet has not been completed and attached at the time of the delivery of this Option Agreement to the Optionee, this Option Agreement will be fully valid, enforceable and binding, and the Company and the Optionee will act in good faith to agree upon a Term Sheet and attach such Term Sheet to this Agreement within the ninety (90) day period following delivery of this Option Agreement to the Optionee. (d) If there is a Change of Control, as defined in the Employment Agreement, whereby shareholders of the Company generally will be entitled to exchange or sell their shares, or otherwise be entitled to participate in such event, then in such case, the Option shall be accelerated and become fully vested and exercisable, and may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (Optionee or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following EmployeeOptionee's death if Employee dies during Legal Representative, so that Optionee may participate in such three-month period, but in each case only event as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable the Shares that would be issued upon an exercise exericise of the Option. (e) If (i) the Optionee's employment by the Company is terminated by the Company other than for "Cause" within the meaning of Section 2.2(b) hereof (a termination due to Optionee's death or disability, as defined in the Employment Agreement, or notice by the Company of non-renewal of the Employment Agreement, shall be treated for purposes of this OptionAgreement as a termination by the Company other than for "Cause") , or (ii) the Optionee's employment by the Company is terminated by the Optionee for "Good Reason" as determined in accordance with the provisions of the Employment Agreement, then in any such case, that portion of the Option which would have vested on the next succeeding anniversary of the date of grant but for the specified event shall be accelerated and become fully vested and exercisable, and may thereafter be exercised by the Optionee or the Optionee's Legal Representative until and including the Expiration Date.

Exercise of Option. (a) Subject to the earlier expiration terms and conditions of this Option as herein providedAgreement, this the Option may be exercisedexercised by SmartForce, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officerin whole or in part, at any time and or from time to time (i) after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage termination of the aggregate Merger Agreement under the conditions described in clauses (ii) or (iii) of Section 8.3(c) of the Merger Agreement or (ii) immediately prior to the occurrence of any event causing the termination fee to become payable pursuant to clause (i) of Section 8.3(c) of the Merger Agreement (any of the conditions described in this sentence being referred to herein as an “Exercise Event”). In the event SmartForce wishes to exercise the Option, SmartForce will deliver to SkillSoft a written notice (each an “Exercise Notice”) specifying the total number of shares offered Option Shares it wishes to purchase. Each closing of a purchase of Option Shares (a ”Closing”) will occur on a date and at a time prior to the termination of the Option designated by this Option determined by the number of full years from the date of grant hereof SmartForce in an Exercise Notice delivered at least two business days prior to the date of such exerciseClosing, in accordance with which Closing will be held at the following schedule: Percentage principal offices of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such terminationSkillSoft. (b) If Employee dies while in The Option will terminate upon the employ earliest of (i) the CompanyEffective Time, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year (ii) twelve months following the date on which the Merger Agreement is terminated pursuant to Section 8.1(d) thereof under the circumstances under which the termination fee may become payable under clause (i) of Employee's death. Section 8.3(c), if no event causing such termination fee to become payable pursuant to clause (ci) If Employee's employment with the Company terminates for any reason other than as described in (aof Section 8.3(c) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies Merger Agreement occurs during such threetwelve-month period, but in each case only as (iii) twelve months following the date on which the termination fee is paid pursuant to Section 8.3(c) of the Merger Agreement and (iv) the date on which the Merger Agreement is otherwise terminated; provided, however, that if the Option cannot be exercised by reason of any applicable government order or because the waiting period related to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as issuance of the date Employee's employment so terminates. This Option shall not be exercisable in any event after Shares under the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (HSR Act or the person permitted Irish Mergers Act will not have expired or been terminated, then the Option will not terminate until the tenth business day after such impediment to exercise this Option in the event of Employee's death) shall has been removed or has become final and not be or have any of the rights or privileges of a shareholder of the Company with respect subject to shares acquirable upon an exercise of this Optionappeal.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive OfficerHuman Resources Department, Stock Plan Administrator (or such other officer or employee of the Company as the Company may designate from time to time), at any time and from time to time after the date Date of grant hereofGrant, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof vested to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution_________, and may be exercised only by Employee during Employee's lifetime. 2007 33,333 _________, 2008 33,333 _________, 2009 33,334 This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's ’s termination of employment with the Company, except that: (a) A. If Employee's ’s employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), then this Option may be exercised in full by Employee (or Employee's ’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination, but such exercise shall be permitted only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee’s employment so terminates. (b) B. If Employee dies while in the employ of the Company, then this Option may be exercised by Employee's ’s estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's ’s death, but such exercise shall be permitted only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee’s employment so terminates. (c) C. If Employee's ’s employment with the Company terminates is terminated (A) by the Company for any reason other than as described specified in Section 5(a)(i), (aii) or (biii) aboveof that certain Employment Agreement effective as of September 18, 2006 between the Company and the Employee (the “Employment Agreement”) or (B) by Employee (x) for any reason described in Section 5(b)(i), (ii) or (iii) of the Employment Agreement or (y) for “good reason” (as defined in the Employment Agreement) in the case of this clause (y) within two years of a “Change of Control” (as defined in the Employment Agreement), then in each case this Option shall be fully vested and may be exercised by Employee at any time during until the period first anniversary of three months following such termination, or by Employee's ’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of such one year following Employee's death period if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date Date of grant Grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Common Stock having a fair market value equal to the purchase price, provided that such shares must have been held by Employee for such minimum period of time as may be established from time to time by the Committee or (c) any combination of cash or Common Stock. No fraction of a share of Common Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Common Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's ’s death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject (i) Except as otherwise provided herein, the right of Employee to exercise the Option is conditioned upon Employee being in the employ of the Employer, whether pursuant to this Agreement or otherwise. The Option shall be exercisable (1) with respect to 100,000 Option Shares, beginning on and as of the date hereof and ending on July 23, 2009; and (2) with respect to the earlier expiration remaining 400,000 Option Shares, beginning on and as of the first anniversary of the date of this Option as herein providedAgreement, this and ending on July 23, 2009. (ii) The Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officerin whole or in part, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof or times prior to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years expiration or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distributionother termination thereof. (iii) If this Agreement, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability Employer, is terminated other than For Cause (within the meaning of section 22(e)(3as defined in paragraph 9) of the Code), this Option may be exercised in full by Employee (or Employee's estate or voluntary resignation without Good Reason, prior to the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason expiration date of the death of Employee) at any time during the period of one year following Option, such termination. (b) If Employee dies while in the employ of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during Employee, to the period extent the Options are exercisable on the date of three months following such termination, or to any greater extent permitted by the Compensation Committee, at any time prior to the earlier of: (i) three (3) months after the date of termination, or (ii) the expiration date of such Option. Provided, however, if this Agreement, and Employee's employment, was terminated For Cause or by Employee's estate (voluntary resignation without Good Reason, Employee shall have no right to exercise his Option on or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. such termination, and all outstanding Options, whether vested or unvested shall immediately expire upon the date of termination. (iv) The purchase price of shares as to which this Option is exercised shall be paid in full at accelerate and become 100% exercisable upon the time of exercise (a) in cash (including check, bank draft or money order payable to the order occurrence of the Companyfollowing: (A) Employee's Legal Disability; (B) Employer's termination of this Agreement other than For Cause; (C) "Change in Control" of Employer (as hereinafter defined); or termination of this Agreement by Employee for "Good Reason", as hereinafter defined. (bv) Upon the termination of this Agreement by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (cEmployee under paragraph 9(b)(iii) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; ratherhereof, Employee shall provide a cash payment for retain 50% of his Option that is then exercisable on the date of such amount as is necessary to effect termination, and all other Options, whether vested or unvested, shall expire immediately upon the issuance and acceptance date of only whole shares of Stock. Unless and until a certificate or certificates representing such shares the termination. (vi) The Option shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option accelerate in the event following manner upon the occurrence of Employee's death) shall not be or have any : 25% exercisable if Employee's death occurs within 6 months of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise beginning date of this OptionAgreement; 50% exercisable if Employee's death occurs between 6 months and 1 year from the beginning date of this Agreement; and 100% exercisable if Employee's death occurs thereafter. (vii) For purposes of this Agreement the following definitions apply:

Exercise of Option. Subject (a) This Option shall be exercisable in the installments outlined in the Optionee’s grant notification. The entire Option is fully exercisable after the final vesting date. To the extent that any of the installments is not exercised when it becomes exercisable, it shall not expire, but shall continue to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, exercisable at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, thereafter until this Option shall not terminate, expire or be exercisable surrendered. An exercise shall be for more than a percentage of the aggregate number of whole shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such terminationonly. (b) If Employee dies while in In accordance with the employ of the CompanyPlan, Employee's estate, or the person who acquires all shares covered by this Option by will or the laws shall become immediately fully exercisable as of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's deathany “Change in Control.” (c) If Employee's employment with Shares may be purchased through Xxxxx Xxxxxx: (i) on-line, (ii) via the Company terminates for any reason other than as described in (a) telephone or (biii) above, this Option may be exercised by Employee at any time during the period of three months following such terminationthrough a broker. The Optionee shall designate one, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason a combination, of the death following methods of Employeepurchase: (i) during tender to Xxxxx Xxxxxx of a period check for the full Xxxxx Xxxxx of one year following Employee's death if Employee dies during the shares with respect to which such three-month periodOption or portion thereof is exercised, but in each case only as or (ii) by delivery to Xxxxx Xxxxxx of a number of shares of Stock which have been owned by the holder for at least six (6) months prior to the date of exercise having an aggregate Fair Market Value of not less than the product of the Xxxxx Xxxxx multiplied by the number of shares Employee was entitled the Optionee intends to purchase hereunder upon exercise of this the Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from on the date of grant hereof. The purchase price of shares as delivery, or (iii) instructions to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company Xxxxx Xxxxxx that shares of Stock having acquired as a fair market value equal result of the option exercise be immediately sold and that Xxxxx Xxxxxx deliver the full Xxxxx Xxxxx to the purchase priceCompany, or (c) together with any combination of tax withholdings, whereupon the net cash or Stock. No fraction of a share proceeds and/or shares of Stock shall be issued by forwarded to the Optionee. The Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rathermay establish special terms and conditions for this “cashless” exercise, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have at any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise time may terminate availability of this Optionform of purchase.

Exercise of Option. Subject The Company hereby grants to Optionee an option to purchase a total of ____ shares of the authorized and unissued Common Stock of the Company, having a par value of $.001 per share, at the price of $___ per share, upon and subject to the earlier following terms and conditions: (a) The within option may be exercised only before the expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full ten (10) years from the date of grant hereof to this Agreement, and within such period, only at the following times and in the following amounts: (i) After the expiration of one (1) year from the date of such exercisethis Agreement, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and option may be exercised only by Employee during Employee's lifetime. This Option to the extent of not more than ____ shares; (ii) After the expiration of two (2) years from the date of this Agreement, the option may be exercised only while Employee remains an employee to the extent of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that:not more than ____ shares; (aiii) If Employee's employment with After the Company terminates by reason expiration of disability three (within 3) years from the meaning date of section 22(e)(3) of this Agreement, the Code), this Option option may be exercised to the extent of not more than ____ shares; (iv) After the expiration of four (4) years from the date of this Agreement, the option may be exercised to the extent of not more than ____ shares; it being expressly understood and agreed that in full by Employee the event the within option is not exercised on or before the expiration of ten (10) years from the date of this Agreement, as to any part or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason all of the death shares which may be purchased under the option, the right to purchase such shares shall, upon the expiration of Employeesaid ten (10) at any time during the period of one year following such terminationyears, completely lapse. (b) If Employee dies while Each exercise of the within option shall be by delivery to the Company, at its then principal office (to the attention of the Secretary) of written notice stating the number of shares to be purchased and a date (not less than ten (10) business days after the date of the notice) on which the purchase is to be made, accompanied by payment in full of the employ option price of such shares. The option price shall be payable in United States dollars in cash or by certified check, bank draft, postal or express money order; provided, however, that in lieu of payment in full in cash, an optionee may, with the approval of the Administrator of the Plan, exercise his/her option by tendering to the Company shares of the Company, Employee's estate, ’s Common Stock owned by him and having a fair market value (as determined by the Administrator of the Plan in its absolute discretion) equal to the cash exercise price (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's deathbalance thereof) applicable to his/her option. (c) If Employee's employment with In the event of each exercise of the within option, the Company terminates shall deliver to the Optionee, personally or at such address as he/she may specify in the above mentioned notice, on or before the purchase date stated in said notice, a certificate made out to the Optionee for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Optionbeing purchased.

Exercise of Option. (FOR INITIAL GRANTS TO DIRECTORS AS OF THE EFFECTIVE DATE OF THE PLAN: Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal principle executive office addressed to the attention of its Chairman, President and Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased PERCENTAGE OF SHARES NUMBER OF FULL YEARS THAT MAY BE PURCHASED -------------------- --------------------- Less than LESS THAN 1 year YEAR 0% 1 year 20YEAR 33.33% 2 years 40YEARS 66.66% 3 years 60YEARS OR MORE 100.00% 4 years 80% 5 years or more 100% (SUBSEQUENT GRANTS TO DIRECTORS AS OF ANNUAL MEETINGS OF THE STOCKHOLDERS OF THE COMPANY:) Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of Chairman, President and Chief Executive Officer, at any time from time to time following six months after the date of grant hereof. This Option is not transferable by Employee Director otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee Director (or Director's guardian or legal representative) during EmployeeDirector's lifetime. This If a Director's membership on the Board of Directors of the Company (the "Board") terminates, this Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except thatas follows: (a) If EmployeeDirector's employment with membership on the Company Board terminates for cause or voluntarily by Director (other than by reason of disability (within mandatory retirement pursuant to the meaning of section 22(e)(3) policy of the Code), this Option may be exercised in full by Employee (or Employee's estate or Board) not at the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason request of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while in the employ of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) aboveBoard, this Option may be exercised by Employee Director at any time during the period of three months following such termination, or by EmployeeDirector's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of EmployeeDirector) during a period of one year following EmployeeDirector's death if Employee Director dies during such three-month period, but in each case only as to the number of shares Employee Director was entitled to purchase hereunder upon exercise of this Option as of the date EmployeeDirector's employment membership of the Board so terminates. This Option For purposes of this Agreement, "cause" shall not be exercisable mean Director's gross negligence or willful misconduct in any event after the expiration performance of ten years from the date of grant hereof. The purchase price of shares his duties as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase pricedirector, or (c) any combination of cash or Stock. No fraction Director's final conviction of a share of Stock shall be issued by the Company upon exercise of an Option felony or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Optionmisdemeanor involving moral turpitude.

Exercise of Option. Subject to the earlier expiration following terms, you may exercise the vested portions of this the Option as herein during the five (5) year period commencing on the date any such portion shall vest; provided, this however, that in the event you cease to be an employee of the Company prior to three years from the date of your original employment by reason of your voluntary resignation or dismissal by the Company for cause, as such term is defined in the Employment Agreement, the Option and any rights underlying the Option, to the extent not previously exercised shall terminate upon the termination simultaneously with your employment with the Company and any shares so purchased by you shall be forfeit to the Company. If your employment with the Company terminates because of your voluntary resignation or dismissal by the Company for cause after the third anniversary of the commencement thereof, you may be exercisedexercise any all or any part of the then unexercised vested portion of the Option within two years of the date of termination of your employment by the Company. If you shall die, become disabled (as such term is defined in the Employment Agreement) or your employment is terminated by the Company without cause, you or your estate, as the case may be, may exercise any vested but unexercised portion of the Option, in whole or in part, within the lesser of (i) the time remaining for exercise of any vested but unexercised portion of the Option or (ii) two (2) years from the date of your death, disability or termination without cause, by written notice delivered to the Company Company; provided, however, that in the event you exercise any portion of the Option for less than the entire amount of such portion, you must exercise the Option for at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage least 20% of the aggregate number of shares offered of the Common Stock applicable to that portion of the Option. Payment of the Option Price for the shares of Common Stock purchased upon exercise shall be made by this delivery to the Company of a certified or bank cashier’s check payable to the Company in the amount of the Option determined Price multiplied by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee shares of the Company and will terminate and cease Common Stock you intend to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such terminationpurchase. (b) If Employee dies while in the employ of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject (a) Prior to its expiration or termination, and except as hereinafter provided, the earlier expiration Employee’s right to exercise the Option shall vest, and the Employee may exercise the Option, as follows: (i) At any time after the first anniversary of the date of this Option as herein providedAgreement, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee as to not more than one third (1/3) of Shares originally subject to this Option; (ii) At any time after the second anniversary of the Company and will terminate and cease date of this Option Agreement, the Option may be exercised as to be exercisable upon Employee's termination not more than an aggregate of employment with two thirds (2/3) of the Company, except that:Shares originally subject to this Option; and (aiii) If At any time after the third anniversary of the date of this Option Agreement, the Option may be exercised as to all or any part of the Shares originally subject to this Option. (iv) Notwithstanding anything to the contrary herein, if the Employee's ’s employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise its Subsidiaries is terminated by reason of the death Employee’s death, Disability or retirement on or after the Employee’s sixty-fifth birthday, the Option shall become exercisable in full as of Employee) at any time during the period date of one year following such termination. (v) Notwithstanding anything to the contrary herein, if (x) the Employee’s employment with the Company and its Subsidiaries is completely terminated by the Company for any reason other than Cause or by the Employee for Good Reason, in either case, following a Change in Control, the Option shall become exercisable in full immediately prior to such termination of employment or (y) the Option is terminated in connection with a Change in Control and not assumed or replaced with a substituted option or other right having a substantially equivalent value and substantially equivalent or better terms and conditions, then the Option shall become exercisable in full prior to such termination as provided in the Plan. 10834799 v1 29661932.2 (b) If Employee dies while in In order to exercise the employ Option, the person or persons entitled to exercise it shall deliver to the Company written notice of the number of full Shares with respect to which the Option is to be exercised. Such notice shall be delivered to the Company, Employee's estate, ’s Chief Financial Officer or such other person as the person who acquires this Option Committee may designate. The notice shall be accompanied by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option payment in full at for any time during the period of one year following the date of Employee's deathShares being purchased, which payment shall be in cash. (c) If Employee's employment with No Shares shall be issued until full payment therefor has been made, and the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason shall have none of the death rights of Employee) during a period shareholder in respect of one year following Employee's death if such Shares until full payment therefor has been made. For greater certainty, the Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years entitled to receive a cash payment from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon the exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except (a) Except as otherwise provided belowby Sections 2.2(b) and 2.2(c) hereof, this the Option shall not be vest and become exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 025% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company Option Shares shall vest and will terminate and cease to be become exercisable upon Employee's termination of employment with on the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) first anniversary of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason Grant Date; 25% of the death Option Shares shall vest and become exercisable on the second anniversary of Employee) at any time during the period Grant Date; 25% of one year following such terminationthe Option Shares shall vest and become exercisable on the third anniversary of the Grant Date; and the remaining 25% of the Option Shares shall vest and become exercisable on the fourth anniversary of the Grant Date. (b) If Employee dies while All or any part of any Option, to the extent unexercised, shall terminate immediately if the Optionee ceases to be an employee of the Corporation or (if applicable) ceases to be a consultant to the Corporation, except that the Optionee shall have until the end of three (3) months (extendible in the employ sole discretion of the CompanyCommittee to the end of six (6) months) following the date he or she ceases to be an employee of, Employeeor consultant to, the Corporation to exercise any exercisable Option rights that he or she could have exercised on the day on which such employment or service terminated; provided, however, that such exercise must be accomplished prior to the expiration of the Option Term. Notwithstanding the foregoing, if the Optionee ceases to be an employee of, or a consultant to, the Corporation due to (i) retirement on or after attaining the age of sixty-five (65) years (or such earlier date as such person shall be permitted under the Corporation's estateretirement plan), (ii) disability (as such term is defined in Section 422(c)(6) of the Internal Revenue Code, the existence of which shall be conclusively determined by the Committee in its sole discretion) or (iii) death, then the Optionee, or the person who acquires this Option by will or Optionee's Legal Representative, shall have the laws of descent and distribution or otherwise by reason right to exercise the portion of the death Option which is then vested and exercisable at the time of Employeesuch retirement, may exercise this disability or death, but, in each case, only to the extent that the portion of the Option which is then exercisable is exercised (i) within three (3) months following the Optionee's retirement (extendible in full at any time during the period discretion of the Committee to six (6) months), (ii) within one (1) year following the date of EmployeeOptionee's disability, or (iii) within one (1) year following the Optionee's death, as the case may be; provided, further, that such exercise must be accomplished prior to the expiration of the Option Term. If the Optionee ceases to be an employee of, or a consultant to, the Corporation because of the Optionee's violation of his or her duties to the Corporation, the existence of such violation to be conclusively determined by the Committee in its sole discretion, any unexercised portion of the Option shall immediately terminate and the Optionee shall have no right to exercise any unexercised portion of the Option he or she might have exercised prior to the date he or she ceased to be an employee of, or a consultant to, the Corporation. When the Optionee ceases to be an employee of, or a consultant to, the Corporation, any portion of the Option held by the Optionee which is not then exercisable shall immediately lapse and be canceled. (c) If Employee's employment with Upon a Change in Control, the Company terminates for any reason other than as described in (a) or (b) aboveOption, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option extent outstanding and not yet exercisable, shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Optionbecome fully exercisable.

Exercise of Option. Subject Grantee may exercise the Option, with respect to any or all of the Option Shares at any one time, subject to the earlier expiration provisions of Section 2(c), upon the occurrence of a Purchase Event (as defined in Section 7(c)), except that (i) subject to the last sentence of this Section 2(a), the Option as herein providedwill terminate and be of no further force and effect upon the earliest to occur of (A) the Effective Time, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time (B) six months after the date of grant hereofon which a Purchase Event (as defined herein) occurs, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage and (C) termination of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof Merger Agreement in accordance with its terms prior to the date occurrence of a Purchase Event, unless, in the case of clause (C), the Grantee has the right to receive the Company Termination Fee following such exercisetermination upon the occurrence of certain events, in which case the Option will not terminate until the later of (x) six months following the time such Company Termination Fee becomes payable and (y) the expiration of the period in which the Grantee has such right to receive the Company Termination Fee, and (ii) any purchase of Option Shares upon exercise of the Option will be subject to compliance with the HSR Act and the obtaining or making of any consents, approvals, orders, notifications or authorizations, the failure of which to have obtained or made would have the effect of making the issuance of Option Shares illegal (the "Regulatory Approvals") and no preliminary or permanent injunction or other order by any court of competent jurisdiction prohibiting or otherwise restraining such issuance shall be in effect. Notwithstanding the termination of the Option, Grantee will be entitled to purchase the Option Shares if it has exercised the Option in accordance with the following schedule: Percentage terms hereof prior to the termination of the Option, and the termination of the Option will not affect any rights hereunder which by their terms do not terminate or expire prior to or as of such termination. (i) In the event that Grantee wishes to exercise the Option, it will send to Issuer a written notice (an "Exercise Notice"; the date of which being herein referred to as the "Notice Date") to that effect which Exercise Notice also specifies the number of Option Shares, if any, Grantee wishes to purchase pursuant to this Section 2(b), the number of Option Shares, if any, with respect to which Grantee wishes to exercise its Cash-Out Right (as defined herein) pursuant to Section 7(c), the denominations of the certificate or certificates evidencing the Option Shares Number which Grantee wishes to purchase pursuant to this Section 2(b) and a date not earlier than 20 business days nor later than 30 business days from the Notice Date for the closing (an "Option Closing") of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years such purchase (an "Option Closing Date"). Any Option Closing will be at an agreed location and time in New York, New York on the applicable Option Closing Date or more 100% This at such later date as may be necessary so as to comply with clause (ii) of Section 2(a). (ii) Notwithstanding anything to the contrary contained herein, any exercise of the Option and purchase of Option Shares shall be subject to compliance with applicable laws and regulations, which may prohibit the purchase of all the Option Shares specified in the Exercise Notice without first obtaining or making certain Regulatory Approvals. In such event, if the Option is not transferable by Employee otherwise than by will or exercisable and Grantee wishes to exercise the laws of descent and distributionOption, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or accordance with Section 2(b) and Grantee shall acquire the person who acquires this maximum number of Option by will or Shares specified in the Exercise Notice that Grantee is then permitted to acquire under the applicable laws of descent and distribution or otherwise by reason regulations, and if Grantee thereafter obtains the Regulatory Approvals to acquire the remaining balance of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while Option Shares specified in the employ Exercise Notice, then Grantee shall be entitled to acquire such remaining balance. Issuer agrees to use its reasonable best efforts to assist Grantee in seeking the Regulatory Approvals. In the event (i) Grantee receives official notice that a Regulatory Approval required for the purchase of the Company, Employee's estate, any Option Shares will not be issued or the person who acquires this Option by will granted or the laws (ii) such Regulatory Approval has not been issued or granted within six months of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) aboveExercise Notice, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares Grantee shall have been issued by the Company to Employee, Employee (or the person permitted right to exercise this Option in the event of Employee's deathits Cash-Out Right (as defined herein) shall not be or have any of the rights or privileges of a shareholder of the Company pursuant to Section 7(c) with respect to shares acquirable upon an exercise of this Optionthe Option Shares for which such Regulatory Approval will not be issued or granted or has not been issued or granted.

Exercise of Option. Subject to (a) If not then in material breach of the earlier expiration of this Option as herein providedTransaction Documents, this Option CFX may be exercisedexercise the Option, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officerin whole or part, at any time and or from time to time after if a Purchase Event shall have occurred and be continuing; provided that, to the date of grant hereof, but, except as otherwise provided below, this extent the Option shall not have been exercised, it shall terminate and be exercisable for more than a percentage of no further force and effect upon the earliest to occur of (i) the Effective Date, (ii) termination of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, Transaction Documents in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee terms of the Company and will terminate and cease to be exercisable upon Employee's Reorganization Agreement before the occurrence of a Purchase Event (other than a termination resulting from a willful breach by Community, Concord Bank or Centerpoint Bank of any Specified Covenant contained in the Reorganization Agreement) or (iii) six months after the termination of employment the Transaction Documents if such termination follows the occurrence of a Purchase Event or is due to a willful material breach by Community, Concord Bank or Centerpoint Bank of any Specified Covenant contained in the Reorganization Agreement; and provided further that any such exercise shall be subject to compliance with the Company, except that: (a) If Employee's employment with the Company terminates by reason applicable provisions of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such terminationlaw. (b) If Employee dies while in the employ more than one of the Companytransactions giving rise to a Purchase Event is undertaken or effected, Employee's estatethen all such transactions shall give rise only to one Purchase Event, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's deathwhich Purchase Event shall be deemed continuing for all purposes hereunder until all such transactions are abandoned. (c) If Employee's employment In the event CFX wishes to exercise the Option, it shall send to Community a written notice (the date of which being herein referred to as the "Notice Date") specifying (i) the total number of shares it will purchase pursuant to such exercise, and (ii) a place and date not earlier than three business days nor later than 30 business days from the Notice Date for the closing of such purchase (the "Closing Date"); provided that, if prior notification to or approval of any federal or state regulatory agency is required in connection with such purchase, CFX shall promptly file the Company terminates required notice or application for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during approval and shall expeditiously process the same and the period of three months following such termination, or by Employee's estate (or the person who acquires time that otherwise would run pursuant to this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option sentence shall not be exercisable in any event after the expiration of ten years run instead from the date of grant hereof. The purchase price of shares as to on which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft any required notification period has expired or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, been terminated or (c) such approval has been obtained and any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares requisite waiting period shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Optionpassed.

Exercise of Option. Subject Grantee may exercise the Option, with respect to any or all of the Option Shares at any one time, subject to the earlier expiration provisions of Section 2(c), upon the occurrence of a Purchase Event (as defined in Section 7(c)), except that (i) subject to the last sentence of this Section 2(a), the Option as herein providedwill terminate and be of no further force and effect upon the earliest to occur of (A) the Effective Time, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time (B) six months after the date of grant hereofon which a Purchase Event (as defined herein) occurs, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage and (C) termination of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof Merger Agreement in accordance with its terms prior to the date occurrence of a Purchase Event, unless, in the case of clause (C), the Grantee has the right to receive the Parent Termination Fee following such exercisetermination upon the occurrence of certain events, in which case the Option will not terminate until the later of (x) six months following the time such Parent Termination Fee becomes payable and (y) the expiration of the period in which the Grantee has such right to receive a Parent Termination Fee, and (ii) any purchase of Option Shares upon exercise of the Option will be subject to compliance with the HSR Act and the obtaining or making of any consents, approvals, orders, notifications or authorizations, the failure of which to have obtained or made would have the effect of making the issuance of Option Shares illegal (the "Regulatory Approvals") and no preliminary or permanent injunction or other order by any court of competent jurisdiction prohibiting or otherwise restraining such issuance shall be in effect. Notwithstanding the termination of the Option, Grantee will be entitled to purchase the Option Shares if it has exercised the Option in accordance with the following schedule: Percentage terms hereof prior to the termination of the Option, and the termination of the Option will not affect any rights hereunder which by their terms do not terminate or expire prior to or as of such termination. (i) In the event that Grantee wishes to exercise the Option, it will send to Issuer a written notice (an "Exercise Notice"; the date of which being herein referred to as the "Notice Date") to that effect which Exercise Notice also specifies the number of Option Shares, if any, Grantee wishes to purchase pursuant to this Section 2(b), the number of Option Shares, if any, with respect to which Grantee wishes to exercise its Cash-Out Right (as defined herein) pursuant to Section 7(c), the denominations of the certificate or certificates evidencing the Option Shares Number which Grantee wishes to purchase pursuant to this Section 2(b) and a date not earlier than 20 business days nor later than 30 business days from the Notice Date for the closing (an "Option Closing") of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years such purchase (an "Option Closing Date"). Any Option Closing will be at an agreed location and time in New York, New York on the applicable Option Closing Date or more 100% This at such later date as may be necessary so as to comply with clause (ii) of Section 2(a). (ii) Notwithstanding anything to the contrary contained herein, any exercise of the Option and purchase of Option Shares shall be subject to compliance with applicable laws and regulations, which may prohibit the purchase of all the Option Shares specified in the Exercise Notice without first obtaining or making certain Regulatory Approvals. In such event, if the Option is not transferable by Employee otherwise than by will or exercisable and Grantee wishes to exercise the laws of descent and distributionOption, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or accordance with Section 2(b) and Grantee shall acquire the person who acquires this maximum number of Option by will or Shares specified in the Exercise Notice that Grantee is then permitted to acquire under the applicable laws of descent and distribution or otherwise by reason regulations, and if Grantee thereafter obtains the Regulatory Approvals to acquire the remaining balance of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while Option Shares specified in the employ Exercise Notice, then Grantee shall be entitled to acquire such remaining balance. Issuer agrees to use its reasonable best efforts to assist Grantee in seeking the Regulatory Approvals. In the event (i) Grantee receives official notice that a Regulatory Approval required for the purchase of the Company, Employee's estate, any Option Shares will not be issued or the person who acquires this Option by will granted or the laws (ii) such Regulatory Approval has not been issued or granted within six months of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) aboveExercise Notice, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares Grantee shall have been issued by the Company to Employee, Employee (or the person permitted right to exercise this Option in the event of Employee's deathits Cash-Out Right (as defined herein) shall not be or have any of the rights or privileges of a shareholder of the Company pursuant to Section 7(c) with respect to shares acquirable upon an exercise of this Optionthe Option Shares for which such Regulatory Approval will not be issued or granted or has not been issued or granted.

Exercise of Option. The Option may not be exercised in whole or in part after the expiration of ten (10) years from the date of this Agreement. Subject to the earlier expiration foregoing, the Option may not be exercised during the first year of this Option as herein providedAgreement; after the first year and through the second year, this the Option may be exercised, by written notice exercised as to not more than twenty percent (20%) of the Company at its principal executive office addressed total option shares; through the third year as to not more than forty percent (40%) of the attention total option shares; through the fourth year as to not more than sixty percent (60%) of its Chief Executive Officer, the total option shares; through the fifth year as to not more than eighty percent (80%) of the total option shares; and during the sixth year and at any time and from time to time after thereafter during the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage remaining term of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof as to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years all or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee any part of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with option shares. Notwithstanding the Companypreceding sentence, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (in the event of a change in control of the Company or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of upon the death of the Employee) at any time during the period , as provided in paragraph 7(b), below. For purposes of one year following such termination. (b) If Employee dies while this Agreement, a "change in the employ control of the Company" shall be deemed to have occurred if any person or entity, Employee's estateother than the Company, any person who on the day hereof is an officer or director of the Company or the person who acquires this Option by will Company's tax-qualified employee stock ownership plan, is or becomes the laws beneficial owner, directly or indirectly, of descent and distribution or otherwise by reason securities of the death Company representing twenty-five percent (25%) or more of Employeethe combined voting power of the Company's then outstanding securities; or, may exercise this Option in full at during any time period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of one year following the date Directors of Employee's death. (c) If Employee's employment with the Company terminates cease for any reason other than as described to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved by directors representing at least a majority of the directors then in office who were directors at the beginning of the period. The Option may be exercised during the lifetime of the Employee only by the Employee. Full payment for the shares purchased shall be made at the time of exercising the Option in whole or in part. Such payment may be made either (a) in cash, or (b) abovein the discretion of the Committee, this Option may be exercised by Employee at any time during delivering shares of stock to the period of three months following such terminationCompany (the "Delivered Stock"), or by Employee's estate (or the person who acquires this Option by will or the laws a combination of descent cash and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option Delivered Stock. Delivered Stock shall be valued at its fair market value determined as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to exercise of the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stockoption. No fraction of a share of Stock shares shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash until full payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have them has been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Optionmade.

Exercise of Option. Subject (a) Grantee may exercise the Option, with respect to any or all of the Option Shares at any one time, subject to the earlier expiration provisions of Section 2(c), upon the occurrence of a Purchase Event (as defined in Section 7(c)), except that (i) subject to the last sentence of this Section 2(a), the Option as herein providedwill terminate and be of no further force and effect upon the earliest to occur of (A) the Effective Time, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time (B) six months after the date of grant hereofon which a Purchase Event (as defined herein) occurs, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage and (C) termination of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof Merger Agreement in accordance with its terms prior to the date occurrence of a Purchase Event, unless, in the case of clause (C), the Grantee has the right to receive the Company Termination Fee following such exercisetermination upon the occurrence of certain events, in which case the Option will not terminate until the later of (x) six months following the time such Company Termination Fee becomes payable and (y) the expiration of the period in which the Grantee has such right to receive the Company Termination Fee, and (ii) any purchase of Option Shares upon exercise of the Option will be subject to compliance with the HSR Act and the obtaining or making of any consents, approvals, orders, notifications or authorizations, the failure of which to have obtained or made would have the effect of making the issuance of Option Shares illegal (the "Regulatory Approvals") and no preliminary or permanent injunction or other order by any court of competent jurisdiction prohibiting or otherwise restraining such issuance shall be in effect. Notwithstanding the termination of the Option, Grantee will be entitled to purchase the Option Shares if it has exercised the Option in accordance with the following schedule: Percentage terms hereof prior to the termination of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distributionOption, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee the termination of the Company and Option will not affect any rights hereunder which by their terms do not terminate and cease or expire prior to be exercisable upon Employee's termination or as of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while in In the employ of event that Grantee wishes to exercise the CompanyOption, Employee's estate, or the person who acquires this Option by it will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following send to Issuer a written notice (an "Exercise Notice"; the date of Employee's deathwhich being herein referred to as the "Notice Date") to that effect which Exercise Notice also specifies the number of Option Shares, if any, Grantee wishes to purchase pursuant to this Section 2(b), the number of Option Shares, if any, with respect to which Grantee wishes to exercise its Cash- Out Right (as defined herein) pursuant to Section 7(c), the denominations of the certificate or certificates evidencing the Option Shares which Grantee wishes to purchase pursuant to this Section 2(b) and a date not earlier than 20 business days nor later than 30 business days from the Notice Date for the closing (an "Option Closing") of such purchase (an "Option Closing Date"). Any Option Closing will be at an agreed location and time in New York, New York on the applicable Option Closing Date or at such later date as may be necessary so as to comply with clause (ii) of Section 2(a). (c) If Employee's employment Notwithstanding anything to the contrary contained herein, any exercise of the Option and purchase of Option Shares shall be subject to compliance with applicable laws and regulations, which may prohibit the Company terminates for any reason other than as described purchase of all the Option Shares specified in (a) the Exercise Notice without first obtaining or (b) abovemaking certain Regulatory Approvals. In such event, this if the Option is otherwise exercisable and Grantee wishes to exercise the Option, the Option may be exercised by Employee at any time during in accordance with Section 2(b) and Grantee shall acquire the period maximum number of three months following such terminationOption Shares specified in the Exercise Notice that Grantee is then permitted to acquire under the applicable laws and regulations, or by Employee's estate (or and if Grantee thereafter obtains the person who acquires this Option by will or Regulatory Approvals to acquire the laws of descent and distribution or otherwise by reason remaining balance of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month periodOption Shares specified in the Exercise Notice, but in each case only as to the number of shares Employee was then Grantee shall be entitled to acquire such remaining balance. Issuer agrees to use its reasonable best efforts to assist Grantee in seeking the Regulatory Approvals. In the event (i) Grantee receives official notice that a Regulatory Approval required for the purchase hereunder upon exercise of this any Option as Shares will not be issued or granted or (ii) such Regulatory Approval has not been issued or granted within six months of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company)Exercise Notice, (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares Grantee shall have been issued by the Company to Employee, Employee (or the person permitted right to exercise this Option in the event of Employee's deathits Cash-Out Right (as defined herein) shall not be or have any of the rights or privileges of a shareholder of the Company pursuant to Section 7(c) with respect to shares acquirable upon an exercise of this Optionthe Option Shares for which such Regulatory Approval will not be issued or granted or has not been issued or granted.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officeroffice, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 020 % 1 year 2040 % 2 years 4060 % 3 years 6080 % 4 years 80% 5 years or more 100100 % This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of Employee’s employment with the Company, except that: (a) If Employee's ’s employment with the Company terminates by for any reason other than cause (as such term is defined in subparagraph (d) below) on or after the date upon which Employee both attains age 60 and completes five or more years of disability employment with the Company (within the meaning of section 22(e)(3) of the Code“Retirement Date”), this Option may be exercised in full by Employee (or Employee's ’s guardian or legal representative or Employee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, or by a Permitted Transferee who acquires this Option pursuant to Paragraph 5 of this Agreement) at any time during the period of one year three years following such termination, but only as to the number of shares Employee was entitled to purchase hereunder as of the date Employee so terminates. (b) If Employee dies while in Employee’s employment with the employ Company terminates by reason of disability (within the meaning of section 22(e)(3) of the CompanyCode) prior to Employee’s Retirement Date, this Option may be exercised by Employee (or Employee's estate, ’s guardian or legal representative or Employee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, or by a Permitted Transferee who acquires this Option pursuant to Paragraph 5 of this Agreement) at any time during the period of one year following such termination, but only as to the number of shares Employee was entitled to purchase hereunder as of the date Employee so terminates. (c) If Employee dies while in the employ of the Company prior to Employee’s Retirement Date, Employee’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, or a Permitted Transferee who acquires this Option pursuant to Paragraph 5 of this Agreement) may exercise this Option in full at any time during the period of one year following the date of Employee's ’s death, but only as to the number of shares Employee was entitled to purchase hereunder as of the date Employee so terminates. (cd) If Employee's ’s employment with the Company terminates for any reason or at any time other than as described in (a), (b) or (bc) above, unless Employee voluntarily terminates such employment or such employment is terminated for cause, this Option may be exercised by Employee Employee, or by a Permitted Transferee who acquires this Option pursuant to Paragraph 5 of this Agreement, at any time during the period of three months following such termination, or by Employee's ’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's ’s death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's ’s employment with the Company so terminates. The Committee appointed by the Board of Directors (the “Board”) to administer the Plan (the “Committee”) may, in its sole discretion, advise Employee in writing, prior to a voluntary termination of Employee’s employment, that such termination will be treated for purposes of this subparagraph as an involuntary termination for a reason other than cause. As used in this Paragraph 3, the term “cause” shall mean Employee (i) has been convicted of a misdemeanor involving moral turpitude or of a felony, (ii) has engaged in gross negligence or willful misconduct in the performance of the duties of Employee’s employment, (iii) has willfully disregarded any written corporate policies established by the Company, or (iv) has materially breached any material provision of any written agreement between Employee and the Company or any of its affiliates. This Option shall not be exercisable in any event after the expiration of ten five years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's ’s death, or a Permitted Transferee, as applicable) shall not be or have any of the rights or privileges of a shareholder stockholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject to the earlier expiration of this the Option as herein provided, this the Option may be exercised, exercised by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereofStock Option Plan Administrator, but, except as otherwise provided below, this the Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this the Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following vesting schedule: Percentage of Shares Number of Full Years That May Be Purchased (Date) Percentage of Shares -------------------- --------------------- -------------------- Less than 1 year 0% 1 year 20(Date) 25% 2 years 40(Date) 50% 3 years 60(Date) 75% 4 years 80% 5 years or more (Date) 100% This The Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, or pursuant to a "qualified domestic relations order" as defined by the Code, and may be exercised during Director's lifetime only by Employee during EmployeeDirector, Director's lifetimeguardian or legal representative or a transferee under a qualified domestic relations order. This Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Option or of such rights contrary to the provisions hereof or the Plan, or upon the levy of any attachment or similar process upon the Option or such rights, the Option and such rights shall immediately become null and void. The Option may be exercised only while Employee Director remains an employee a Director of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except thatsubject to the following exceptions: (a) If EmployeeDirector's employment with term of office as a director of the Company terminates by reason of is terminated due to disability (within disability being defined as being physically or mentally incapable of performing either the meaning of section 22(e)(3) Director's usual duties or any other duties that the Company reasonably makes available and such condition is likely to remain continuously and permanently, as determined by the Company), the vested portion of the Code), this Option may be exercised in full by Employee Director (or EmployeeDirector's estate or the person who acquires this the Option by will or the laws of descent and distribution or otherwise by reason of the death of EmployeeDirector) at any time during the period of one year three years following such termination. (b) If Employee dies while Director's term of office as a director of the Company terminates by reason of Director's death or for any reason other than as set forth in subparagraph (a) above, the portion of the Option vested at the time of such termination may be exercised by Director or, in the employ case of the CompanyDirector's death, Employeeby Director's estate, estate (or the person who acquires this the Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full Director's death) at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for such death or termination. Notwithstanding any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise provision of this Option as of Agreement, the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereofhereof (the "Expiration Date"). The purchase price of shares as to which this the Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any by a combination of cash or Stock. Payment may also be made by delivery (including by facsimile transmission) to the Company of a properly executed and irrevocable Notice of Exercise form, coupled with irrevocable instructions to a broker-dealer to simultaneously sell a sufficient number of the shares as to which the Option is exercised and deliver directly to the Company that portion of the sales proceeds representing the exercise price and applicable minimum withholding taxes ("Cashless Exercise") or by such other similar process approved by the Committee. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee Director shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to EmployeeDirector, Employee Director (or the person permitted to exercise this the Option in the event of EmployeeDirector's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this the Option.

Exercise of Option. Subject (a) Grantee may exercise the Option, with ------------------ respect to any or all of the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, Shares at any time and from time or times, subject to time the provisions of Section 2(c), after the date occurrence of grant hereofany event as a result of which the Grantee is unconditionally entitled to receive the Termination Fee pursuant to Section 5.10(b) of the Merger Agreement (a "Purchase Event"); -------------- provided, but, that (i) except as otherwise provided belowin the last sentence of this Section 2(a), this -------- the Option shall not will terminate and be exercisable for more than of no further force and effect upon the earliest to occur of (A) the Effective Time and (B) 15 months after the first occurrence of a percentage Purchase Event, and (ii) any purchase of Option Shares upon exercise of the aggregate number Option will be subject to compliance with the HSR Act and the obtaining or making of shares offered by this any consents, approvals, orders, notifications, filings or authorizations, the failure of which to have obtained or made would have the effect of making the issuance of Option determined by Shares to Grantee illegal (the number "Regulatory Approvals"). Notwithstanding the termination of full years from the date of grant hereof Option, Grantee -------------------- will be entitled to purchase the date of such exercise, Option Shares if it has exercised the Option in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or terms hereof prior to the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee termination of the Company Option and will terminate and cease to be exercisable upon Employee's the termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates Option will not affect any rights hereunder which by reason their terms do not terminate or expire prior to or as of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while in In the employ event that Grantee is entitled to and wishes to exercise the Option, it will send to Issuer a written notice (an "Exercise Notice"; the --------------- date of such notice being herein referred to as the "Notice Date") to that effect which Exercise Notice also ----------- specifies the number of Option Shares, if any, Grantee wishes to purchase pursuant to this Section 2(b), the denominations of the Companycertificate or certificates evidencing the Option Shares which Grantee wishes to purchase pursuant to this Section 2(b) and a date (an "Option Closing Date"), Employee's estatesubject to ------------------- the following sentence, not earlier than seven business days nor later than 20 business days from the Notice Date for the closing of such purchase (an "Option ------ Closing"). Any Option Closing will be at an agreed location and time in New ------- York, New York on the applicable Option Closing Date or at such later date as may be necessary so as to comply with the person who acquires this Option by will or the laws first sentence of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's deathSection 2(a). (c) If Employee's employment Notwithstanding anything to the contrary contained herein, any exercise of the Option and purchase of Option Shares shall be subject to compliance with applicable laws and regulations, which may prohibit the Company terminates for any reason other than as described purchase of all the Option Shares specified in (a) the Exercise Notice without first obtaining or (b) abovemaking certain Regulatory Approvals. In such event, this if the Option is otherwise exercisable and Grantee wishes to exercise the Option, the Option may be exercised by Employee at any time during in accordance with Section 2(b) and Grantee shall acquire the period maximum number of three months following such terminationOption Shares specified in the Exercise Notice that Grantee is then permitted to acquire under the applicable laws and regulations, or by Employee's estate (or and if Grantee thereafter obtains the person who acquires this Option by will or Regulatory Approvals to acquire the laws of descent and distribution or otherwise by reason remaining balance of the death Option Shares specified in the Exercise Notice, then Grantee shall be entitled to acquire such remaining balance. Issuer agrees to use its reasonable best efforts (as defined in the Merger Agreement) to assist Grantee in seeking the Regulatory Approvals. In the event (i) Grantee receives official notice that a Regulatory Approval required for the purchase of Employeeany Option Shares will not be issued or granted or (ii) during a period such Regulatory Approval has not been issued or granted within six months of one year following Employee's death if Employee dies during such three-month periodthe date of the Exercise Notice, but in each case only as then with respect to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall Shares for which such Regulatory Approval will not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including checkissued or granted or has not been issued or granted, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares Grantee shall have been issued by the Company to Employee, Employee (or the person permitted right to exercise this Option in the event of Employee's deathits Cash-Out Right pursuant to Section 6(c) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise such number of this OptionOption Shares for which such Regulatory Approval will not be issued or granted or has not been issued or granted.

Exercise of Option. Subject to (a) The Option shall vest in equal [annual/semi-annual] increments over a __-year period with the earlier expiration of this Option first vesting date being , 20__, provided that Optionee remains continuously engaged as herein provideda director, this Option may be exercisedofficer or employee of, by written notice to or consultant or advisor to, the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than or a percentage of the aggregate number of shares offered by this Option determined by the number of full years Related Corporation from the date of grant hereof to through the applicable vesting date: The Committee may accelerate any vesting date of such exercisethe Option, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distributionits discretion, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease if it deems such acceleration to be desirable. Once the Option becomes exercisable, it will remain exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be until it is exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such terminationuntil it terminates. (b) If Employee dies while Notwithstanding any other provision of this Option Agreement, at the discretion of the Board or the Committee (as defined in the employ Plan), the Option, whether vested or unvested, shall be immediately forfeited in the event any of the following events occur: (1) The Optionee is dismissed as an employee based upon fraud, theft, or dishonesty, which is reflected in a written or electronic notice given to the employee; (2) The Optionee purchases or sells securities of the Company in violation of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option ’s xxxxxxx xxxxxxx guidelines then in full at any time during the period of one year following the date of Employee's death.effect; (c3) If Employee's employment The Optionee breaches any duty of confidentiality including that required by the Company’s xxxxxxx xxxxxxx guidelines then in effect; (4) The Optionee competes with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death termination of employment by soliciting customers located within or otherwise where the Company is doing business within any state, or where the Company expects to do business within three months following termination and, in this later event, the Optionee has actual knowledge of such plans; (5) The Optionee recruits Company personnel for another entity or business within 24 months following termination of employment; (6) The Optionee is unavailable for consultation after termination of the Optionee if Employee dies during such three-month periodavailability is a condition of any agreement between the Company and the Optionee; (7) The Optionee fails to assign any invention, but in each case only as technology or related intellectual property rights to the number Company if such assignment is a condition of shares Employee was entitled to purchase hereunder upon exercise of this Option as of any agreement between the date Employee's employment so terminates. This Option shall not be exercisable Company and the Optionee; (8) The Optionee acts in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable a disloyal manner to the order Company; or (9) A finding by the Board that the Optionee has acted against the interests of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject to This Option is immediately and fully vested on the earlier expiration of this Option as herein provided, this date hereof. This Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive OfficerSecretary (or such other officer or employee of the Company as the Company may designate from time to time), at any time and from time to time after the date of grant hereof, butsubject, except as otherwise provided belowhowever, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except thatprovisions: (a) If Employee's employment with the Company terminates by reason of disability "Disability" (within as defined in the meaning employment agreement between the Company and Employee (the "Employment Agreement")), this Option may be exercised, at any time during the one (1) year period following such termination, by Employee or by Employee's guardian or legal representative (or by Employee's estate or the -------- * The number of section 22(e)(3) Shares subject to this Option and the minimum purchase price per share remain subject to adjustment as provided in the Employment Agreement. person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the Codedeath of Employee if Employee dies during such one (1) year period). (b) If Employee dies while in the employ of the Company, Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) may exercise this Option at any time during the one (1) year period following the date of Employee's death. (c) If Employee's employment with the Company is terminated by the Company for any reason other than due to a Disability or for "Cause" (as such terms are defined in the Employment Agreement), this Option may be exercised in full at any time during the one (1) year period following such termination, by Employee or by Employee's guardian or legal representative (or by Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of EmployeeEmployee if Employee dies during such one (1) year period). (d) If Employee terminates his employment with the Company for any reason other than a Good Reason, or the Company terminates Employee for Cause, this Option may be exercised, at any time during the ninety (90) day period of one year following such termination. (b) If , by Employee dies while in the employ of the Company, or by Employee's estate, guardian or legal representative (or by Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee if Employee dies during such ninety (90) day period). (e) If Employee's employment is terminated by Employee for Good Reason (as such term is defined in the Employment Agreement), may exercise this Option in full may be exercised, at any time during the one (1) year period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, by Employee or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such threeone (1) year period. (f) If Employee's employment is terminated by non-month renewal of the Employment Period of the Employment Agreement by the Company or by the Employee, this Option may be exercised at any time during the one (1) year period following such termination by Employee or by Employee's guardian or legal representative (or by Employee's estate or the person who acquires this Option by will or the laws or descent and distribution or otherwise by reason of the death of Employee if Employee dies during such one (1) year period). (g) Notwithstanding the foregoing, but in each case only as to the there is no minimum or maximum number of shares of Stock that must be purchased by Employee was entitled to purchase hereunder upon exercise of this Option as Option. Instead, Employee may, at any time and from time to time, purchase any number of shares of Stock that are then vested and exercisable according to the date Employee's employment so terminates. This provisions of this Agreement. (h) Notwithstanding the foregoing, this Option shall not be exercisable in any event after the expiration of ten (10) years from the date of grant hereof. The purchase price of the shares of Stock as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable by check acceptable to the order of the Company), (b) if the shares are readily tradable on a national securities market or exchange, through a "cashless broker exercise" procedure in accordance with a program established by delivering to the Company shares of Stock having a fair market value equal to the purchase priceCompany, or (c) any combination of cash or Stockthe foregoing. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of StockOption. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject (a) The number of shares subject to this option shall become cumulatively exercisable as follows: _____________________________, with the earlier expiration of this Option as herein provided, this Option may option becoming fully exercisable on _______________. (b) An option shall be exercised, exercisable by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage form prescribed by the Board or the Committee, to the Secretary of Shares Number the Company, at its principal office. The notice shall specify the number of Full Years That May Be Purchased -------------------- --------------------- Less shares for which the option is being exercised (which number, if less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years all of the shares then subject to exercise, shall be 100 or more 100% This Option a multiple thereof) and shall be accompanied by payment (i) in cash or by check of the amount of the full purchase price of such shares or (ii) in such other manner as the Board or the Committee shall deem acceptable. (c) No shares shall be delivered upon exercise of any option until all laws, rules and regulations which the Board or the Committee may deem applicable have been complied with. If a registration statement under the Securities Act of 1933, as amended, is not transferable by Employee otherwise than by will then in effect with respect to the shares issuable upon such exercise, the Company may require, as a condition precedent, that the person exercising the option give to the Company a written representation and undertaking, satisfactory in form and substance to the Board or the laws Committee, that such person is acquiring the shares for their own account for investment and not with a view to the distribution thereof. (d) The person exercising an option shall not be considered a record holder of descent and distribution, and may the stock so purchased for any purpose until the date on which such person is actually recorded as the holder of such stock in the records of the Company. (e) This option shall be exercised exercisable only by Employee during Employee's lifetime. This Option may so long as the Optionee shall continue to be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's within the three-month period after the date of termination of his employment with to the Company, except that:extent it was exercisable on the date prior to the date of termination. (af) If Employee's Notwithstanding the provisions of Section 8(e) above, in the event the Optionee is unable to continue his employment with the Company terminates by reason as a result of his total and permanent disability (within the meaning of as defined in section 22(e)(3) of the Code), he may, but only within 12 months from the date of such disability, exercise this Option option to the extent he was entitled to exercise it on the date of such disability. (g) Notwithstanding the provision of Section 8(e) above, in the event of death of the Optionee: (i) during the term of this option who is at the time of his death an employee of the Company and who shall have been in Continuous Status as an Employee (as defined in the Plan) since the date of grant of this option, this option may be exercised in full exercised, at any time, within 12 months following the date of death, by Employee (or Employeethe Optionee's estate or the by a person who acquires acquired the right to exercise this Option option by will bequest or inheritance, but only to the laws of descent and distribution or otherwise by reason of extent the death of Employee) at any time during option would have been exercisable had the period of one year following such termination. (b) If Employee dies while Optionee continued in the employ of the Company, Employee's estate, or Company for the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the one month period of one year following the date of Employee's death.; or (cii) If within three months after the termination of Continuous Status as an Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, this Option option may be exercised by Employee exercised, at any time during the period of time, within three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as death, by the Optionee's estate or by a person who acquired the right to which this Option is exercised shall be paid in full at exercise the time of exercise (a) in cash (including checkoption by bequest or inheritance, bank draft or money order payable but only to the order extent the option is exercisable on the date of termination. Notwithstanding the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise provisions of this OptionSection 8, in no event shall this option be exercisable after the Termination Date.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive OfficerSecretary, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- PERCENTAGE OF SHARES NUMBER OF FULL YEARS THAT MAV BE PURCHASED Less than - 1 year years 0% 1 year 20years 33.33% 2 years 4066.66% 3 years 60% 4 years 80% 5 years or more 100100.00% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section Section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while in the employ of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, unless Employee voluntarily terminates such employment or such employment is terminated for cause, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. The Committee appointed by the Board of Directors of the Company to administer the Plan (the "Committee") may, in it sole discretion, advise Employee in writing, prior to a voluntary termination of Employee's employment, that such termination will be treated for purposes of this paragraph as an involuntary termination for a reason other than cause. As used in this paragraph, the term "cause" shall mean Employee's gross negligence or willful misconduct in performance of the duties of his employment, or Employee's final conviction of a felony or of a misdemeanor involving moral turpitude. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), or (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any a combination of cash or and Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase exercise price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares share of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this (a) The Option shall not be exercisable for more than a percentage until the first day of the aggregate number of shares offered by this fiscal quarter (February 1 - April 30, May 1 - July 31, August 1 - October 31, November 1 - January 31) following the fiscal quarter that includes the Option determined by Date. Thereafter, the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee for all of the Company and will terminate and cease shares of Stock subject to be the Option. An exercisable upon Employee's termination of employment with the Companyoption, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code)or portion thereof, this Option may be exercised in full by Employee (whole or Employee's estate or the person who acquires this Option by will or the laws in part only with respect to whole shares of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such terminationStock. (b) If Employee dies while in the employ Optionee ceases to be a director of the CompanyCompany for any reason other than death, Employeethe Option shall be exercisable only to the extent it is exercisable on the effective date of the Optionee's estate, ceasing to be a director and may thereafter be exercised by the Optionee (or the person who acquires this Option by will Optionee's Legal Representative or Permitted Transferees) until the laws earliest to occur of descent and distribution or otherwise by reason (i) the date which is three months after the effective date of the death of Employee, may exercise this Option in full at any time during Optionee's ceasing to be a director and (ii) the period of one year following the date of Employee's deathExpiration Date. (c) If Employee's employment with the Optionee ceases to be a director of the Company terminates by reason of death, the Option shall be fully exercisable and may thereafter be exercised by the Optionee's Legal Representative or Permitted Transferees, as the case may be, until the earliest to occur of (i) the date which is one year after the date of death and (ii) the Expiration Date. (d) If the Optionee dies during the three-month period following the Optionee's ceasing to be a director of the Company for any reason other than as described in (a) or (b) abovedeath, this the Option shall be exercisable only to the extent that it is exercisable on the date of the Optionee's death and may thereafter be exercised by Employee at any time during the period Optionee's Legal Representative or Permitted Transferees, as the case may be, until the earliest to occur of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of i)the date one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at death and (ii) the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionExpiration Date.

Exercise of Option. Subject to The Affected Member or the earlier expiration of this Option as herein provided, this Option may be exercised, by Affected Member’s legal representative shall give written notice to the Company at its principal executive office addressed to and the attention non-transferring Members immediately upon the occurrence of its Chief Executive Officer, at any time an Option Event and from time to time in no event more than ten (10) days after the date occurrence of grant hereofsuch Option Event or the appointment of a legal representative for such Affected Member, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage whichever occurs last. Upon receipt of written notice of the aggregate number occurrence of shares offered by this an Option determined by Event and for a period of thirty (30) days thereafter, the number Company shall have the first option to purchase all or any portion of full years from the date Units of grant hereof the Affected Member subject to the date of such exerciserepurchase pursuant to Section 9.1, provided that, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee event of the Company and will terminate and cease to be exercisable upon Employee's termination dissolution of employment with the Companymarriage of a Member, except that: (a) If Employee's employment with or on the Company terminates by reason occurrence of disability (an Option Event within the meaning of section 22(e)(3Section 9.1(e) or (f), the divorced, transferring or widowed Member, as the case may be, shall have during the first fifteen (15) days of such thirty (30) day period a concurrent but priority right to purchase the Units or interest therein that have been awarded to such Member’s spouse as a result of the Codedissolution of such Member’s marriage or with respect to which such Member was the transferring Member under Section 8.1(b), this Option may be exercised or which are not distributed to such Member outright or to a trust over which such Member has sole voting control. In the event that the Company and, in full any situation where a divorced, transferring or widowed Member has a concurrent but priority option to purchase, such Member does not elect to purchase all of the Units within such thirty (30) day period, the Company shall forthwith notify the non-transferring Members of the election not to purchase all or a portion of the Affected Member’s Units, and such non-transferring Members shall then have the option for a period of fifteen (15) days from the receipt of such notice to purchase the Units of the Affected Member not purchased by Employee the Company and/or the divorced, transferring or widowed Member (the “Remaining Units of the Affected Member”). Within fifteen (15) days after the receipt of such notice, if the non-transferring Members desire to acquire all or any portion of the Remaining Units of the Affected Member (the “Purchasing Members”), then the Purchasing Members shall deliver to the Secretary (or Employee's estate to the Company in the event that there is no Secretary) a written election to purchase such Remaining Units of the Affected Member or a specified number thereof. Except upon the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason occurrence of the death of Employee) at any time during a Deceased Member or Deceased Spouse, as hereinabove defined, the period of one year following such termination. (b) If Employee dies while option set forth in this Section 9 may not be exercised unless the employ Company and/or the Purchasing Members purchase all of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason Units of the death Affected Member. Subject to the foregoing, each non-transferring Member shall have the right to elect to purchase all or any portion of Employeesuch non-transferring Member’s pro rata share of the Remaining Units of the Affected Member (with any reallotment as provided below in this Agreement). Each such non-transferring Member’s pro rata share of the Remaining Units of the Affected Member shall be a fraction of the Remaining Units of the Affected Member, may exercise this Option in full at any time during of which the period number of one year following Units owned by such non-transferring Member on the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) aboveOption Event shall be the numerator, this Option may be exercised and the total number of Units owned by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason all of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from nontransferring Members on the date of grant hereof. The purchase price of shares as to which this the Option is exercised Event shall be paid in the denominator. Each non-transferring Member shall have a right of reallotment such that, if any other non-transferring Member fails to exercise the right to purchase such non-transferring Member’s full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order pro rata share of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment Remaining Units of the purchase price thereof; ratherAffected Member, Employee shall provide then the participating non-transferring Members may exercise an additional right to purchase, on a cash payment for such amount as is necessary to effect pro rata basis, the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any Remaining Units of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionAffected Member not previously purchased.

Exercise of Option. Subject to (a) Holder may exercise the earlier expiration of this Option as herein providedOption, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officerin whole or in part, at any time and from time to time after following the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of on which Grantee becomes unconditionally entitled to receive the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof Termination Fee pursuant to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3Section 11.2(b) of the CodeMerger Agreement (the "Exercise Date") and prior to the Expiration Date (as defined below), this Option may be exercised in full by Employee (or Employee's estate ; provided that Grantee is not on the Exercise Date or the person who acquires Closing Date (as defined below) in material breach of its obligations under this Option by will Agreement or the laws Merger Agreement; and provided further, that any purchase of descent and distribution or otherwise by reason shares upon exercise of the death Option shall be subject to compliance with applicable Law. The rights set forth in Section 8 shall terminate when the right to exercise the Option terminates (other than as a result of Employeea complete exercise of the Option) as set forth herein; provided, that notwithstanding the termination of the Option, Grantee shall be entitled to purchase those Option Shares with respect to which an Option Notice is given prior to the Expiration Date, and the termination of the Option will not affect any rights hereunder which by their terms do not terminate or expire prior to or at any time during the period of one year following such terminationExpiration Date. (b) If Employee dies while in the employ of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following The term "EXPIRATION DATE" shall be the date of Employee's death. the earliest to occur of (cA) If Employee's employment with the Company terminates for any reason other than as described Effective Time, (B) nine months after the first occurrence of an Exercise Date, and (C) the date of termination of the Merger Agreement, unless, in the case of this clause (aC), Grantee has the right to receive the Termination Fee either (x) upon or (by) above, this Option may be exercised by Employee at any time during the period of three months following such terminationtermination upon the occurrence of certain events, or by Employee's estate in which case the Option will not terminate until the later of (or x) 15 business days following the person who acquires this Option by will or time the laws of descent Termination Fee becomes unconditionally payable and distribution or otherwise by reason of the death of Employee(y) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereofperiod in which Grantee has such right to receive the Termination Fee. The purchase price of shares as to which this Option is exercised term "HOLDER" shall be paid in full at mean the time of exercise (a) in cash (including check, bank draft holder or money order payable to the order holders of the Company)Option from time to time, (band which initially is the Grantee. The term "PERSON" shall have the meaning specified in Sections 3(a)(9) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (cand 13(d)(3) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionExchange Act.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except (a) Except as otherwise provided belowin the Plan and this Agreement, this the Option shall not be is exercisable for more than over a percentage period of the aggregate number of shares offered by this Option determined by the number of full ten (10) years from the date of grant hereof to (the date of such exercise, “Option Period”) in accordance with the following schedule: Percentage schedule (the portion of Shares Number the Option exercisable in accordance with such schedule being referred to herein as “Vested”): Commencing on the first anniversary of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0the Date of Grant until (but not including) the second anniversary of the Date of Grant [__]% 1 year 20Commencing on the second anniversary of the Date of Grant until (but not including) the third anniversary of the Date of Grant [__]% 2 years 40Commencing on the third anniversary of the Date of Grant until (but not including) the fourth anniversary of the Date of Grant [__]% 3 years 60Commencing on the fourth anniversary of the Date of Grant until (but not including) the fifth anniversary of the Date of Grant [__]% 4 years 80Commencing on the fifth anniversary of the Date of Grant until (but not including) the tenth anniversary of the Date of Grant [__]% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or Subject to the laws of descent and distributionterms hereof, and may be exercised only by Employee during Employee's lifetime. This the Option may be exercised only while Employee remains an employee of the Company and will terminate and cease from time to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period Option Period as to the total number of one year following such terminationShares allowable under this Section 3, or any lesser amount thereof, as long as the Grantee is employed by the Corporation. For purposes of this Agreement, employment by the Corporation or any Subsidiary (as defined in the Plan) shall be deemed to be employment by the Corporation. (b) If Employee dies while in In the employ of event that the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise Grantee’s employment is terminated other than by reason of Retirement, death or Disability (as such terms are defined in the death Plan), (1) any portion of Employee, the Option not yet Vested shall thereupon expire and terminate and (2) any portion of the Option that has Vested may exercise this Option in full at any time be exercised during the period ending twenty-one (21) days following such termination, after which period any unexercised portion of one year following the date of Employee's deathOption shall expire and terminate; provided, however, that in the event that the Grantee’s employment is terminated for Cause (as hereinafter defined), the Option or any unexercised portion thereof shall immediately upon such termination be permanently cancelled. (c) If Employee's In the event that the Grantee’s employment with is terminated by reason of death, the Company terminates for entire Option (or any reason other than as described in (aunexercised portion thereof) or (b) above, this Option shall thereupon be deemed Vested and may be exercised by Employee at any time during the period ending on (but not including) the first anniversary of three months such termination, and in the event that the Grantee’s employment is terminated by reason of Retirement or Disability, the entire Option (or any unexercised portion thereof) shall thereupon be deemed Vested and may be exercised during the period ending twenty-one (21) days following such termination, or by Employee's estate after which period any unexercised portion of the Option shall expire and terminate. (or the person who acquires d) If this Option by will shall extend to one hundred (100) or more Shares, then this Option may not be exercised for less than one hundred (100) Shares at any one time, and if this Option shall extend to less than one hundred (100) Shares, then this Option must be exercised for all such Shares at one time. (e) The number of Shares to which the laws of descent Grantee shall be entitled and distribution or otherwise by reason the Exercise Price shall be proportionately and equitably adjusted in such manner as the Committee shall determine to maintain the economic value of the death Option in the event any stock dividend, stock split, recapitalization, merger, reorganization, exchange of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but shares or similar event occurs in each case only as to which the number or class of shares Employee was entitled of Common Stock is changed without the receipt or payment of consideration by the Corporation. Nothing contained herein shall be deemed to purchase hereunder require the Corporation to issue any fractional Shares, and any fractional Shares issuable upon exercise of this the Option as may, at the discretion of the date Employee's employment so terminatesCorporation, be settled in cash or otherwise or shall be forfeited or otherwise eliminated. (f) At such time as the Grantee desires to exercise the Option granted hereby, in whole or in part, the Grantee shall provide to the Corporation an Exercise Form in the form of Annex A hereto or in such other form authorized by the Corporation’s General Counsel. This The Grantee’s signature at the place provided on said Exercise Form will evidence the Grantee’s election to purchase Shares of Common Stock pursuant to the terms and subject to the conditions and limitations contained in the Plan, in this Agreement and in said Exercise Form. The Option shall not be exercisable considered exercised (in full or part, as the case may be) on the date such Exercise Form is received by the Secretary, together with payment of the Exercise Price for the Shares to be purchased plus any event after withholding tax required under any federal, state and local statutes. The Grantee may elect to have the expiration amount of ten years any withholding tax withheld from the date Shares of grant hereof. Common Stock purchased. (g) The purchase price of shares as to which this Option is exercised Exercise Price shall be paid in full at the time of exercise (a) purchase of the Shares in cash (including checkor by check [ONLY INCLUDE FOR NON-EXECUTIVE OFFICERS: or by cashless exercise in accordance with the Corporation’s cashless exercise procedures as in effect from time to time]. If the Option is exercised in accordance with the provisions of the Plan and this Agreement, bank draft or money order payable then the Corporation shall deliver to the order Grantee certificates representing the number of Shares in respect of which the Company)Option is being exercised, (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock which Shares shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option registered in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionGrantee’s name.

Exercise of Option. Subject (a) At least six (6) months but no more than twelve (12) months prior to the earlier expiration of this the Option as herein providedTerm, this Option may be exercised, by the Issuer shall give written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee pending expiration of the Option (the "Issuer's Notice"). The Company and will terminate and cease to be exercisable upon Employee's termination of employment with may exercise the CompanyOption, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period Option Term, by giving written notice thereof to the Issuer. If the Bonds have not theretofore been fully paid and if the Company is not then also the Bondholder, a copy of one year such notice shall also be given by the Company to the Bondholder at the address of the Bondholder as reflected on the Bond Register. Such notice shall specify a date and time of the Closing (the "Closing Date"), which shall be no earlier than thirty (30) days and no more than ninety (90) days following the date such notice is sent to the Issuer. The time, date and place of the Closing shall be 10:00 a.m. Xxxxxx County, Georgia time on the Closing Date at the principal meeting place of the Issuer in Xxxxxx County, Georgia, or such other time, date and place as the Company and the Issuer may agree. In the event the Company does not exercise the Option during the Option Tenn (after notice by the Issuer of such failure as hereinafter provided) or after exercise of the Option, fails to proceed with the Closing of the purchase of the Project pursuant to the terms and provisions as contained herein, the Issuer shall be entitled to retain (I) the Option Fee, and (2) except as provided below in connection with the deemed exercise of the Option, the Project, free and clear of this Agreement. In the event that the Company fails to exercise the Option under this Agreement during the Option Term, the Issuer promptly shall notify the Company of such failure and the Company shall be entitled to exercise the Option within thirty (30) days following such terminationnotice and the Option Term shall be deemed to have been extended through the date on which notice of such election is furnished to the Issuer. (b) If Employee dies while in In any event, it is acknowledged and agreed that the employ Term of the CompanyLease shall automatically be extended on the same terms and conditions as set forth therein, Employee's estate, or except that such Lease shall be at the person who acquires this Option by will or rates provided for holder with respect thereto for any period after the laws of descent and distribution or otherwise by reason scheduled expiration date of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason Tenn of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to Lease through the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionClosing Date.

Exercise of Option. Subject (a) Grantee may exercise the Option, with ------------------- respect to any or all of the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, Shares at any time and from time or times, subject to time the provisions of Section 2(c), after the date occurrence of grant hereofany event as a result of which the Grantee is entitled to receive the Termination Fee pursuant to Section 5.08(b) of the Merger Agreement (a "Purchase Event"); provided, buthowever, that -------- ------- (i) except as otherwise provided belowin the last sentence of this Section 2(a), this the Option shall not will terminate and be exercisable for more than of no further force and effect upon the earliest to occur of (A) the Effective Time, (B) 12 months after the first occurrence of a percentage Purchase Event, and (C) termination of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof Merger Agreement in accordance with its terms prior to the date occurrence of a Purchase Event, unless, in the case of clause (C), Grantee has the right to receive a Termination Fee following such exercisetermination upon the occurrence of certain events, in which case the Option will not terminate until the later of (x) 12 months following the time such Termination Fee becomes payable and (y) the expiration of the period in which the Grantee has such right to receive a Termination Fee, and (ii) any purchase of Option Shares upon exercise of the Option will be subject to compliance with the HSR Act and the obtaining or making of any consents, approvals, orders, notifications, filings or authorizations, the failure of which to have obtained or made would have the effect of making the issuance of Option Shares to Grantee illegal (the "Regulatory Approvals"). Notwithstanding the termination of the Option, Grantee will be entitled to purchase the Option Shares if it has exercised the Option in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or terms hereof prior to the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee termination of the Company Option and will terminate and cease to be exercisable upon Employee's the termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates Option will not affect any rights hereunder which by reason their terms do not terminate or expire prior to or as of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while in In the employ of event that Grantee is entitled to and wishes to exercise the CompanyOption, Employee's estate, or the person who acquires this Option by it will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following send to Issuer a written notice (an "Exercise Notice"; the date of Employee's deathwhich being herein referred to as the "Notice Date") to that effect which Exercise Notice also specifies the number of Option Shares, if any, Grantee wishes to purchase pursuant to this Section 2(b), the number of Option Shares, if any, with respect to which Grantee wishes to exercise its Cash-Out Right (as defined herein) pursuant to Section 6(c), the denominations of the certificate or certificates evidencing the Option Shares which Grantee wishes to purchase pursuant to this Section 2(b) and a date (an "Option Closing Date"), subject to the following sentence, not earlier than three Business Days nor later than 20 Business Days from the Notice Date for the closing of such purchase (an "Option Closing"). Any Option Closing will be at an agreed location and time in New York, New York on the applicable Option Closing Date or at such later date as may be necessary so as to comply with the first sentence of Section 2(a). (c) If Employee's employment Notwithstanding anything to the contrary contained herein, any exercise of the Option and purchase of Option Shares shall be subject to compliance with applicable laws and regulations, which may prohibit the Company terminates for any reason other than as described purchase of all the Option Shares specified in (a) the Exercise Notice without first obtaining or (b) abovemaking certain Regulatory Approvals. In such event, this if the Option is otherwise exercisable and Grantee wishes to exercise the Option, the Option may be exercised by Employee at any time during in accordance with Section 2(b) and Grantee shall acquire the period maximum number of three months following such terminationOption Shares specified in the Exercise Notice that Grantee is then permitted to acquire under the applicable laws and regulations, or by Employee's estate (or and if Grantee thereafter obtains the person who acquires this Option by will or Regulatory Approvals to acquire the laws of descent and distribution or otherwise by reason remaining balance of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month periodOption Shares specified in the Exercise Notice, but in each case only as to the number of shares Employee was then Grantee shall be entitled to acquire such remaining balance. Issuer agrees to use its reasonable efforts to assist Grantee in seeking the Regulatory Approvals. In the event (i) Grantee receives official notice that a Regulatory Approval required for the purchase hereunder upon exercise of this any Option as Shares will not be issued or granted or (ii) such Regulatory Approval has not been issued or granted within six months of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company)Exercise Notice, (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares Grantee shall have been issued by the Company to Employee, Employee (or the person permitted right to exercise this Option in the event of Employee's deathits Cash-Out Right pursuant to Section 6(c) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Optionthe Option Shares for which such Regulatory Approval will not be issued or granted or has not been issued or granted.

Exercise of Option. Subject to (a) The Option shall become exercisable (i) in one-third increments on each of the earlier expiration first, second and third year anniversaries of this the Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except Date or (ii) as otherwise provided below, pursuant to this Option shall not be exercisable for more than a percentage of Section 2.2 (the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that:“Vesting Period”). (ab) If the Employee's employment with by the Company terminates by reason of disability (within Retirement prior to the meaning of section 22(e)(3) end of the Code)Vesting Period, this the Option shall continue to be exercisable and become exercisable in accordance with the vesting schedule set forth in Section 2.2(a) and may thereafter be exercised in full by the Employee (or the Employee's estate or Legal Representative from the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason effective date of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while in the employ of the Company, Employee's estate, or termination of employment until the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's deathExpiration Date. (c) If the Employee's employment with by the Company terminates by reason of Disability or death prior to the end of the Vesting Period, the Option shall become fully exercisable and may thereafter be exercised by the Employee or the Employee's Legal Representative, in the case of Disability, or the Employee's Legal Representative or Permitted Transferees, in the case of death, in each case, until and including the earlier to occur of (i) the three-year anniversary of the effective date of the Employee's termination of employment and (ii) the Expiration Date. (d) If the Employee’s employment by the Company terminates for any reason other than as described in (a) Retirement, Disability, death or (b) aboveCause prior to the end of the Vesting Period, this the Option shall be exercisable only to the extent that it was exercisable on the effective date of the Employee’s termination of employment and may thereafter be exercised by the Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or Employee’s Legal Representative until and including the laws earlier to occur of descent and distribution or otherwise by reason (i) the one-year anniversary of the death effective date of the Employee’s termination of employment and (ii) during a period the Expiration Date. The portion of one year following Employee's death the Option, if Employee dies during such three-month periodany, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option which is not vested as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the effective date of grant hereof. The purchase price the Employee’s termination of shares as to which this Option is exercised employment shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of forfeited and cancelled by the Company). If the Employee’s termination of employment is due to Cause, (b) by delivering to then the Company shares of Stock having a fair market value equal to the purchase priceOption, whether or (c) any combination of cash or Stock. No fraction of a share of Stock not vested, shall be issued forfeited and cancelled by the Company upon exercise such termination of an employment. (e) If the Employee dies following termination of employment by reason of Retirement and prior to the Expiration Date, the Option or accepted shall become fully exercisable and may thereafter be exercised by the Company in payment Employee’s Legal Representative or Permitted Transferees, as the case may be, until and including the earlier to occur of (i) the one-year anniversary of the purchase price thereof; ratherdate of death and (ii) the Expiration Date. If the Employee dies during the one-year period following termination of employment for any reason other than Retirement or Disability and prior to the Expiration Date, Employee the Option shall provide a cash payment for be exercisable only to the extent that it was exercisable on the date of such amount as is necessary to effect the issuance death and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued may thereafter be exercised by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's deathLegal Representative or Permitted Transferees, as the case may be, until and including the earlier to occur of (i) shall not be or have any the one-year anniversary of the rights or privileges date of a shareholder of death and (ii) the Company with respect to shares acquirable upon an exercise of this OptionExpiration Date.

Exercise of Option. (a) The Option shall be first vested and exercisable as to twenty-five percent (25%) of the Option Shares one (1) year after the Grant Date, and shall become vested and exercisable as to an additional twenty-five percent (25%) of the Option Shares upon the expiration of each additional year thereafter until the fourth anniversary of the Grant Date, at which time the Option shall be vested and exercisable in full. (b) Subject to the earlier expiration of this the Option as herein providedprovided and subject to the terms and conditions contained herein, this the Option may be exercised, exercised by written notice (which complies in all respects with the provisions of this Agreement) to the Company at its principal executive office addressed to the attention of its Chief Executive Officerthe Secretary of the Company, identifying the purchase, such exercise to be effective at the time of receipt of such written notice at the Company's principal executive office during normal business hours. The notice shall not be considered to be properly given unless accompanied by all documentation deemed appropriate by the Committee to reflect exercise of the Option, including compliance with all applicable laws, rules and regulations. (c) The vesting and exercisability of the Option shall be subject to acceleration on the terms and conditions stated in the Plan. Notwithstanding anything herein to the contrary, however, in no event shall the Option, or any part thereof, be exercisable after the tenth anniversary of the Grant Date (the "Expiration Date"). (d) Except as provided herein, the Option may not be exercised at any time and from time to time after unless the date of grant hereof, but, except as otherwise provided below, this Option Grantee shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while have been in the continuous employ of the Company, Employee's estate, or the person who acquires this Option by will a parent or the laws of descent and distribution or otherwise by reason a subsidiary of the death of EmployeeCompany, may exercise this Option in full at any time during from the period of one year following Grant Date to the date of Employee's deaththe exercise of the Option. (ce) If Employee's employment This Agreement has been entered into with the Company terminates for any reason other than as described in intention that the total fair market value (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option determined as of the date Employeeof grant) of stock with respect to which ISO's employment so terminates. This Option (whether granted under this Agreement or under any other agreement or plan of the Company or any of its subsidiaries) are first exercisable by Grantee in any one calendar year shall not be exercisable exceed $100,000. In the event that the Grantee's total ISO's exceed the $100,000 limit in any event after year (whether due to acceleration of exercisability, miscalculation or error) the expiration amount of ten years from the date of grant hereofISO's that exceed such limit shall be treated as non-qualified stock options. The purchase price ISO's granted earliest (whether under this Agreement or any other agreement) shall be applied first to the $100,000 limit. In the event that only a portion of the options granted at the same time can be applied to the $100,000 limit, the Company shall issue separate share certificate(s) for such number of shares as to which this Option is exercised does not exceed the $100,000 limit, and shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing designate such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option as ISO stock in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Optionits share transfer records.

Exercise of Option. Subject to the earlier expiration of this Option as herein providedprovided and subject to the provisions of the Plan providing for the disposition of this Option upon the occurrence of certain transactions, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officersuch officer as is then responsible for administering agreements of this nature, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years Exercise Date That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year Prior to November 1, 2003 20% 2 years 40% 3 years 60% 4 years 80% 5 years On or more After November 1, 2003 100% Notwithstanding the foregoing, this Option shall become exercisable with respect to 100% of the shares offered by this Option if Employee's employment with the Company is Involuntarily Terminated or if such employment is terminated by reason of Employee's death, Disability, or Retirement. Further, this Option shall become exercisable with respect to the Nonvested Shares prior to the occurrence of the dates or events set forth above as follows: (1) As soon as practicable (but in no event more than 60 days) after the last day of December of each Year (beginning with December 31, 1997), the Committee shall determine whether the Total Enron Shareholder Return for such Year equaled or exceeded the Adjusted Average S&P 500 Return for such Year. (2) If the Total Enron Shareholder Return for such Year equaled or exceeded the Adjusted Average S&P 500 Return for such Year, then this Option shall become exercisable as of the last day of December of such Year with respect to one-third of the Nonvested Shares. If the Total Enron Shareholder Return for such Year was less than the Adjusted Average S&P 500 Return for such Year, then the one-third of the Nonvested Shares that did not become exercisable for such Year pursuant to the preceding sentence shall become exercisable as of the last day of such Year or any subsequent Year so long as the cumulative Total Enron Shareholder Return for the applicable Measurement Period equaled or exceeded the cumulative Adjusted Average S&P 500 Return for such Measurement Period. The Committee shall determine the cumulative Total Enron Shareholder Return and the cumulative Adjusted Average S&P 500 Return for any applicable Measurement Period. This Option is not transferable by Employee otherwise than by will or pursuant to Section 5.4(iii) of the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetimePlan. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If that if Employee's employment with the Company terminates is terminated for any reason whatsoever other than by reason of disability (within the meaning of section 22(e)(3) of the Code)Company for Cause, then this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while in the employ of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminatesterminates (which shall be determined after giving effect to the provisions of the preceding paragraph that provide that this Option shall be exercisable with respect to 100% of the shares offered hereunder in the event Employee's employment is Involuntarily Terminated or such termination is by reason of Employee's death, Disability, or Retirement). This Notwithstanding any provision herein to the contrary, (a) this Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including checkDecember 31, bank draft or money order payable to the order of the Company)2003, and (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in shall not become exercisable with respect to any additional shares offered by this Option after the event termination of Employee's death) shall not be or have any of employment with the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionCompany.

Exercise of Option. Subject to (a) Except as otherwise provided in the earlier expiration Plan and this Agreement, the Option is fully vested as of this the Date of Grant and is exercisable over a period of ten years from the Date of Grant (the "Option as herein provided, this Period"). The Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and exercised from time to time after during the date Option Period as to the total number of grant hereofShares allowable under this Section 3(a), butor any lesser amount thereof, except as otherwise provided below, that if this Option shall not be is exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof as to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years 100 or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distributionshares, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), then this Option may not be exercised in full by Employee (or Employee's estate or the person who acquires for fewer than 100 shares at any one time, and if this Option by will or the laws is exercisable as to fewer than 100 shares, then this Option may not be exercised to purchase fewer than all of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such terminationshares. (b) If Employee dies while Not less than fifteen calendar days nor more than thirty calendar days prior to the date upon which all or any portion of the Option is to be exercised, the person entitled to exercise the Option shall deliver to the Corporation written notice (the "Notice") of his or her election to exercise all or a part of the Option, which Notice shall specify the date for the exercise of the Option and the number of Shares in respect of which the Option is to be exercised. The date specified in the employ Notice shall be a business day of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's deathCorporation. (c) If Employee's employment with On the Company terminates for any reason other than as described date specified in (a) or (b) abovethe Notice, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this entitled to exercise the Option by will or shall pay to the laws of descent and distribution or otherwise by reason Corporation the Option Price of the death Shares in respect of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to which the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised and the amount of any Federal and state withholding taxes (the "Purchase Price"). The Purchase Price shall be paid in full at the time of exercise purchase, in cash or by check or with stock of the Corporation owned by the Grantee for at least six months prior to the date specified in the Notice, the value of which shall be determined in accordance with the Plan. If the Option is exercised in accordance with the provisions of the Plan and this Agreement, the Corporation shall deliver to such person certificates representing the number of Shares or other securities in respect of which the Option is being exercised, which Shares or other securities shall be registered in his or her name. (d) This Option is not exercisable after the tenth anniversary of the Date of Xxxxx. (e) Notwithstanding the provisions of subsection (a) in cash (including checkof this Section 3, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be the dissolution, liquidation, merger or have any consolidation of the rights Corporation, with or privileges into, or the sale of all or substantially all of its assets to a corporation not controlled by the Corporation immediately prior to such transaction, during the term hereof, the Corporation shall provide the Grantee with at least 30 calendar days notice of the consummation such event, during which period the Grantee may exercise the Option. In such event, if the Option is not exercised prior to the occurrence of such event, the unexercised portion of the Option shall terminate upon the happening of such occurrence. In the event that there shall occur a transaction, other than a merger or sale of assets described above, which, in the judgment of the Stock Option and Compensation Committee shall make it impossible or impracticable to carry out the purposes of this Agreement, alternative provisions shall be made so as nearly as possible to carry out the purposes of this Agreement, and this Agreement shall be deemed to have been amended to conform to such provisions. (f) For purposes hereof, the terms "control" and "controlled" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a shareholder person, whether through the ownership of the Company with respect to shares acquirable upon an exercise of this Optionvoting securities, by contract or otherwise.

Exercise of Option. (a) Subject to the further provisions of this Agreement, the Option granted pursuant to this Agreement shall not become exercisable until after one year following the date hereof and thereafter may be exercised upon the following terms: (i) after such one year, this Option shall be exercisable for any number of shares up to and including, but not in excess of, 20% of the aggregate number of shares subject to this Option; (ii) after one and one-half years, this Option shall be exercisable for any number of shares up to and including but not in excess of, 40% of the aggregate number of shares subject to this Option; (iii) after two years, this Option shall be exercisable for any number of shares up to and including, but not in excess of, 60% of the aggregate number of shares subject to this Option; (iv) after two and one-half years, this Option shall be exercisable for any number of shares up to and including, but not in excess of, 80% of the aggregate number of shares subject to this Option; and (v) after three years, this Option shall be fully exercisable. (b) Subject to the earlier expiration of this the Option as herein providedprovided and subject to the terms and conditions contained herein, this the Option may be exercised, exercised by written notice (which complies in all respects with the provisions of this Agreement) to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while in the employ Secretary of the Company, Employeeidentifying the Option and specifying the number of shares that the Optionee decides to purchase, such exercise to be effective at the time of receipt of such written notice at the Company's estate, or principal executive office during normal business hours. The notice shall not be considered to be properly given unless accompanied by all documentation deemed appropriate by the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason Committee to reflect exercise of the death of EmployeeOption and compliance with all applicable laws, may exercise this Option in full at any time during the period of one year following the date of Employee's deathrules and regulations. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent The vesting and distribution or otherwise by reason exercisability of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but Option shall be subject to acceleration on the terms and conditions stated in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as Section 8 of the date Employee's employment so terminates. This Option shall not be exercisable Plan, which relate to a "Change in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder Control" of the Company with respect (as defined in the Plan). (d) Notwithstanding anything herein to shares acquirable upon an exercise the contrary, in no event shall the Option, or any part thereof, be exercisable after the tenth anniversary of this Optionthe Grant Date.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, Officer at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years Percentage of Shares That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 2033% 2 years 4066% 3 years 60% 4 years 80% 5 years or more 100% This Notwithstanding the terms of the Plan or this Agreement (including, but not limited to, the foregoing schedule), Employee shall be entitled to exercise any unvested portion of this Option to the extent, but only to the extent, necessary to allow Employee to sell shares of Stock Employee is not transferable by actually selling pursuant to Section D.3(c) of that certain Stockholders’ Agreement, dated April 2, 1996, between Enron Capitol & Trade Resources Corp., Mystery Acquisition, Inc. (now known as Mariner Holdings, Inc.) and certain other parties, as amended (it being the intent of the parties that Employee otherwise than by will or the laws first sell shares of descent and distributionStock he already owns, then shares of Stock issuable on exercise of any portion of this Option then vested, and may be exercised only by Employee during Employee's lifetimefinally, if necessary, shares of Stock issuable on exercise of any portion of this Option not then vested). This Option may be exercised only while Employee remains an employee or consultant of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with Employee dies, becomes disabled, retires, is terminated by the Company without “Cause” or voluntarily terminates by reason of disability (within the meaning of section 22(e)(3) of the Code)his employment for “Good Reason”, this Option may be exercised shall immediately become exercisable in full by Employee (or Employee's estate or and shall remain fully exercisable until the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason expiration of the death of Employee) at any time during the ten year Option period of one year following such terminationdescribed below. (b) If Employee dies while in the employ of the Companyvoluntarily terminates his employment other than for “Good Reason”, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full shall remain exercisable at any time during the thirty day period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months immediately following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws termination of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, employment but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's ’s employment so terminates. This terminates and at the end of such thirty day period this Option shall not terminate and cease to be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or exercisable. (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued If Employee’s employment is terminated by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise “Cause” this Option in the event of Employee's death) shall not terminate immediately and shall cease to be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Optionexercisable.

Exercise of Option. Subject (a) The Option shall become exercisable (i) on [INSERT FIRST VESTING DATE] with respect to one-third of the number of shares subject to the earlier expiration Option on the Option Date, (ii) on [INSERT SECOND VESTING DATE] with respect to an additional one-third of this Option as herein provided, this Option may be exercised, by written notice the number of shares subject to the Company at its principal executive office addressed Option on the Option Date, (iii) on [INSERT THIRD VESTING DATE] with respect to the attention remaining one-third of its Chief Executive Officerthe number of shares subject to the Option on the Option Date, at any time and from time to time after the date of grant hereof, but, except or (iv) as otherwise provided below, pursuant to this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that:Section 2.2. (ab) If the Employee's employment with by the Company terminates by reason of disability (within retirement, the meaning of section 22(e)(3Option shall continue to be exercisable and become exercisable in accordance with Section 2.2(a) and may thereafter be exercised by the Employee or the Employee's Legal Representative from the effective date of the Code), this Option may be exercised in full by Employee (or Employee's estate termination of employment until the Expiration Date. For purposes of this Agreement, “retirement” shall mean termination of employment, other than for permanent disability or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employeedeath, either (i) at any time during or after age 55 after a minimum of ten years of employment with the period Company or (ii) at or after age 65. For purposes of one year following such termination. (bthis Section 2.2(b) If Employee dies while in only, employment with an entity or business acquired by the employ of Company shall be deemed to be employment with the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If the Employee's employment with by the Company terminates by reason of permanent disability or death, the Option shall become fully exercisable and may thereafter be exercised by the Employee or the Employee's Legal Representative, in the case of permanent disability, or the Employee's Legal Representative or Permitted Transferees, in the case of death, in each case for a period of three years from the effective date of the Employee's termination of employment or until the Expiration Date, whichever period is shorter. For purposes of this Agreement, “permanent disability” shall mean that the Employee either (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, is receiving income replacement benefits for a period of not less than six (6) months under an accident and health plan covering employees of the Employee’s employer. (d) If the Employee’s employment by the Company terminates for any reason other than as described in (a) retirement, permanent disability or (b) abovedeath, this the Option shall be exercisable only to the extent that it was exercisable on the effective date of the Employee’s termination of employment and may thereafter be exercised by the Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during ’s Legal Representative for a period of one year from the effective date of the Employee’s termination of employment or until the Expiration Date, whichever period is shorter. The portion of the Option, if any, which is not vested as of the effective date of the Employee’s termination of employment shall be forfeited and cancelled by the Company. (e) If the Employee dies prior to the Expiration Date following termination of employment by reason of retirement, the Option shall become fully exercisable and may thereafter be exercised by the Employee’s Legal Representative or Permitted Transferees, as the case may be, for a period of one year from the date of death or until the Expiration Date, whichever is shorter. If the Employee dies prior to the Expiration Date during the one-year period following termination of employment for any reason other than retirement or permanent disability, the Option shall be exercisable only to the extent that it was exercisable on the date of such death and may thereafter be exercised by the Employee's Legal Representative or Permitted Transferees, as the case may be, for a period of one year from the date of death if or until the Expiration Date, whichever period is shorter. (1) In the event of a Change in Control, the Option shall immediately become exercisable in full. (2) In the event of a Change in Control pursuant to paragraph (1) or (2) of Appendix A to the Plan, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements), require that the Option, in whole or in part, be surrendered to the Company by the Employee dies during such three-month periodand be immediately cancelled by the Company, but and provide for the Employee to receive a cash payment from the Company in each case only as an amount equal to the number of shares Employee was entitled of Stock subject to purchase hereunder upon exercise of this the Option as immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 7(b) of the date Employee's employment so terminates. This Option shall not be exercisable Plan in respect of any transaction that gives rise to such Change in Control), multiplied by the excess, if any, of (i) the greater of (A) the highest per share price offered to holders of common stock in any event after transaction whereby the expiration of ten years from Change in Control takes place and (B) the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction Market Value of a share of Stock shall on the date on which such Change of Control occurs over (ii) the exercise price. (3) In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A to the Plan, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements): (i) require that shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, be issued substituted for some or all of the shares of Stock subject to the Option, with an appropriate and equitable adjustment to the exercise price of such Option, as determined by the Board of Directors, such adjustment to be made without an increase in the aggregate purchase price; and/or (ii) require the Option, in whole or in part, to be surrendered to the Company upon exercise of an Option or accepted by the Company in payment of Employee, and to be immediately cancelled by the purchase price thereof; ratherCompany, and provide for the Employee shall provide to receive (a) a cash payment for in an amount not less than the amount determined by multiplying the number of shares of Stock subject to the Option immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 7(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the excess, if any, of the highest per share price offered to holders of common stock in any transaction whereby the Change in Control takes place over the exercise price, (b) shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, having a Market Value not less than the amount as is necessary determined under clause (a) above or (c) a combination of a payment of cash pursuant to effect clause (a) above and the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by pursuant to clause (b) above. (4) The Company may, but is not required to, cooperate with the Company Employee if the Employee is subject to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any Section 16 of the rights Exchange Act to assure that any cash payment or privileges of a shareholder of substitution in accordance with this Section 2.2(f) to the Company Employee is made in compliance with respect to shares acquirable upon an exercise of this OptionSection 16 and the rules and regulations thereunder.

Exercise of Option. Subject (a) The Option shall become exercisable (i) on , with respect to [one-third] of the number of shares subject to the earlier expiration Option on the Option Date, (ii) on , with respect to an additional [one-third] of this Option as herein provided, this Option may be exercised, by written notice the number of shares subject to the Company at its principal executive office addressed Option on the Option Date, (iii) on , ___with respect to the attention remaining [one-third] of its Chief Executive Officerthe number of shares subject to the Option on the Option Date, at any time and from time to time after the date of grant hereof, but, except (iv) as otherwise provided belowpursuant to Sections 2.2(b), this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent (c) and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that:(f) hereof. (ab) If the Employee's ’s employment with by the Company terminates by reason of disability (within retirement, the meaning of section 22(e)(3Option shall continue to be exercisable and become exercisable in accordance with Section 2.2(a) and may thereafter be exercised by the Employee or the Employee’s Legal Representative from the effective date of the Code)Employee’s termination of employment until the Expiration Date. For purposes of this Agreement, this Option may be exercised in full by Employee “retirement” shall mean retirement either (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employeei) at any time during or after age 55 after a minimum of ten years of employment with the period Company or (ii) at or after age 65. For purposes of one year following such termination. (bthis Section 2.2(b) If Employee dies while in only, employment with an entity or business acquired by the employ of Company shall be deemed to be employment with the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If the Employee's ’s employment with by the Company terminates by reason of permanent disability or death, the Option shall become fully exercisable and may thereafter be exercised by the Employee or the Employee’s Legal Representative, in the case of permanent disability, or the Employee’s Legal Representative or Permitted Transferees, in the case of death, in each case for a period of three years from the effective date of the Employee’s termination of employment or until the Expiration Date, whichever period is shorter. For purposes of this Agreement, “permanent disability” shall mean the inability of the Employee to substantially perform his or her duties for a continuous period of at least six months as determined by the Committee. (d) If the Employee’s employment by the Company terminates for any reason other than as described in (a) retirement, permanent disability or (b) abovedeath, this the Option shall be exercisable only to the extent that it was exercisable on the effective date of the Employee’s termination of employment and may thereafter be exercised by the Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during ’s Legal Representative for a period of one year from the effective date of the Employee’s termination of employment or until the Expiration Date, whichever period is shorter. The portion of the Option, if any, which is not vested as of the effective date of the Employee’s termination of employment shall be forfeited and canceled by the Company. (e) If the Employee dies on or prior to the Expiration Date following Employee's death termination of employment by reason of retirement, or if the Employee dies during such the three-month periodyear period following termination of employment by reason of permanent disability, but or if the Employee dies during the one-year period following termination of employment for any reason other than retirement or permanent disability, the Option shall be exercisable only to the extent that it was exercisable on the date of such death and may thereafter be exercised by the Employee’s Legal Representative or Permitted Transferees, as the case may be, for a period of one year from the date of death or until the Expiration Date, whichever period is shorter. (1) In the event of a Change in each case only Control (as defined in Appendix A), the Option shall immediately become exercisable in full. (2) In the event of a Change in Control pursuant to paragraph (1) or (2) of Appendix A, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements), require that the Option, in whole or in part, be surrendered to the Company by the Employee and be immediately cancelled by the Company, and provide for the Employee to receive a cash payment from the Company in an amount equal to the number of shares Employee was entitled of Stock subject to purchase hereunder upon exercise of this the Option as immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 6(b) of the date Employee's employment so terminates. This Option shall not be exercisable Plan in respect of any transaction that gives rise to such Change in Control), multiplied by the excess, if any, of (i) the greater of (A) the highest per share price offered to holders of common stock in any event after transaction whereby the expiration of ten years from Change in Control takes place and (B) the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction Market Value of a share of Stock shall on the date on which such Change of Control occurs over (ii) the exercise price. (3) In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements): (i) require that shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, be issued substituted for some or all of the shares of Stock subject to the Option, with an appropriate and equitable adjustment to the exercise price of such Option, as determined by the Board of Directors, such adjustment to be made without an increase in the aggregate purchase price; and/or (ii) require the Option, in whole or in part, to be surrendered to the Company upon exercise of an Option or accepted by the Company in payment of Employee, and to be immediately cancelled by the purchase price thereof; ratherCompany, and provide for the Employee shall provide to receive (a) a cash payment for in an amount not less than the amount determined by multiplying the number of shares of Stock subject to the Option immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 6(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the excess, if any, of the highest per share price offered to holders of common stock in any transaction whereby the Change in Control takes place over the exercise price, (b) shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, having a Market Value not less than the amount as is necessary determined under clause (a) above or (c) a combination of a payment of cash pursuant to effect clause (a) above and the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by pursuant to clause (b) above. (4) The Company may, but is not required to, cooperate with the Company Employee if the Employee is subject to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any Section 16 of the rights Securities Exchange Act of 1934, as amended (the “Exchange Act”), to assure that any cash payment or privileges of a shareholder of substitution in accordance with this Section 2.2(f) to the Company Employee is made in compliance with respect to shares acquirable upon an exercise of this OptionSection 16 and the rules and regulations thereunder.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this The Option may be exercisedexercised for the Option Amount (as defined below) in whole, but not in part, for a number of Warrants equal to (A) the sum of (i) the number of shares of Common Stock purchased pursuant to the Buy Order (whether or not you receive the proxy materials with respect to such shares in sufficient time to enable you to vote such shares at the Company's special annual meeting that convened on September 26, 2007 and currently adjourned until October 19, 2007 (as it may be further adjourned, the "Annual Meeting")) (the "Purchased Shares"), less (ii) the number of such Purchased Shares, if any, with respect to which you vote against the Company's acquisition of InfuSystem, Inc. at the time of the Annual Meeting, times (B) the quotient of 1,666,666 divided by 3,000,000, but in no event more than 1,666,666 Warrants (in each case, as adjusted to account for stock splits, reclassifications and similar events), on any day after the conditions precedent set forth above have been satisfied. In order to exercise the Option, you shall deliver written notice to the Company undersigned c/o FTN Midwest Securities Corp., 350 Madison Avenue, New York, NY 10017, Attn: Scott Chesky, settixx xxxxx xxxx xxxxxxxxx xx xxxxxxxx the Option xxx xxx xxxposed closing date (the "Closing Date") which shall be at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof least seven business days subsequent to the date of such exercisenotice. On such Closing Date, the undersigned shall deliver to you certificates representing the Warrants subject to the Option, together with appropriate transfer forms and you shall deliver full payment for such Warrants by such payment means as may be agreed. The undersigned shall be responsible for all transfer taxes payable in accordance connection with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee exercise of the Company and will terminate and cease Options. FTN may satisfy its obligations hereunder by delivering the Warrants to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) you at any time during the period in advance of one year following such termination. (b) If Employee dies while in the employ your exercise of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject On or after the date any portion of the Option becomes exercisable, but prior to the earlier expiration of this the Option as herein providedin accordance with Paragraphs 3 and 4 above, this the portion of the Option that has become exercisable may be exercisedexercised in whole or in part by the Grantee (or, pursuant to Paragraph 6 hereof, by his or her permitted successor) upon delivery of the following to the Company: (a) a written notice of exercise which identifies this Agreement and states the number of whole Shares then being purchased; and (b) any combination of cash (or by certified or personal check or wire transfer payable to the Company), and/or (i) with the approval of the Committee, Shares or Shares of Restricted Stock then owned by the Grantee in an amount having a combined Fair Market Value on the exercise date equal to the aggregate Option Price of the Shares then being purchased, or (ii) unless otherwise prohibited by law for either the Company or the Grantee, an irrevocable authorization of a third party to sell Shares acquired upon the exercise of the Option and promptly remit to the Company at a sufficient portion of the sale proceeds to pay the entire Option Price and any tax withholdings resulting from such exercise. Notwithstanding the foregoing, the Grantee (or any permitted successor) shall take whatever additional actions, including, without limitation, the furnishing of an opinion of counsel, and execute whatever additional documents the Company may, in its principal executive office addressed sole discretion, deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed by the Plan, this Agreement or applicable law. No Shares shall be issued upon exercise of the Option until full payment has been made. Upon satisfaction of the conditions and requirements of this Paragraph 5 and the Plan, the Company, in its sole and complete discretion, shall either (a) credit to the attention Grantee the number of its Chief Executive OfficerShares in respect of which the Option shall have been exercised in a book entry on the records kept by the Company’s stockholder record keeper, at any time and from or (b) deliver to the Grantee (or his or her permitted successor) a certificate or certificates for the number of Shares in respect of which the Option shall have been exercised. Upon exercise of the Option (or a portion thereof), the Company shall have a reasonable time to time after issue the Common Stock or credit such Common Stock on the records, as applicable, for which the Option has been exercised, and the Grantee shall not be treated as a stockholder for any purposes whatsoever prior to such issuance or crediting, as applicable. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of grant hereofsuch Common Stock is recorded as issued and transferred or credited, butas applicable, in the Company’s official stockholder records, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while in the employ of the Company, Employee's estate, Plan or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's deathAgreement. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject to This Option may be exercised by the earlier expiration of this Option as herein providedOptionee (or, after his death, by the person designated in Section 4 hereof) only in accordance with the following provisions: (a) this Option may be exercised, exercised by written notice the Optionee upon delivery of the following to the Company at its principal executive office addressed to offices: (i) a written notice of exercise which identifies this agreement and states the attention number (which may not be less than 100) of its Chief Executive Officer, at any time and shares of stock then being purchased; (ii) a check or cash in the amount of the purchase price (or payment of the purchase price in such other form of lawful consideration as the Company's Board of Directors may approve from time to time under the provisions of Section 7 of the Plan); (iii) a letter of agreement, if requested by the Company, in such form and substance as the Company may require, setting forth the investment intent of the Optionee and such other agreements and representations as described in Section 10 of the Plan; and (iv) a check or cash, if requested by the Company either before or after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage Company's receipt of the aggregate number notice of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage amount of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less any taxes (other than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years stock issue or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of transfer taxes) which the Company and will terminate and cease is obligated to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates collect or withhold by reason of disability exercise of this Option. (within b) This Option shall become exercisable in the meaning of section 22(e)(3) following installments. The Optionee shall be entitled to purchase all or any portion of the Code)shares of Stock indicated opposite the dates set forth below on or after such dates, provided that the Optionee is employed by the Company on such date: Date No. of Shares ---- ------------- <> <>, 2005 <> <> <>, 2006 <> <> <>, 2007 <> <> <>, 2008 <> The installments shall be cumulative, such that this Option may be exercised in full by Employee (as to any or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason all of the death of Employee) Stock covered by an installment at any time during or times after the period of one year following such termination. (b) If Employee dies while in the employ installment becomes exercisable and until this Option expires or terminates. The termination of the Companyemployment of the Optionee by death, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution disability or otherwise by reason shall not accelerate or otherwise affect the number of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment shares with the Company terminates for any reason other than as described in (a) or (b) above, respect to which this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only except as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment provided for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Optionforegoing schedule.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive OfficerCorporate Secretary (or such other officer or employee of the Company as the Company may designate from time to time), at any time and from time to time after the date Date of grant hereofGrant, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date Date of grant hereof Grant to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% Less than 2 years 4025% Less than 3 years 6050% Less than 4 years 75% 4 years 80% 5 years or more 100% This Notwithstanding the schedule set forth above, if a Change in Control occurs and Employee has remained continuously employed by the Company from the Date of Grant to the date upon which such Change in Control occurs, then this Option is not transferable shall be exercisable with respect to 100% of the shares offered by Employee otherwise than by will or this Option from and after the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetimedate upon which such Change in Control occurs. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's ’s termination of employment with the Company, except that: (a) If Employee's ’s employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's ’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination, but only as to the number of shares Employee was entitled to purchase hereunder as of the date Employee’s employment so terminates. (b) If Employee dies while in the employ of the Company, Employee's ’s estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's ’s death, but only as to the number of shares Employee was entitled to purchase hereunder as of the date of Employee’s death. (c) If Employee's ’s employment with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months 30 days following such termination, or by Employee's ’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year 30 days following Employee's ’s death if Employee dies during such three30-month day period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's ’s employment so terminates. (d) If Employee has remained continuously employed by the Company from the Date of Grant to the date upon which a Change in Control occurs, and if Employee’s employment with the Company terminates for any reason on or after the date upon which such Change in Control occurs, then, notwithstanding the provisions of (a), (b) or (c) above, this Option may be exercised in full by Employee (or Employee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time on or before the expiration of 10 years from the Date of Grant. This Option shall not be exercisable in any event after the expiration of ten 10 years from the date Date of grant hereofGrant. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) if permitted by the Committee in its sole discretion, by delivering or constructively tendering to the Company shares of Common Stock having a fair market value Fair Market Value equal to the purchase priceprice (provided such shares used for this purpose must have been held by Employee for such minimum period of time as may be established from time to time by the Committee), (c) if the Common Stock is readily tradable on a national securities market, through a “cashless exercise” in accordance with a Company established policy or program for the same or (cd) any combination of cash or Stockthe foregoing. No fraction of a share of Common Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase exercise price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Common Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's ’s death) shall not be or have any of the rights or privileges of a shareholder stockholder of the Company with respect to shares acquirable upon an exercise of this Option. If Employee is subject to taxation in the United Kingdom, then, unless waived by the Company, the exercise of this Option shall be effective only if accompanied by an election under Section 431(1) of the Income Tax (Earnings & Xxxxxxxx) Xxx 0000 in the form prescribed by the Company.

Exercise of Option. Subject (a) The Option granted hereby shall be exercisable immediately, within the term set forth in Section 4 below, subject to the earlier expiration provisions of this Option as herein provided, this Option may be exercised, by written notice to Agreement. (b) Notwithstanding the Company at its principal executive office addressed to provisions of the attention of its Chief Executive Officer, at any time foregoing Subsection (a) and from time to time after the date of grant hereof, but, except as otherwise provided belowherein or in the Plan, if the [BOARD MEMBER] ceases to be an [BOARD MEMBER] of the Company or of an Affiliate for any reason, then if such termination occurs: (i) during the period on or after the Grant Date and before the date which is twelve months thereafter (the "First Anniversary Date") and the [BOARD MEMBER] has theretofore exercised this Option for any Shares, then the [BOARD MEMBER] shall not be exercisable sell to the Company and the Company shall purchase from the [BOARD MEMBER] those Shares from the [BOARD MEMBER] at the price paid by the [BOARD MEMBER] upon exercise; (ii) during the period on or after the First Anniversary Date and before the date which is twelve months thereafter (the "Second Anniversary Date") and the [BOARD MEMBER] has theretofore exercised this Option for more than a percentage of [ONE THIRD OF THE NUMBER OF SHARES GRANTED] ( ) Shares, then the aggregate [BOARD MEMBER] shall sell to the Company and the Company shall purchase from the [BOARD MEMBER] that number of shares offered Shares equal to the amount by this Option determined by which the number of full years Shares purchased by the [BOARD MEMBER] pursuant to this Option exceeds [ONE THIRD OF THE NUMBER OF SHARES GRANTED] ( ) Shares at the price paid by the [BOARD MEMBER] upon exercise; or (iii) during the period on or after the Second Anniversary Date and before the date which is twelve months thereafter (the "Third Anniversary Date") and the [BOARD MEMBER] has theretofore exercised this Option for more than [TWO THIRDS OF THE NUMBER OF SHARES GRANTED] ( ) Shares, then the [BOARD MEMBER] shall sell to the Company and the Company shall purchase from the date [BOARD MEMBER] that number of grant hereof Shares equal to the date amount by which the number of such Shares purchased by the [BOARD MEMBER] pursuant to this Option exceeds [TWO THIRDS OF THE NUMBER OF SHARES GRANTED] ( ) Shares at the price paid by the [BOARD MEMBER] upon exercise. (c) Notwithstanding the foregoing, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or event the laws of descent and distribution, and may [BOARD MEMBER] ceases to be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee a [BOARD MEMBER] of the Company as a result of death, the Purchase Obligation (as hereinbelow defined) shall cease and will terminate. (d) Notwithstanding the foregoing provisions of this Section 3, but subject to the other provisions of this Agreement and the Plan, the Purchase Obligation shall cease and terminate in the event of, and cease immediately upon, a Change of Control that occurs at any time before the [BOARD MEMBER] has ceased to be exercisable upon Employee's termination a [BOARD MEMBER] of employment with the Company. As used herein, except that: a "Change of Control" shall be deemed to have occurred (ai) If Employee's employment with if any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Company terminates by reason Securities Exchange Act of disability 1934, as amended [the "1934 Act"]) becomes the beneficial owner (within the meaning of section 22(e)(3Rule 13d-3 under the 1934 Xxx) xx securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company's then outstanding securities; or (ii) if the stockholders of the Company approve any merger of, or consolidation involving, the Company in which the Company's stock is converted into securities of another corporation or into cash and such merger or consolidation shall be consummated, or the stockholders of the Company approve any plan of complete liquidation of the Company (whether or not in connection with a sale of all or substantially all of the Company's assets) and such liquidation is consummated, excluding in each case a transaction solely for the purpose of reincorporating the Company in a different jurisdiction or recapitalizing the Company's stock or a merger of the Company in which the holders of the voting stock of the Company immediately prior to the merger have the same proportionate ownership of voting stock of the surviving corporation immediately after the merger. (e) The obligation of the Company to purchase Shares pursuant to this Section 3 is hereinafter referred to as the "Purchase Obligation" and such Shares are hereinafter referred to as the "Purchase Stock." (f) The [BOARD MEMBER] acknowledges that if he exercises this Option and any of the Shares so purchased are subject to the Purchase Obligation, then such Shares will be restricted shares and that the difference between the fair market value of such Shares on the date the Purchase Obligation lapses as to such Shares and the aggregate purchase price for such Shares will be classified as compensation income, unless the [BOARD MEMBER] files an election under Section 83(b) of the Code)Internal Revenue Code of 1986, this Option may be exercised in full by Employee as amended, with the Internal Revenue Service within thirty (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason 30) days of the death acquisition of Employee) at any time during such Shares. If such election is filed, the period difference between the fair market value of one year following such termination. (b) If Employee dies while in Shares and the employ aggregate purchase price of the Company, Employee's estate, or the person who acquires this Option by such Shares will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than be treated as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option compensation income as of the date Employee's employment so terminatesof purchase. This Option shall acknowledgment should not be exercisable in understood as a substitute for the [BOARD MEMBER] consulting with his own tax advisors and the [BOARD MEMBER] is urged to do so prior to any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive OfficerVice President and Secretary, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: <font size=2> Percentage of Shares Number of Full Years That May Be be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 2033 1/3% 2 years 4067% 3 years 60% 4 years 80% 5 years or more 100% </font> This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except thatsubject to the following exceptions: (a) If Employee's employment with the Company terminates by reason of disability (within disability being defined as being physically or mentally incapable of performing the meaning of section 22(e)(3) of Employee's usual duties as an Employee with such condition likely to remain continuously and permanently, as determined by the CodeCommittee administering the Plan (the "Committee")), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such terminationending on the Expiration Date. (b) If Employee dies while in the employ of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following ending on the date of Employee's deathExpiration Date. (c) If Employee's employment with the Company terminates for any by reason other than as described in (a) of retirement at or (b) aboveafter age 62 or earlier retirement with consent of the Committee, this Option may be exercised in full by Employee at any time during the period of three months following ending on the Expiration Date (as defined below). If Employee dies after such terminationretirement, or this Option may be exercised in full by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of the Employee) during a the period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to ending on the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Expiration Date. (d) If Employee's employment so terminates. This Option shall not be exercisable in with the Company is terminated by the Company other than for "Cause" or Employee terminates his employment with the Company (i) because of a material breach by the Company of any event after material provision of any employment agreement between the expiration Company and Employee which remains uncorrected for 30 days following written notice of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) such breach by delivering Employee to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.or

Exercise of Option. Subject (a) The Option, to the earlier expiration of this Option as herein providedextent vested, this Option may shall in any event cease to be exercised, by written notice exercisable and shall expire and terminate to the Company at its principal executive office addressed to extent not exercised on the attention earlier of its Chief Executive Officerthe following: (i) the close of business on [DATE] (“Option Term Date”); (ii) ninety (90) calendar days after Holder’s Termination of Service for any reason other than for cause (as determined by the Company), at any time and from time to time Retirement, death or Disability; (iii) the Option Term Date in the event of Holder’s Termination of Service as a result of Retirement, death or Disability; (iv) the earlier of one (1) year after the date of grant hereof, but, except Holder’s Termination of Service or the Option Term Date in the event of Holder’s death following a Termination of Service for any reason other than for cause (as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number Company), Retirement or Disability, but prior to the scheduled termination of full years from the Option in accordance with this Section 4(a); or (v) five (5) calendar days after the date of grant hereof to the date Holder’s Termination of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable Service if for cause (as determined by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination. (b) If Employee dies while in the employ Any exercise of the Company, Employee's estate, vested Option shall be made by giving the Company written or electronic notice of exercise specifying the person who acquires this Option number of shares to be purchased. The notice of exercise shall be accompanied by will or any additional documents required under the laws of descent Plan and distribution or otherwise by reason full payment of the death purchase price and any applicable withholding taxes. Payment may be made by (i) cash or check, (ii) shares of Employee, may exercise this Option in full at Common Stock owned by Holder (which are not the subject of any time during the period of one year following pledge or other security interest) having a Fair Market Value on the date of Employee's deathdelivery equal to the aggregate payment required, or (iii) delivery of a written or electronic notice that Holder has placed a market sell order with a broker with respect to shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payment required (so long as payment of such net proceeds is then made to the Company upon settlement of such sale); provided that Holder may elect to have the Company withhold shares otherwise issuable upon exercise of the Option in satisfaction of any applicable tax withholding obligation. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate Holder (or the person who acquires this Option by will Holder’s estate or the laws of descent and distribution or otherwise by reason of the death of Employeepermitted beneficiary(ies) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's Holder’s death) shall not be or have any none of the rights or privileges of a shareholder stockholder of the Company with respect to shares acquirable upon an of Common Stock subject to the Option until Holder (or Holder’s estate or permitted beneficiary(ies)) becomes the record owner of such shares following exercise of the Option in accordance with the terms of this OptionAgreement.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this (a) The Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time and from time to time after time, during the date of grant hereofOption Period, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage to purchase all or any portion of the aggregate number of shares offered by this Shares as follows: Cumulative Maximum Number of Shares that Period from Date of Grant of the Option determined May be Purchased --------------------------------------- ----------------- On or after January 30, 2001 116,667 After January 30, 2002 but 194,445 on or before January 30, 2003 After January 30, 2003 but 272,223 on or before January 30, 2004 After January 30, 2004 350,000 The maximum number of Shares that may be purchased during each time period specified above shall be reduced by the number of full years from Shares purchased prior to the beginning of such period, such that the cumulative maximum for each time period is not exceeded. In addition, upon the occurrence of the following events, Optionee may exercise the Option to purchase an additional number of Shares as follows: Additional Number of Shares Event that May be Purchased ----- -------------------------- The effective date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable Development and 20,000 Commercialization Agreement by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the between Company, except that: R&D and InterMune, Inc. (athe "InterMune Agreement") If Employee's employment with Thirty (30) days after the Company terminates by reason initiation of disability Phase III 10,000 trials for the initial product under the InterMune Agreement Thirty (within 30) days after the meaning submission of section 22(e)(3a NDA 10,000 for the initial product under the InterMune Agreement Thirty (30) days after the submission of a MAA 10,000 for the Code), this Option may be exercised in full by Employee (or Employee's estate or initial product under the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination.InterMune Agreement (b) If Employee dies while No fewer than one hundred (100) Shares may be purchased upon any one exercise of the Option, unless the number of Shares to be purchased at such time is the total number of Shares remaining subject to the Option. Any exercise of less than the total number of Shares identified in the employ of Option shall be deemed an exercise in part, and the CompanyOption may again be exercised at such time or times determined by Optionee, Employee's estate, or provided that at such times the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's deathis still exercisable. (c) If Employee's employment with the Company terminates In no event shall any option granted hereunder be exercisable for any reason other than as described in a fractional share. (ad) or (b) above, this The Option may be is exercised by Employee at any time during Optionee delivering to the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason Secretary of the death of Employee) during Company, on any business day, a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to written notice signed by Optionee specifying the number of shares Employee was entitled Shares to purchase hereunder upon exercise of this be purchased, together with the Option as of Price, in the date Employee's employment so terminates. This Option manner specified in Paragraph 4(a). (e) The Option, or any unexercised part thereof, shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order termination of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) any combination of cash or Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this OptionPeriod.

Exercise of Option. Subject to the earlier expiration of this This Option as herein provided, this Option shall become vested and may be exercisedexercised in accordance with the following schedule, by written notice to the Company at its principal executive office addressed to the attention of its Chief Executive OfficerSecretary (or such other officer or employee of the Company as the Company may designate from time to time): A. with respect to Tranche I, at any time and from time to time on and after January 1, 2003; B. with respect to Tranche II, at any time and from time to time on and after January 1, 2004; and ---------- * The number of Shares subject to this Option and the date minimum purchase price per share remain subject to adjustment as provided in the Employment Agreement. C. with respect to Tranche III, at any time and from time to time on and after January 1, 2005. Notwithstanding the above schedule, upon the occurrence of grant hereof, but, except as otherwise provided belowthe following events, this Option shall not be vest and become exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May Be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% This Option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime. This Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee's termination of employment with the Company, except thatas provided below: (a) If Employee's employment with the Company terminates by reason of disability "Disability" (within as defined in the meaning of section 22(e)(3) of employment agreement between the CodeCompany and Employee (the "Employment Agreement")), this Option may be exercised in full exercised, at any time during the one (1) year period following such termination, by Employee or by Employee's guardian or legal representative (or by Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee if Employee dies during such one (1) year period), but only as to the vested number of shares of Stock, if any, that Employee was entitled to purchase hereunder as of the date Employee) at any time during the period of one year following such termination's employment so terminates. (b) If Employee dies while in the employ of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of one year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) may exercise this Option at any time during a the one (1) year period following the date of one year following Employee's death, but only as to the vested number of shares of Stock, if any, that Employee was entitled to purchase hereunder as of the date of Employee's death. (c) If Employee's employment with the Company is terminated by the Company for any reason other than due to a Disability or for "Cause" (as defined in the Employment Agreement), this Option shall be fully vested and may be exercised, at any time during the one (1) year period following such termination, by Employee or by Employee's guardian or legal representative (or by Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee if Employee dies during such three-month period). (d) If Employee terminates his employment with the Company for any reason other than a "Good Reason" (as defined in the Employment Agreement), or the Company terminates Employee for Cause, this Option, to the extent vested on the date of termination, may be exercised, at any time during the ninety (90) day period following such termination, by Employee or by Employee's guardian or legal representative (or by Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee if Employee dies during such period), but in each case only as to the vested number of shares of Stock, if any, that Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. (e) If Employee's employment is terminated by Employee for Good Reason, this Option shall be fully vested and may be exercised, at any time during the one (1) year period following such termination, by Employee or by Employee's guardian or legal representative (or by the Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee if Employee dies during such period). (f) If Employee's employment is terminated due to the non-renewal of the Employment Period of the Employment Agreement by the Company or the Employee, this Option shall be fully vested and may be exercised, at any time during the one (1) year period following such termination, by Employee or by Employee's guardian or legal representative (or by Employee's estate or the person who acquires this Option by will or the laws or descent and distribution or otherwise by reason of the death of Employee if Employee dies during such period). (g) Notwithstanding the foregoing, there is no minimum or maximum number of shares of Stock that must be purchased by Employee upon exercise of this Option. This Instead, Employee may, at any time and from time to time, purchase any number of shares of Stock that are then vested and exercisable according to the provisions of this Agreement. (h) Notwithstanding the foregoing, this Option shall not be exercisable in any event after the expiration of ten (10) years from the date of grant hereof. The purchase price of the shares of Stock as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable by check acceptable to the order of the Company), (b) if the shares are readily tradable on a national securities market or exchange, through a "cashless broker exercise" procedure in accordance with a program established by delivering to the Company shares of Stock having a fair market value equal to the purchase priceCompany, or (c) any combination of cash or Stockthe foregoing. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of StockOption. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.